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 (“SEC”) Regulation S-X, Rule 3-10, “Financial Statements of Guarantors and Affiliates Whose Securities Collateralize an Issue Registered or Being Registered.” Each of the subsidiary guarantors is 100% owned, directly or indirectly, by the Company, and all guarantees are full and unconditional and joint and several. The Company’s investments in its consolidated subsidiaries are presented under the equity method of accounting. The Company has outstanding $600,000 principal amount of its 7.75% Senior Secured Notes due 2021 that are guaranteed subject to certain customary automatic release provisions on a joint and several basis by all of the 100% owned domestic subsidiaries of the Company that are engaged in the conduct of its cigarette businesses. (See Note 6 ). The notes are not guaranteed by any of the Company’s subsidiaries engaged in the real estate businesses conducted through its subsidiary New Valley. Presented herein are Condensed Consolidating Balance Sheets as of March 31, 2016 and December 31, 2015 and the related Condensed Consolidating Statements of Operations and Cash Flows for the three months ended March 31, 2016 and 2015 of Vector Group. (Parent/Issuer), the guarantor subsidiaries (Subsidiary Guarantors) and the subsidiaries that are not guarantors (Subsidiary Non-Guarantors). The indenture contains covenants that restrict the payment of dividends by the Company if the Company’s consolidated earnings before interest, taxes, depreciation and amortization (“Consolidated EBITDA”), as defined in the indenture, for the most recently ended four full quarters is less than $75,000 . 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. The Company’s Leverage Ratio is defined in the indenture as the ratio of the Company’s and the guaranteeing subsidiaries’ total debt less the fair market value of the Company’s cash, investments in marketable securities and long-term investments to Consolidated EBITDA, as defined in the indenture. The Company’s Secured Leverage Ratio is defined in the indenture in the same manner as the Leverage Ratio, except that secured indebtedness is substituted for indebtedness. CONDENSED CONSOLIDATING BALANCE SHEETS March 31, 2016 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. ASSETS: Current assets: Cash and cash equivalents $ 94,637 $ 23,664 $ 90,747 $ — $ 209,048 Investment securities available for sale 111,659 41,041 — — 152,700 Accounts receivable - trade, net — 10,451 9,998 — 20,449 Intercompany receivables 14,986 — — (14,986 ) — Inventories — 92,451 — — 92,451 Deferred income taxes — — — — — Income taxes receivable, net 23,815 — — (19,194 ) 4,621 Restricted assets — 8,214 1,414 — 9,628 Other current assets 1,422 3,588 32,738 — 37,748 Total current assets 246,519 179,409 134,897 (34,180 ) 526,645 Property, plant and equipment, net 1,671 52,723 19,214 — 73,608 Real estate held for sale, net — — 23,366 — 23,366 Long-term investments 58,525 462 501 — 59,488 Investments in real estate ventures — — 225,033 — 225,033 Investments in consolidated subsidiaries 518,783 — — (518,783 ) — Restricted assets 1,716 13,171 — — 14,887 Goodwill and other intangible assets, net — 107,511 155,902 — 263,413 Prepaid pension costs — 20,976 — — 20,976 Other assets 7,332 11,817 2,224 — 21,373 Total assets $ 834,546 $ 386,069 $ 561,137 $ (552,963 ) $ 1,228,789 LIABILITIES AND STOCKHOLDERS' DEFICIENCY: Current liabilities: Current portion of notes payable and long-term debt $ — $ 25,836 $ 91 $ — $ 25,927 Current portion of employee benefits — 914 — — 914 Intercompany payables — 315 14,671 (14,986 ) — Income taxes payable, net — 18,949 245 (19,194 ) — Litigation accruals and current payments due under the Master Settlement Agreement — 51,391 — — 51,391 Other current liabilities 24,938 54,885 33,262 — 113,085 Total current liabilities 24,938 152,290 48,269 (34,180 ) 191,317 Notes payable, long-term debt and other obligations, less current portion 857,493 6,815 246 — 864,554 Fair value of derivatives embedded within convertible debt 134,348 — — — 134,348 Non-current employee benefits 39,660 15,511 — — 55,171 Deferred income taxes, net 7,167 33,493 44,409 — 85,069 Other liabilities, primarily litigation accruals and payments due under the Master Settlement Agreement 5,011 42,279 4,900 — 52,190 Total liabilities 1,068,617 250,388 97,824 (34,180 ) 1,382,649 Commitments and contingencies Stockholders' (deficiency) equity attributed to Vector Group Ltd. (234,071 ) 135,681 383,102 (518,783 ) (234,071 ) Non-controlling interest — — 80,211 — 80,211 Total stockholders' (deficiency) equity (234,071 ) 135,681 463,313 (518,783 ) (153,860 ) Total liabilities and stockholders' deficiency $ 834,546 $ 386,069 $ 561,137 $ (552,963 ) $ 1,228,789 CONDENSED CONSOLIDATING BALANCE SHEETS December 31, 2015 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. ASSETS: Current assets: Cash and cash equivalents $ 111,470 $ 12,375 $ 116,523 $ — $ 240,368 Investment securities available for sale 131,810 50,166 — — 181,976 Accounts receivable - trade, net — 15,913 7,976 — 23,889 Intercompany receivables 11,293 — — (11,293 ) — Inventories — 86,516 — — 86,516 Income taxes receivable, net 8,213 — — (5,372 ) 2,841 Restricted assets — 7,781 1,414 — 9,195 Other current assets 575 3,747 34,632 — 38,954 Total current assets 263,361 176,498 160,545 (16,665 ) 583,739 Property, plant and equipment, net 1,711 54,097 19,824 — 75,632 Real estate held for sale, net — — 23,318 — 23,318 Long-term investments 61,747 478 501 — 62,726 Investments in real estate ventures — — 217,168 — 217,168 Investments in consolidated subsidiaries 532,501 — — (532,501 ) — Restricted assets 1,713 10,590 — — 12,303 Goodwill and other intangible assets, net — 107,511 156,448 — 263,959 Prepaid pension costs — 20,650 — — 20,650 Other assets 7,582 11,769 1,769 — 21,120 Total assets $ 868,615 $ 381,593 $ 579,573 $ (549,166 ) $ 1,280,615 LIABILITIES AND STOCKHOLDERS' DEFICIENCY: Current liabilities: Current portion of notes payable and long-term debt $ — $ 8,733 $ 186 $ — $ 8,919 Current portion of employee benefits — 915 — — 915 Intercompany payables — 586 10,707 (11,293 ) — Income taxes payable, net — 5,464 4 (5,372 ) 96 Litigation accruals and current payments due under the Master Settlement Agreement — 52,145 — — 52,145 Other current liabilities 38,140 74,083 41,994 — 154,217 Total current liabilities 38,140 141,926 52,891 (16,665 ) 216,292 Notes payable, long-term debt and other obligations, less current portion 848,368 7,519 221 — 856,108 Fair value of derivatives embedded within convertible debt 144,042 — — — 144,042 Non-current employee benefits 39,244 15,811 — — 55,055 Deferred income taxes, net 2,675 33,791 42,963 — 79,429 Other liabilities, primarily litigation accruals and payments due under the Master Settlement Agreement 2,193 44,982 4,675 — 51,850 Total liabilities 1,074,662 244,029 100,750 (16,665 ) 1,402,776 Commitments and contingencies Stockholders' (deficiency) equity attributed to Vector Group Ltd. (206,047 ) 137,564 394,937 (532,501 ) (206,047 ) Non-controlling interest — — 83,886 — 83,886 Total stockholders' (deficiency) equity (206,047 ) 137,564 478,823 (532,501 ) (122,161 ) Total liabilities and stockholders' deficiency $ 868,615 $ 381,593 $ 579,573 $ (549,166 ) $ 1,280,615 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Three Months Ended March 31, 2016 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. Revenues $ — $ 221,142 $ 159,747 $ (89 ) $ 380,800 Expenses: Cost of sales — 136,744 99,678 — 236,422 Operating, selling, administrative and general expenses 9,196 18,273 52,448 (89 ) 79,828 Litigation settlement and judgment expense — 2,350 — — 2,350 Management fee expense — 2,662 — (2,662 ) — Restructuring charges — 41 — — 41 Operating (loss) income (9,196 ) 61,072 7,621 2,662 62,159 Other income (expenses): Interest expense (29,758 ) (959 ) (3 ) — (30,720 ) Change in fair value of derivatives embedded within convertible debt 9,694 — — — 9,694 Equity in losses from real estate ventures — — (507 ) — (507 ) Equity in losses from investments (1,655 ) (16 ) — — (1,671 ) Gain on sale of investment securities available for sale 176 391 — — 567 Impairment of investment securities available for sale (41 ) (4,772 ) — — (4,813 ) Equity in earnings in consolidated subsidiaries 35,610 — — (35,610 ) — Management fee income 2,662 — — (2,662 ) — Other, net 400 237 410 — 1,047 Income before provision for income taxes 7,892 55,953 7,521 (35,610 ) 35,756 Income tax benefit (expense) 11,446 (23,386 ) (2,423 ) — (14,363 ) Net income 19,338 32,567 5,098 (35,610 ) 21,393 Net income attributed to non-controlling interest — — (2,055 ) — (2,055 ) Net income attributed to Vector Group Ltd. $ 19,338 $ 32,567 $ 3,043 $ (35,610 ) $ 19,338 Comprehensive income attributed to non-controlling interest $ — $ — $ (2,055 ) $ — $ (2,055 ) Comprehensive income attributed to Vector Group Ltd. $ 19,381 $ 32,710 $ 3,043 $ (35,753 ) $ 19,381 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Three Months Ended March 31, 2015 Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. Revenues $ — $ 228,623 $ 132,256 $ (119 ) $ 360,760 Expenses: Cost of sales — 157,660 84,358 — 242,018 Operating, selling, administrative and general expenses 7,194 21,337 45,769 (119 ) 74,181 Litigation settlement and judgment expense — 843 — — 843 Management fee expense — 2,562 — (2,562 ) — Operating (loss) income (7,194 ) 46,221 2,129 2,562 43,718 Other income (expenses): Interest expense (30,754 ) (991 ) (1 ) — (31,746 ) Change in fair value of derivatives embedded within convertible debt 6,460 — — — 6,460 Equity in earnings from real estate ventures — — 338 — 338 (Loss) gain on sale of investment securities available for sale (146 ) 13,175 — — 13,029 Equity in earnings from investments 604 8 — — 612 Equity in earnings in consolidated subsidiaries 35,994 — — (35,994 ) — Management fee income 2,562 — — (2,562 ) — Other, net 1,065 320 552 — 1,937 Income before provision for income taxes 8,591 58,733 3,018 (35,994 ) 34,348 Income tax benefit (expense) 12,625 (24,184 ) (1,308 ) — (12,867 ) Net income 21,216 34,549 1,710 (35,994 ) 21,481 Net income attributed to non-controlling interest — — (260 ) — (260 ) Net income attributed to Vector Group Ltd. $ 21,216 $ 34,549 $ 1,450 $ (35,994 ) $ 21,221 Comprehensive income attributed to non-controlling interest $ — $ — $ (260 ) $ — $ (260 ) Comprehensive income attributed to Vector Group Ltd. $ 27,592 $ 32,267 $ 1,450 $ (35,106 ) $ 26,203 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Three Months Ended March 31, 2016 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. Net cash provided by operating activities $ 12,633 $ 30,671 $ 1,917 $ (50,157 ) $ (4,936 ) Cash flows from investing activities: Sale of investment securities 46,497 4,721 — — 51,218 Maturities of investment securities 343 — — — 343 Purchase of investment securities (29,112 ) — — — (29,112 ) Investments in real estate ventures — — (5,795 ) — (5,795 ) Distributions from investments in real estate ventures — — 12 — 12 Increase in cash surrender value of life insurance policies — (62 ) — — (62 ) Increase in restricted assets (3 ) (3,014 ) — — (3,017 ) Investments in subsidiaries (471 ) — — 471 — Capital expenditures (18 ) (2,618 ) (1,279 ) — (3,915 ) Pay downs of investment securities 2,174 — — — 2,174 Investments in real estate held for sale — — (49 ) — (49 ) Net cash provided by (used in) investing activities 19,410 (973 ) (7,111 ) 471 11,797 Cash flows from financing activities: Proceeds from issuance of debt — — 57 — 57 Repayments of debt — (1,545 ) (31 ) — (1,576 ) Borrowings under revolver — 59,426 — — 59,426 Repayments on revolver — (41,482 ) — — (41,482 ) Capital contributions received — 100 371 (471 ) — Intercompany dividends paid — (34,908 ) (15,249 ) 50,157 — Dividends and distributions on common stock (48,876 ) — — — (48,876 ) Contributions from non-controlling interest — — 248 — 248 Distributions to non-controlling interest — — (5,978 ) — (5,978 ) Net cash used in financing activities (48,876 ) (18,409 ) (20,582 ) 49,686 (38,181 ) Net (decrease) increase in cash and cash equivalents (16,833 ) 11,289 (25,776 ) — (31,320 ) Cash and cash equivalents, beginning of period 111,470 12,375 116,523 — 240,368 Cash and cash equivalents, end of period $ 94,637 $ 23,664 $ 90,747 $ — $ 209,048 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Three Months Ended March 31, 2015 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. Net cash (used in) provided by operating activities $ (1,451 ) $ 58,885 $ (4,122 ) $ (45,484 ) $ 7,828 Cash flows from investing activities: Sale of investment securities 60,176 14,415 — — 74,591 Maturities of investment securities 947 — — — 947 Purchase of investment securities (66,152 ) (1,476 ) — — (67,628 ) Proceeds from sale or liquidation of long-term investments 1,106 — 110 — 1,216 Purchase of long-term investments (5,000 ) — — — (5,000 ) Investments in real estate ventures — — (7,816 ) — (7,816 ) Increase in cash surrender value of life insurance policies (558 ) (48 ) — — (606 ) Increase in restricted assets (1 ) (6,932 ) — — (6,933 ) Pay downs of investment securities 1,594 — — — 1,594 Proceeds from sale of fixed assets — 3 — — 3 Investments in subsidiaries (1,969 ) — — 1,969 — Capital expenditures — (956 ) (2,200 ) — (3,156 ) Net cash (used in) provided by investing activities (9,857 ) 5,006 (9,906 ) 1,969 (12,788 ) Cash flows from financing activities: Deferred financing costs — (585 ) — — (585 ) Repayments of debt — (1,797 ) (60 ) — (1,857 ) Borrowings under revolver — 107,668 — — 107,668 Repayments on revolver — (110,792 ) — — (110,792 ) Capital contributions received — 1,950 19 (1,969 ) — Intercompany dividends paid — (43,955 ) (1,529 ) 45,484 — Dividends and distributions on common stock (46,350 ) — — — (46,350 ) Proceeds from exercise of Vector options 809 — — — 809 Tax benefit of options exercised 274 — — — 274 Net cash used in financing activities (45,267 ) (47,511 ) (1,570 ) 43,515 (50,833 ) Net (decrease) increase in cash and cash equivalents (56,575 ) 16,380 (15,598 ) — (55,793 ) Cash and cash equivalents, beginning of period 211,751 9,724 104,890 — 326,365 Cash and cash equivalents, end of period $ 155,176 $ 26,104 $ 89,292 $ — $ 270,572 |