Condensed Consolidating Financial Information | CONDENSED CONSOLIDATING FINANCIAL INFORMATION The accompanying condensed consolidating financial information has been prepared and presented pursuant to Securities and Exchange Commission Regulation S-X, Rule 3-10, “Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered.” Each of the subsidiary guarantors are 100% owned, directly or indirectly, by the Company, and all guarantees are joint and several and subject to certain automatic release provisions. Relief from the financial statement requirements under Rule 3-10 is being provided because the Company's guarantee release provisions are considered customary. Such release provisions are as follows: • the sale or other disposition of all or substantially all of the assets or all of the capital stock of any subsidiary guarantor; and • the satisfaction of the requirements for legal defeasance or the satisfaction and discharge of the indenture. The Company's investments in its consolidated subsidiaries are presented under the equity method of accounting. The indenture of the 7.75% Senior Secured Notes contains covenants that restrict the payment of dividends by the Company if the Company's consolidated earnings before interest, taxes, depreciation and amortization, as defined in the indenture, for the most recently ended four full quarters is less than $75,000 and the indenture also restricts the incurrence of debt if the Company's Leverage Ratio and its Secured Leverage Ratio, as defined in the indenture, exceed 3.0 and 1.5 , respectively. At June 30, 2015 , management believed that the Company was in compliance with all covenants under the indentures of the 7.75% Senior Secured Notes. CONDENSED CONSOLIDATING BALANCE SHEETS June 30, 2015 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. ASSETS: Current assets: Cash and cash equivalents $ 111,503 $ 24,020 $ 102,800 $ — $ 238,323 Investment securities available for sale 277,483 65,094 — — 342,577 Accounts receivable - trade, net — 12,471 5,551 — 18,022 Intercompany receivables 1,744 — — (1,744 ) — Inventories — 98,576 — — 98,576 Income taxes receivable, net 2,343 — — (2,343 ) — Restricted assets — 910 1,414 — 2,324 Other current assets 910 7,078 37,248 — 45,236 Total current assets 393,983 208,149 147,013 (4,087 ) 745,058 Property, plant and equipment, net 2,177 57,228 20,043 — 79,448 Real estate held for sale, net — — 23,043 — 23,043 Long-term investments 45,669 — 550 — 46,219 Investments in real estate ventures — — 199,026 — 199,026 Investments in consolidated subsidiaries 563,658 — — (563,658 ) — Restricted assets 3,034 17,186 — — 20,220 Goodwill and other intangible assets, net — 107,511 159,489 — 267,000 Prepaid pension costs — 26,635 — — 26,635 Other assets 42,810 11,701 1,683 — 56,194 Total assets $ 1,051,331 $ 428,410 $ 550,847 $ (567,745 ) $ 1,462,843 LIABILITIES AND STOCKHOLDERS' EQUITY: Current liabilities: Current portion of notes payable and long-term debt $ — $ 5,788 $ 286 $ — $ 6,074 Current portion of employee benefits — 931 — — 931 Intercompany payables — 405 1,339 (1,744 ) — Income taxes payable, net 78 5,985 3 (2,343 ) 3,723 Litigation accruals and current payments due under the Master Settlement Agreement — 66,103 — — 66,103 Deferred income taxes, net 18,734 9,588 — — 28,322 Other current liabilities 34,318 54,264 36,941 — 125,523 Total current liabilities 53,130 143,064 38,569 (4,087 ) 230,676 Notes payable, long-term debt and other obligations, less current portion 864,399 8,583 17 — 872,999 Fair value of derivatives embedded within convertible debt 156,783 — — — 156,783 Non-current employee benefits 33,381 16,324 — — 49,705 Deferred income taxes, net 24,155 34,560 39,465 — 98,180 Other liabilities, primarily litigation accruals and payments due under the Master Settlement Agreement 2,469 49,460 4,237 — 56,166 Total liabilities 1,134,317 251,991 82,288 (4,087 ) 1,464,509 Commitments and contingencies Stockholders' (deficiency) equity attributed to Vector Group Ltd. (82,986 ) 176,419 387,239 (563,658 ) (82,986 ) Non-controlling interest — — 81,320 — 81,320 Total stockholders' (deficiency) equity (82,986 ) 176,419 468,559 (563,658 ) (1,666 ) Total liabilities and stockholders' equity $ 1,051,331 $ 428,410 $ 550,847 $ (567,745 ) $ 1,462,843 CONDENSED CONSOLIDATING BALANCE SHEETS December 31, 2014 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. ASSETS: Current assets: Cash and cash equivalents $ 211,751 $ 9,724 $ 104,890 $ — $ 326,365 Investment securities available for sale 278,010 68,033 — — 346,043 Accounts receivable - trade, net — 18,024 5,304 — 23,328 Intercompany receivables 795 267 — (1,062 ) — Inventories — 90,323 — — 90,323 Income taxes receivable, net 1,055 463 21 1,743 3,282 Restricted assets — 1,181 1,414 — 2,595 Other current assets 899 9,133 26,686 — 36,718 Total current assets 492,510 197,148 138,315 681 828,654 Property, plant and equipment, net 2,648 61,149 20,315 — 84,112 Real estate held for sale, net — — 10,643 — 10,643 Long-term investments 39,594 — 698 — 40,292 Investments in real estate ventures — — 163,460 — 163,460 Investments in consolidated subsidiaries 518,963 — — (518,963 ) — Restricted assets 1,707 10,306 — — 12,013 Goodwill and other intangible assets, net — 107,511 162,461 — 269,972 Prepaid pension costs — 25,032 — — 25,032 Other assets 45,904 10,743 2,246 — 58,893 Total assets $ 1,101,326 $ 411,889 $ 498,138 $ (518,282 ) $ 1,493,071 LIABILITIES AND STOCKHOLDERS' EQUITY: Current liabilities: Current portion of notes payable and long-term debt $ 25,000 $ 27,248 $ 392 $ — $ 52,640 Current portion of fair value of derivatives embedded within convertible debt 884 — — — 884 Current portion of employee benefits — 931 — — 931 Intercompany payables — — 1,062 (1,062 ) — Income taxes payable, net — — — 1,743 1,743 Litigation accruals and current payments due under the Master Settlement Agreement — 29,471 — — 29,471 Deferred income taxes, net 17,452 11,027 — — 28,479 Other current liabilities 36,653 58,677 31,425 — 126,755 Total current liabilities 79,989 127,354 32,879 681 240,903 Notes payable, long-term debt and other obligations, less current portion 852,560 8,120 31 — 860,711 Fair value of derivatives embedded within convertible debt 168,502 — — — 168,502 Non-current employee benefits 32,842 16,472 — — 49,314 Deferred income taxes, net 23,539 32,301 38,670 — 94,510 Other liabilities, primarily litigation accruals and payments due under the Master Settlement Agreement 921 51,775 4,383 — 57,079 Total liabilities 1,158,353 236,022 75,963 681 1,471,019 Commitments and contingencies Stockholders' (deficiency) equity attributed to Vector Group Ltd. (57,027 ) 175,867 343,096 (518,963 ) (57,027 ) Non-controlling interest — — 79,079 — 79,079 Total stockholders' (deficiency) equity (57,027 ) 175,867 422,175 (518,963 ) 22,052 Total liabilities and stockholders' equity $ 1,101,326 $ 411,889 $ 498,138 $ (518,282 ) $ 1,493,071 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Three Months Ended June 30, 2015 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. Revenues $ — $ 255,291 $ 161,022 $ (140 ) $ 416,173 Expenses: Cost of sales — 175,334 103,870 — 279,204 Operating, selling, administrative and general expenses 6,937 22,555 50,327 (140 ) 79,679 Litigation settlement and judgment expense — 1,250 — — 1,250 Management fee expense — 2,563 — (2,563 ) — Operating (loss) income (6,937 ) 53,589 6,825 2,563 56,040 Other income (expenses): Interest expense (30,880 ) (879 ) (2 ) — (31,761 ) Change in fair value of derivatives embedded within convertible debt 5,256 — — — 5,256 Equity income from real estate ventures — — 1,856 — 1,856 Equity loss on long-term investments (1,657 ) — — — (1,657 ) Loss on sale of investment securities available for sale (190 ) — — — (190 ) Equity income in consolidated subsidiaries 35,754 — — (35,754 ) — Management fee income 2,563 — — (2,563 ) — Other, net 896 200 429 — 1,525 Income before provision for income taxes 4,805 52,910 9,108 (35,754 ) 31,069 Income tax benefit (expense) 13,063 (21,226 ) (3,201 ) — (11,364 ) Net income 17,868 31,684 5,907 (35,754 ) 19,705 Net income attributed to non-controlling interest — — (1,837 ) — (1,837 ) Net income attributed to Vector Group Ltd. 17,868 31,684 4,070 (35,754 ) 17,868 Comprehensive income attributed to non-controlling interest — — (1,837 ) — (1,837 ) Comprehensive income attributed to Vector Group Ltd. $ 15,087 $ 31,933 $ 4,070 $ (36,003 ) $ 15,087 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Three Months Ended June 30, 2014 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. Revenues $ — $ 253,125 $ 153,488 $ — $ 406,613 Expenses: Cost of sales — 181,517 97,765 — 279,282 Operating, selling, administrative and general expenses 4,933 22,190 39,900 — 67,023 Management fee expense — 2,468 — (2,468 ) — Operating (loss) income (4,933 ) 46,950 15,823 2,468 60,308 Other income (expenses): Interest expense (43,190 ) (1,284 ) (3 ) 294 (44,183 ) Change in fair value of derivatives embedded within convertible debt 1,970 — — — 1,970 Acceleration of interest expense related to debt conversion (439 ) — — — (439 ) Equity loss from real estate ventures — — (1,808 ) — (1,808 ) Equity loss on long-term investments (273 ) — — — (273 ) Loss on sale of investment securities available for sale (18 ) — — — (18 ) Equity income in consolidated subsidiaries 32,408 — — (32,408 ) — Management fee income 2,468 — — (2,468 ) — Other, net 1,068 224 2,577 (294 ) 3,575 (Loss) income before provision for income taxes (10,939 ) 45,890 16,589 (32,408 ) 19,132 Income tax benefit (expense) 18,864 (19,716 ) (5,249 ) — (6,101 ) Net income 7,925 26,174 11,340 (32,408 ) 13,031 Net income attributed to non-controlling interest — — (5,106 ) — (5,106 ) Net income attributed to Vector Group Ltd. 7,925 26,174 6,234 (32,408 ) 7,925 Comprehensive income attributed to non-controlling interest — — (5,106 ) — (5,106 ) Comprehensive income attributed to Vector Group Ltd. $ 9,436 $ 25,464 $ 6,234 $ (31,698 ) $ 9,436 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Six Months Ended June 30, 2015 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. Revenues $ — $ 483,914 $ 293,278 $ (259 ) $ 776,933 Expenses: Cost of sales — 332,994 188,228 — 521,222 Operating, selling, administrative and general expenses 13,894 43,892 96,096 (259 ) 153,623 Litigation settlement and judgment expense — 2,093 — — 2,093 Management fee expense — 5,125 — (5,125 ) — Operating (loss) income (13,894 ) 99,810 8,954 5,125 99,995 Other income (expenses): Interest expense (61,634 ) (1,870 ) (3 ) — (63,507 ) Change in fair value of derivatives embedded within convertible debt 11,716 — — — 11,716 Equity income from real estate ventures — — 2,194 — 2,194 Equity loss on long-term investments (1,694 ) — — — (1,694 ) (Loss) gain on sale of investment securities available for sale (336 ) 13,175 — — 12,839 Equity income in consolidated subsidiaries 71,748 — — (71,748 ) — Management fee income 5,125 — — (5,125 ) — Other, net 1,920 520 981 — 3,421 Income before provision for income taxes 12,951 111,635 12,126 (71,748 ) 64,964 Income tax benefit (expense) 25,873 (45,407 ) (4,509 ) — (24,043 ) Net income 38,824 66,228 7,617 (71,748 ) 40,921 Net income attributed to non-controlling interest — — (2,097 ) — (2,097 ) Net income attributed to Vector Group Ltd. 38,824 66,228 5,520 (71,748 ) 38,824 Comprehensive income attributed to non-controlling interest — — (2,097 ) — (2,097 ) Comprehensive income attributed to Vector Group Ltd. $ 38,042 $ 65,589 $ 5,520 $ (71,109 ) $ 38,042 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Six Months Ended June 30, 2014 Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. Revenues $ — $ 492,317 $ 261,532 $ — $ 753,849 Expenses: Cost of sales — 353,230 165,089 — 518,319 Operating, selling, administrative and general expenses 11,216 43,875 75,909 — 131,000 Litigation judgment expense — 1,500 — — 1,500 Management fee expense — 4,935 — (4,935 ) — Operating (loss) income (11,216 ) 88,777 20,534 4,935 103,030 Other income (expenses): Interest expense (77,972 ) (2,239 ) (37 ) 612 (79,636 ) Change in fair value of derivatives embedded within convertible debt 320 — — — 320 Acceleration of interest expense related to debt conversion (4,118 ) — — — (4,118 ) Equity loss from real estate ventures — — (256 ) — (256 ) Loss on sale of investment securities available for sale (71 ) — — — (71 ) Equity income on long-term investments 633 — — — 633 Equity income in consolidated subsidiaries 60,126 — — (60,126 ) — Management fee income 4,935 — — (4,935 ) — Other, net 1,766 484 4,063 (612 ) 5,701 (Loss) income before provision for income taxes (25,597 ) 87,022 24,304 (60,126 ) 25,603 Income tax benefit (expense) 36,102 (36,355 ) (8,790 ) — (9,043 ) Net income 10,505 50,667 15,514 (60,126 ) 16,560 Net income attributed to non-controlling interest — — (6,055 ) — (6,055 ) Net income attributed to Vector Group Ltd. 10,505 50,667 9,459 (60,126 ) 10,505 Comprehensive income attributed to non-controlling interest — — (6,055 ) — (6,055 ) Comprehensive income attributed to Vector Group Ltd. $ 17,324 $ 50,659 $ 9,459 $ (60,118 ) $ 17,324 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Six Months Ended June 30, 2015 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. Net cash provided by operating activities $ 42,679 $ 99,159 $ 13,057 $ (71,010 ) $ 83,885 Cash flows from investing activities: Sale of investment securities 103,846 14,415 — — 118,261 Maturities of investment securities 1,737 — — — 1,737 Purchase of investment securities (112,119 ) (1,476 ) — — (113,595 ) Proceeds from sale or liquidation of long-term investments — — 148 — 148 Purchase of long-term investments (5,000 ) — — — (5,000 ) Investments in real estate ventures — — (34,857 ) — (34,857 ) Increase in cash surrender value of life insurance policies (717 ) (401 ) — — (1,118 ) Increase in restricted assets (1,327 ) (6,607 ) — — (7,934 ) Issuance of notes receivable — — (4,410 ) — (4,410 ) Investments in subsidiaries (42,808 ) — — 42,808 — Proceeds from sale of fixed assets — 3 — — 3 Capital expenditures — (2,350 ) (3,029 ) — (5,379 ) Repayments of notes receivable 1,106 — — — 1,106 Pay downs of investment securities 3,530 — — — 3,530 Proceeds from sale of preferred securities — — 1,000 — 1,000 Investments in real estate held for sale, net — — (12,502 ) — (12,502 ) Net cash (used in) provided by investing activities (51,752 ) 3,584 (53,650 ) 42,808 (59,010 ) Cash flows from financing activities: Proceeds from issuance of debt — 22 — — 22 Deferred financing costs — (625 ) — — (625 ) Repayments of debt — (3,254 ) (120 ) — (3,374 ) Borrowings under revolver — 126,727 — — 126,727 Repayments on revolver — (144,492 ) — — (144,492 ) Capital contributions received — 2,250 40,558 (42,808 ) — Intercompany dividends paid — (69,075 ) (1,935 ) 71,010 — Dividends and distributions on common stock (92,778 ) — — — (92,778 ) Distributions to non-controlling interest — — — — — Proceeds from exercise of Vector options 1,219 — — — 1,219 Tax benefit of options exercised 384 — — — 384 Net cash (used in) provided by financing activities (91,175 ) (88,447 ) 38,503 28,202 (112,917 ) Net (decrease) increase in cash and cash equivalents (100,248 ) 14,296 (2,090 ) — (88,042 ) Cash and cash equivalents, beginning of period 211,751 9,724 104,890 — 326,365 Cash and cash equivalents, end of period $ 111,503 $ 24,020 $ 102,800 $ — $ 238,323 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Six Months Ended June 30, 2014 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. Net cash provided by operating activities $ 17,374 $ 46,294 $ 32,279 $ (41,952 ) $ 53,995 Cash flows from investing activities: Sale of investment securities 49,296 — — — 49,296 Purchase of investment securities (108,859 ) (1,560 ) — — (110,419 ) Proceeds from sale or liquidation of long-term investments 500 — 49 — 549 Purchase of long-term investments (7,000 ) — — — (7,000 ) Investments in real estate ventures — — (12,534 ) — (12,534 ) Purchase of subsidiaries — — (250 ) — (250 ) Distributions from investment in real estate ventures — — 3,539 — 3,539 Increase in cash surrender value of life insurance policies — (395 ) — — (395 ) Decrease (increase) in restricted assets 299 19 (689 ) — (371 ) Issuance of notes receivable (35,000 ) — (250 ) 35,000 (250 ) Repayments of notes receivable 35,933 — — (35,000 ) 933 Proceeds from sale of fixed assets — 4 — — 4 Investments in subsidiaries (25,267 ) — — 25,267 — Capital expenditures (11 ) (6,563 ) (3,570 ) — (10,144 ) Net cash used in investing activities (90,109 ) (8,495 ) (13,705 ) 25,267 (87,042 ) Cash flows from financing activities: Proceeds from issuance of debt 408,750 40,166 — (35,000 ) 413,916 Deferred financing costs (12,360 ) — — — (12,360 ) Repayments of debt — (39,293 ) (3,758 ) 35,000 (8,051 ) Borrowings under revolver — 429,188 — — 429,188 Repayments on revolver — (437,736 ) — — (437,736 ) Capital contributions received — 3,150 22,117 (25,267 ) — Intercompany dividends paid — (30,000 ) (11,952 ) 41,952 — Dividends and distributions on common stock (80,963 ) — — — (80,963 ) Distributions to non-controlling interest — — (3,075 ) — (3,075 ) Proceeds from exercise of Vector options 3,405 — — — 3,405 Tax benefit of options exercised 680 — — — 680 Net cash provided by (used in) financing activities 319,512 (34,525 ) 3,332 16,685 305,004 Net increase in cash and cash equivalents 246,777 3,274 21,906 — 271,957 Cash and cash equivalents, beginning of period 151,342 11,812 71,312 — 234,466 Cash and cash equivalents, end of period $ 398,119 $ 15,086 $ 93,218 $ — $ 506,423 |