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 September 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 September 30, 2015 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. ASSETS: Current assets: Cash and cash equivalents $ 94,546 $ 26,842 $ 124,959 $ — $ 246,347 Investment securities available for sale 242,529 45,847 — — 288,376 Accounts receivable - trade, net — 12,099 8,013 — 20,112 Intercompany receivables 1,083 — — (1,083 ) — Inventories — 90,695 — — 90,695 Deferred income taxes — 1,939 — (1,939 ) — Income taxes receivable, net 11,822 — — (11,822 ) — Restricted assets — 1,420 1,414 — 2,834 Other current assets 912 5,103 31,809 — 37,824 Total current assets 350,892 183,945 166,195 (14,844 ) 686,188 Property, plant and equipment, net 1,944 55,133 19,290 — 76,367 Real estate held for sale, net — — 22,963 — 22,963 Long-term investments 53,132 — 516 — 53,648 Investments in real estate ventures — — 194,052 — 194,052 Investments in consolidated subsidiaries 525,652 — — (525,652 ) — Restricted assets 1,709 16,938 — — 18,647 Goodwill and other intangible assets, net — 107,511 157,969 — 265,480 Prepaid pension costs — 27,440 — — 27,440 Other assets 40,528 11,790 1,698 — 54,016 Total assets $ 973,857 $ 402,757 $ 562,683 $ (540,496 ) $ 1,398,801 LIABILITIES AND STOCKHOLDERS' EQUITY: Current liabilities: Current portion of notes payable and long-term debt $ — $ 7,731 $ 226 $ — $ 7,957 Current portion of employee benefits — 931 — — 931 Intercompany payables — — 1,083 (1,083 ) — Income taxes payable, net — 12,005 3 (11,822 ) 186 Litigation accruals and current payments due under the Master Settlement Agreement — 100,592 — — 100,592 Deferred income taxes, net 9,260 — — (1,939 ) 7,321 Other current liabilities 24,329 41,751 45,723 — 111,803 Total current liabilities 33,589 163,010 47,035 (14,844 ) 228,790 Notes payable, long-term debt and other obligations, less current portion 871,268 8,407 15 — 879,690 Fair value of derivatives embedded within convertible debt 149,739 — — — 149,739 Non-current employee benefits 33,651 16,262 — — 49,913 Deferred income taxes, net 24,862 35,905 35,730 — 96,497 Other liabilities, primarily litigation accruals and payments due under the Master Settlement Agreement 2,535 44,356 4,108 — 50,999 Total liabilities 1,115,644 267,940 86,888 (14,844 ) 1,455,628 Commitments and contingencies Stockholders' (deficiency) equity attributed to Vector Group Ltd. (141,787 ) 134,817 390,835 (525,652 ) (141,787 ) Non-controlling interest — — 84,960 — 84,960 Total stockholders' (deficiency) equity (141,787 ) 134,817 475,795 (525,652 ) (56,827 ) Total liabilities and stockholders' (deficiency) equity $ 973,857 $ 402,757 $ 562,683 $ (540,496 ) $ 1,398,801 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' (deficiency) equity $ 1,101,326 $ 411,889 $ 498,138 $ (518,282 ) $ 1,493,071 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Three Months Ended September 30, 2015 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. Revenues $ — $ 264,480 $ 185,563 $ (109 ) $ 449,934 Expenses: Cost of sales — 174,839 121,078 — 295,917 Operating, selling, administrative and general expenses 6,372 20,712 52,139 (109 ) 79,114 Litigation settlement and judgment expense — 3,750 — — 3,750 Management fee expense — 2,562 — (2,562 ) — Restructuring expenses — 1,548 — — 1,548 Operating (loss) income (6,372 ) 61,069 12,346 2,562 69,605 Other income (expenses): Interest expense (31,609 ) (1,288 ) (1 ) — (32,898 ) Change in fair value of derivatives embedded within convertible debt 7,044 — — — 7,044 Equity loss from real estate ventures — — (916 ) — (916 ) Equity loss from investments (579 ) — — — (579 ) Loss on sale of investment securities available for sale (821 ) — — — (821 ) Impairment of investment securities available for sale (4,224 ) (7,987 ) — — (12,211 ) Equity income in consolidated subsidiaries 32,335 — — (32,335 ) — Management fee income 2,562 — — (2,562 ) — Other, net (61 ) (111 ) 305 — 133 (Loss) income before provision for income taxes (1,725 ) 51,683 11,734 (32,335 ) 29,357 Income tax benefit (expense) 13,930 (24,043 ) (3,395 ) — (13,508 ) Net income 12,205 27,640 8,339 (32,335 ) 15,849 Net income attributed to non-controlling interest — — (3,644 ) — (3,644 ) Net income attributed to Vector Group Ltd. 12,205 27,640 4,695 (32,335 ) 12,205 Comprehensive income attributed to non-controlling interest — — (3,644 ) — (3,644 ) Comprehensive (loss) income attributed to Vector Group Ltd. $ (11,685 ) $ 18,484 $ 4,695 $ (23,179 ) $ (11,685 ) CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Three Months Ended September 30, 2014 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. Revenues $ — $ 266,328 $ 153,748 $ (200 ) $ 419,876 Expenses: Cost of sales — 190,794 96,442 — 287,236 Operating, selling, administrative and general expenses 6,099 22,395 41,137 (200 ) 69,431 Litigation settlement and judgment expense — 225 — — 225 Management fee expense — 2,467 — (2,467 ) — Operating (loss) income (6,099 ) 50,447 16,169 2,467 62,984 Other income (expenses): Interest expense (43,005 ) (1,026 ) (3 ) — (44,034 ) Change in fair value of derivatives embedded within convertible debt 7,127 — — — 7,127 Acceleration of interest expense related to debt conversion (994 ) — — — (994 ) Equity income from real estate ventures — — 3,258 — 3,258 Equity income from investments 829 — — — 829 Gain on sale of investment securities available for sale 33 — — — 33 Equity income in consolidated subsidiaries 36,428 — — (36,428 ) — Management fee income 2,467 — — (2,467 ) — Other, net 1,936 296 234 — 2,466 (Loss) income before provision for income taxes (1,278 ) 49,717 19,658 (36,428 ) 31,669 Income tax benefit (expense) 16,157 (21,491 ) (6,630 ) — (11,964 ) Net income 14,879 28,226 13,028 (36,428 ) 19,705 Net income attributed to non-controlling interest — — (4,826 ) — (4,826 ) Net income attributed to Vector Group Ltd. 14,879 28,226 8,202 (36,428 ) 14,879 Comprehensive income attributed to non-controlling interest — — (4,826 ) — (4,826 ) Comprehensive income attributed to Vector Group Ltd. $ 23,894 $ 28,367 $ 8,202 $ (36,569 ) $ 23,894 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Nine Months Ended September 30, 2015 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. Revenues $ — $ 748,394 $ 478,841 $ (368 ) $ 1,226,867 Expenses: Cost of sales — 507,833 309,306 — 817,139 Operating, selling, administrative and general expenses 20,266 64,604 148,235 (368 ) 232,737 Litigation settlement and judgment expense — 5,843 — — 5,843 Management fee expense — 7,687 — (7,687 ) — Restructuring expenses — 1,548 — — 1,548 Operating (loss) income (20,266 ) 160,879 21,300 7,687 169,600 Other income (expenses): Interest expense (93,243 ) (3,158 ) (4 ) — (96,405 ) Change in fair value of derivatives embedded within convertible debt 18,760 — — — 18,760 Equity income from real estate ventures — — 1,278 — 1,278 Equity loss from investments (2,273 ) — — — (2,273 ) (Loss) gain on sale of investment securities available for sale (1,157 ) 13,175 — — 12,018 Impairment of investment securities available for sale (4,224 ) (7,987 ) — — (12,211 ) Gain on liquidation of long-term investment — — — — — Equity income in consolidated subsidiaries 104,083 — — (104,083 ) — Management fee income 7,687 — — (7,687 ) — Other, net 1,859 409 1,286 — 3,554 Income before provision for income taxes 11,226 163,318 23,860 (104,083 ) 94,321 Income tax benefit (expense) 39,803 (69,450 ) (7,904 ) — (37,551 ) Net income 51,029 93,868 15,956 (104,083 ) 56,770 Net income attributed to non-controlling interest — — (5,741 ) — (5,741 ) Net income attributed to Vector Group Ltd. 51,029 93,868 10,215 (104,083 ) 51,029 Comprehensive income attributed to non-controlling interest — — (5,741 ) — (5,741 ) Comprehensive income attributed to Vector Group Ltd. $ 26,357 $ 84,073 $ 10,215 $ (94,288 ) $ 26,357 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Nine Months Ended September 30, 2014 Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. Revenues $ — $ 758,645 $ 415,280 $ (200 ) $ 1,173,725 Expenses: Cost of sales — 544,024 261,531 — 805,555 Operating, selling, administrative and general expenses 17,315 66,270 117,046 (200 ) 200,431 Litigation settlement and judgment expense — 1,725 — — 1,725 Management fee expense — 7,402 — (7,402 ) — Operating (loss) income (17,315 ) 139,224 36,703 7,402 166,014 Other income (expenses): Interest expense (120,977 ) (3,265 ) (40 ) 612 (123,670 ) Change in fair value of derivatives embedded within convertible debt 7,447 — — — 7,447 Acceleration of interest expense related to debt conversion (5,112 ) — — — (5,112 ) Equity income from real estate ventures — — 3,002 — 3,002 Loss on sale of investment securities available for sale (38 ) — — — (38 ) Equity income from investments 1,462 — — — 1,462 Equity income in consolidated subsidiaries 96,554 — — (96,554 ) — Management fee income 7,402 — — (7,402 ) — Other, net 3,702 780 4,297 (612 ) 8,167 (Loss) income before provision for income taxes (26,875 ) 136,739 43,962 (96,554 ) 57,272 Income tax benefit (expense) 52,259 (57,846 ) (15,420 ) — (21,007 ) Net income 25,384 78,893 28,542 (96,554 ) 36,265 Net income attributed to non-controlling interest — — (10,881 ) — (10,881 ) Net income attributed to Vector Group Ltd. 25,384 78,893 17,661 (96,554 ) 25,384 Comprehensive income attributed to non-controlling interest — — (10,881 ) — (10,881 ) Comprehensive income attributed to Vector Group Ltd. $ 41,218 $ 79,026 $ 17,661 $ (96,687 ) $ 41,218 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Nine Months Ended September 30, 2015 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. Net cash provided by operating activities $ 84,832 $ 168,095 $ 31,660 $ (144,569 ) $ 140,018 Cash flows from investing activities: Sale of investment securities 146,614 14,415 — — 161,029 Maturities of investment securities 2,653 — — — 2,653 Purchase of investment securities (156,521 ) (6,324 ) — — (162,845 ) Proceeds from sale or liquidation of long-term investments — — 182 — 182 Purchase of long-term investments (10,000 ) — — — (10,000 ) Investments in real estate ventures — — (43,280 ) — (43,280 ) Distributions from investments in real estate ventures — — 11,205 — 11,205 Increase in cash surrender value of life insurance policies (766 ) (459 ) — — (1,225 ) Increase in restricted assets (2 ) (6,870 ) — — (6,872 ) Issuance of notes receivable — — (4,410 ) — (4,410 ) Investments in subsidiaries (53,511 ) — — 53,511 — Proceeds from sale of fixed assets — 3 — — 3 Capital expenditures — (3,305 ) (4,554 ) — (7,859 ) Repayments of notes receivable 1,106 — 4,000 — 5,106 Pay downs of investment securities 5,743 — — — 5,743 Proceeds from sale of preferred securities — — 1,000 — 1,000 Investments in real estate held for sale — — (12,512 ) — (12,512 ) Net cash used in investing activities (64,684 ) (2,540 ) (48,369 ) 53,511 (62,082 ) Cash flows from financing activities: Proceeds from issuance of debt — 1,519 — — 1,519 Deferred financing costs — (624 ) — — (624 ) Repayments of debt — (4,786 ) (182 ) — (4,968 ) Borrowings under revolver — 130,691 — — 130,691 Repayments on revolver — (146,655 ) — — (146,655 ) Capital contributions received — 5,633 47,878 (53,511 ) — Intercompany dividends paid — (134,215 ) (10,354 ) 144,569 — Dividends and distributions on common stock (139,430 ) — — — (139,430 ) Distributions to non-controlling interest — — (564 ) — (564 ) Proceeds from exercise of Vector options 1,321 — — — 1,321 Tax benefit of options exercised 756 — — — 756 Net cash (used in) provided by financing activities (137,353 ) (148,437 ) 36,778 91,058 (157,954 ) Net (decrease) increase in cash and cash equivalents (117,205 ) 17,118 20,069 — (80,018 ) Cash and cash equivalents, beginning of period 211,751 9,724 104,890 — 326,365 Cash and cash equivalents, end of period $ 94,546 $ 26,842 $ 124,959 $ — $ 246,347 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Nine Months Ended September 30, 2014 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. Net cash provided by operating activities $ 23,189 $ 98,319 $ 53,475 $ (74,939 ) $ 100,044 Cash flows from investing activities: Sale of investment securities 173,046 — — — 173,046 Maturities of investment securities 517 — — — 517 Purchase of investment securities (310,934 ) (1,985 ) — — (312,919 ) Proceeds from sale or liquidation of long-term investments 500 — 49 — 549 Purchase of long-term investments (12,000 ) — — — (12,000 ) Investments in real estate ventures — — (29,378 ) — (29,378 ) Purchase of subsidiaries — — (250 ) — (250 ) Distributions from investments in real estate ventures — — 5,540 — 5,540 Increase in cash surrender value of life insurance policies — (435 ) — — (435 ) Decrease (increase) in restricted assets 188 (607 ) (689 ) — (1,108 ) Issuance of notes receivable (35,000 ) — (250 ) 35,000 (250 ) Repayments of notes receivable 35,933 — — (35,000 ) 933 Pay downs of investment securities 690 — — — 690 Proceeds from sale of fixed assets — 4 — — 4 Investments in subsidiaries (49,834 ) — — 49,834 — Capital expenditures (11 ) (15,121 ) (5,614 ) — (20,746 ) Net cash used in investing activities (196,905 ) (18,144 ) (30,592 ) 49,834 (195,807 ) Cash flows from financing activities: Proceeds from issuance of debt 408,750 40,168 — (35,000 ) 413,918 Deferred financing costs (12,360 ) — — — (12,360 ) Repayments of debt — (41,485 ) (3,820 ) 35,000 (10,305 ) Borrowings under revolver — 645,894 — — 645,894 Repayments on revolver — (673,866 ) — — (673,866 ) Capital contributions received — 10,800 39,034 (49,834 ) — Intercompany dividends paid — (54,000 ) (20,939 ) 74,939 — Dividends and distributions on common stock (122,051 ) — — — (122,051 ) Distributions to non-controlling interest — — (4,861 ) — (4,861 ) Proceeds from exercise of Vector options 4,407 — — — 4,407 Tax benefit of options exercised 937 — — — 937 Net cash provided by (used in) financing activities 279,683 (72,489 ) 9,414 25,105 241,713 Net increase in cash and cash equivalents 105,967 7,686 32,297 — 145,950 Cash and cash equivalents, beginning of period 151,342 11,812 71,312 — 234,466 Cash and cash equivalents, end of period $ 257,309 $ 19,498 $ 103,609 $ — $ 380,416 |