Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | May 07, 2019 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | VECTOR GROUP LTD | |
Entity Central Index Key | 0000059440 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Trading Symbol | VGR | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 140,959,065 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 312,638 | $ 584,581 |
Investment securities at fair value | 134,652 | 131,569 |
Accounts receivable - trade, net | 36,440 | 34,246 |
Inventories | 101,977 | 90,997 |
Restricted assets | 5,412 | 4,477 |
Other current assets | 36,242 | 26,351 |
Total current assets | 627,361 | 872,221 |
Property, plant and equipment, net | 85,641 | 86,736 |
Investments in real estate, net | 26,777 | 26,220 |
Long-term investments (of which $54,202 and $54,628 were carried at fair value) | 66,768 | 66,259 |
Investments in real estate ventures | 138,393 | 141,105 |
Operating lease right of use assets | 124,723 | |
Restricted assets | 6,316 | 6,306 |
Goodwill and other intangible assets, net | 266,065 | 266,611 |
Prepaid pension costs | 24,179 | 23,869 |
Other assets | 62,933 | 60,177 |
Total assets | 1,429,156 | 1,549,504 |
Current liabilities: | ||
Current portion of notes payable and long-term debt | 41,080 | 256,134 |
Current portion of fair value of derivatives embedded within convertible debt | 0 | 6,635 |
Current payments due under the Master Settlement Agreement | 73,809 | 36,561 |
Current portion of employee benefits | 875 | 875 |
Income taxes payable, net | 9,701 | 5,252 |
Litigation accruals | 3,404 | 310 |
Current operating lease liability | 20,414 | |
Other current liabilities | 153,334 | 179,153 |
Total current liabilities | 302,617 | 484,920 |
Notes payable, long-term debt and other obligations, less current portion | 1,387,945 | 1,386,697 |
Fair value of derivatives embedded within convertible debt | 21,075 | 24,789 |
Non-current employee benefits | 61,684 | 61,288 |
Deferred income taxes, net | 39,823 | 37,411 |
Non-current operating lease liability | 128,999 | |
Payments due under the Master Settlement Agreement | 16,383 | 16,383 |
Litigation accruals | 19,027 | 21,794 |
Other liabilities | 41,704 | 63,588 |
Total liabilities | 2,019,257 | 2,096,870 |
Commitments and contingencies (Note 9) | ||
Stockholders' deficiency: | ||
Preferred stock, par value $1.00 per share, 10,000,000 shares authorized | 0 | 0 |
Common stock, par value $0.10 per share, 250,000,000 shares authorized,140,899,065 and 140,914,642 shares issued and outstanding | 14,090 | 14,092 |
Accumulated deficit | (580,581) | (542,169) |
Accumulated other comprehensive loss | (24,098) | (19,982) |
Total Vector Group Ltd. stockholders' deficiency | (590,589) | (548,059) |
Non-controlling interest | 488 | 693 |
Total stockholders' deficiency | (590,101) | (547,366) |
Total liabilities and stockholders' deficiency | $ 1,429,156 | $ 1,549,504 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Stockholders' deficiency: | ||
Long-term investments, fair value | $ 54,202 | $ 54,628 |
Preferred stock, par value (in dollars per share) | $ 1 | $ 1 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Common stock, par value (in dollars per share) | $ 0.10 | $ 0.10 |
Common stock, shares authorized (in shares) | 250,000,000 | 250,000,000 |
Common stock, shares issued (in shares) | 140,899,065 | 140,914,642 |
Common stock, shares outstanding (in shares) | 140,899,065 | 140,914,642 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | ||
Revenues: | |||
Total revenues | $ 420,924 | $ 428,966 | |
Cost of sales: | |||
Total cost of sales | 286,020 | 294,275 | |
Operating, selling, administrative and general expenses | 92,314 | 89,076 | |
Litigation settlement and judgment income | 0 | (2,469) | |
Operating income | 42,590 | 48,084 | |
Other income (expenses): | |||
Interest expense | (37,520) | (45,947) | |
Change in fair value of derivatives embedded within convertible debt | 10,349 | 10,567 | |
Equity in losses from real estate ventures | (2,439) | (6,560) | |
Equity in earnings from investments | 1,362 | 1,162 | |
Net gains (losses) recognized on investment securities | 4,773 | (3,340) | |
Other, net | 2,667 | 1,646 | |
Income before provision for income taxes | 21,782 | 5,612 | |
Income tax expense | 6,749 | 1,948 | |
Net income | 15,033 | 3,664 | |
Net (income) loss attributed to non-controlling interest | (80) | 3,547 | |
Net income attributed to Vector Group Ltd. | $ 14,953 | $ 7,211 | |
Per basic common share: | |||
Net income applicable to common shares attributed to Vector Group Ltd. (in dollars per share) | $ 0.09 | $ 0.04 | |
Per diluted common share: | |||
Net income applicable to common shares attributed to Vector Group Ltd. (in dollars per share) | $ 0.08 | $ 0.04 | |
Tobacco | |||
Revenues: | |||
Total revenues | [1] | $ 256,756 | $ 267,116 |
Cost of sales: | |||
Total cost of sales | [1] | 177,303 | 184,962 |
Real estate | |||
Revenues: | |||
Total revenues | 164,168 | 161,850 | |
Cost of sales: | |||
Total cost of sales | $ 108,717 | 109,313 | |
Litigation settlement and judgment income | $ 2,469 | ||
[1] | Revenues and cost of sales include federal excise taxes of $104,633 and $112,801 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Income Statement [Abstract] | ||
Tax portion of revenues and cost of goods sold | $ 104,633 | $ 112,801 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Statement of Comprehensive Income [Abstract] | ||
Net income | $ 15,033 | $ 3,664 |
Net unrealized gains (losses) on investment securities available for sale: | ||
Change in net unrealized gains (losses) | 377 | (692) |
Net unrealized (gains) losses reclassified into net income | (33) | 595 |
Net unrealized gains (losses) on investment securities available for sale | 344 | (97) |
Net change in pension-related amounts | ||
Amortization of loss | 457 | 442 |
Net change in pension-related amounts | 457 | 442 |
Other comprehensive income | 801 | 345 |
Income tax effect on: | ||
Change in net unrealized gains (losses) on investment securities | (104) | 189 |
Net unrealized (gains) losses reclassified into net income on investment securities | 9 | (163) |
Pension-related amounts | (125) | (121) |
Income tax provision on other comprehensive income | (220) | (95) |
Other comprehensive income, net of tax | 581 | 250 |
Comprehensive income | 15,614 | 3,914 |
Comprehensive (income) loss attributed to non-controlling interest | (80) | 3,547 |
Comprehensive income attributed to Vector Group Ltd. | $ 15,534 | $ 7,461 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Stockholders' Deficiency - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Beginning Balance (in shares) | 140,914,642 | |
Beginning Balance | $ (547,366) | $ (331,760) |
Impact of adoption of new accounting standards | (1,550) | (12,857) |
Net income | 15,033 | 3,664 |
Total other comprehensive income | 581 | 250 |
Distributions and dividends on common stock ($0.40 per share) | (58,776) | (55,900) |
Effect of stock dividend | 0 | |
Surrender of shares in connection with restricted stock vesting | (174) | |
Stock-based compensation | 2,436 | 2,384 |
Distributions to non-controlling interest | (285) | |
Ending Balance | $ (590,101) | $ (394,219) |
Beginning Balance (in shares) | 140,899,065 | |
Common Stock | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Beginning Balance (in shares) | 140,914,642 | 134,365,424 |
Beginning Balance | $ 14,092 | $ 13,437 |
Effect of stock dividend (in shares) | 6,718,271 | |
Effect of stock dividend | $ 672 | |
Surrender of shares in connection with restricted stock vesting (in shares) | (15,577) | |
Surrender of shares in connection with restricted stock vesting | $ (2) | |
Ending Balance | $ 14,090 | $ 14,109 |
Beginning Balance (in shares) | 140,899,065 | 141,083,695 |
Additional Paid-in Capital | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Beginning Balance | $ 0 | $ 0 |
Distributions and dividends on common stock ($0.40 per share) | (2,264) | (2,384) |
Surrender of shares in connection with restricted stock vesting | (172) | |
Stock-based compensation | 2,436 | 2,384 |
Ending Balance | 0 | 0 |
Accumulated Deficit | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Beginning Balance | (542,169) | (414,785) |
Impact of adoption of new accounting standards | 3,147 | 1,094 |
Net income | 14,953 | 7,211 |
Distributions and dividends on common stock ($0.40 per share) | (56,512) | (53,516) |
Effect of stock dividend | (672) | |
Ending Balance | (580,581) | (460,668) |
AOCI Attributable to Parent | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Beginning Balance | (19,982) | (12,571) |
Impact of adoption of new accounting standards | (4,697) | (6,036) |
Total other comprehensive income | 581 | 250 |
Ending Balance | (24,098) | (18,357) |
Non-controlling Interest | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Beginning Balance | 693 | 82,159 |
Impact of adoption of new accounting standards | (7,915) | |
Net income | 80 | (3,547) |
Distributions to non-controlling interest | (285) | |
Ending Balance | $ 488 | $ 70,697 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Stockholders' Deficiency (Parenthetical) - $ / shares | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Statement of Stockholders' Equity [Abstract] | ||
Distributions and dividends on common stock (in dollars per share) | $ 0.40 | $ 0.38 |
Condensed Consolidated Statem_6
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Statement of Cash Flows [Abstract] | ||
Net cash provided by operating activities | $ 19,726 | $ 40,714 |
Cash flows from investing activities: | ||
Sale of investment securities | 7,759 | 2,357 |
Maturities of investment securities | 11,308 | 8,112 |
Purchase of investment securities | (20,623) | (4,364) |
Investments in real estate ventures | (871) | (533) |
Purchase of subsidiaries | (668) | 0 |
Distributions from investments in real estate ventures | 1,134 | 219 |
Increase in cash surrender value of life insurance policies | (238) | (36) |
Increase in restricted assets | (7) | (4) |
Capital expenditures | (3,825) | (3,987) |
Repayments of notes receivable | 0 | 32 |
Pay downs of investment securities | 258 | 446 |
Investments in real estate, net | (641) | (355) |
Net cash (used in) provided by investing activities | (6,414) | 1,887 |
Cash flows from financing activities: | ||
Repayments of debt | (230,466) | (490) |
Borrowings under revolver | 94,400 | 55,170 |
Repayments on revolver | (87,420) | (61,728) |
Dividends and distributions on common stock | (60,459) | (57,187) |
Distributions to non-controlling interest | (285) | 0 |
Net cash used in financing activities | (284,230) | (64,235) |
Net decrease in cash, cash equivalents and restricted cash | (270,918) | (21,634) |
Cash, cash equivalents and restricted cash, beginning of period | 591,729 | 310,937 |
Cash, cash equivalents and restricted cash, end of period | $ 320,811 | $ 289,303 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a) Basis of Presentation : The condensed consolidated financial statements of Vector Group Ltd. (the “Company” or “Vector”) include the accounts of Liggett Group LLC (“Liggett”), Vector Tobacco Inc. (“Vector Tobacco”), Liggett Vector Brands LLC (“Liggett Vector Brands”), New Valley LLC (“New Valley”) and other less significant subsidiaries. New Valley includes the accounts of Douglas Elliman Realty, LLC (“Douglas Elliman”) and other less significant subsidiaries. All significant intercompany balances and transactions have been eliminated. Liggett and Vector Tobacco are engaged in the manufacture and sale of cigarettes in the United States. Liggett Vector Brands coordinates Liggett and Vector Tobacco’s sales and marketing efforts. Certain references to “Liggett” refer to the Company’s tobacco operations, including the business of Liggett and Vector Tobacco, unless otherwise specified. New Valley is engaged in the real estate business. The unaudited, interim condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and, in management’s opinion, contain all adjustments, consisting only of normal recurring items, necessary for a fair statement of the results for the periods presented. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 filed with the Securities and Exchange Commission (“SEC”). The consolidated results of operations for interim periods should not be regarded as necessarily indicative of the results that may be expected for the entire year. (b) Distributions and Dividends on Common Stock : The Company records distributions on its common stock as dividends in its condensed consolidated statement of stockholders’ deficiency to the extent of retained earnings. Any amounts exceeding retained earnings are recorded as a reduction to additional paid-in capital to the extent paid-in-capital is available and then to accumulated deficit. The Company’s stock dividends are recorded as stock splits and given retroactive effect to earnings per share for all periods presented. (c) Earnings Per Share (“EPS”) : Information concerning the Company’s common stock has been adjusted to give retroactive effect to the 5% stock dividend distributed to Company stockholders on September 27, 2018 . All per share amounts and references to share amounts have been updated to reflect the retrospective effect of the stock dividend. Net income for purposes of determining basic EPS was as follows: Three Months Ended March 31, 2019 2018 Net income attributed to Vector Group Ltd. $ 14,953 $ 7,211 Income attributed to participating securities (2,003 ) (1,772 ) Net income applicable to common shares attributed to Vector Group Ltd. $ 12,950 $ 5,439 Net income for purposes of determining diluted EPS was as follows: Three Months Ended March 31, 2019 2018 Net income attributed to Vector Group Ltd. $ 14,953 $ 7,211 Income attributable to 7.5% Variable Interest Senior Convertible Notes (1,246 ) — Income attributed to participating securities (2,003 ) (1,772 ) Net income applicable to common shares attributed to Vector Group Ltd. $ 11,704 $ 5,439 Basic and diluted EPS were calculated using the following common shares: Three Months Ended March 31, 2019 2018 Weighted-average shares for basic EPS 139,493,555 139,288,460 Plus incremental shares related to convertible debt 2,776,775 — Plus incremental shares related to stock options and non-vested restricted stock 14,670 338,591 Weighted-average shares for diluted EPS 142,285,000 139,627,051 The following non-vested restricted stock and shares issuable upon the conversion of convertible debt were outstanding during the three months ended March 31, 2019 and 2018 , but were not included in the computation of diluted EPS because the impact of the per share expense associated with the restricted stock were greater than the average market price of the common shares during the respective periods and the common shares issuable under the convertible debt were anti-dilutive to EPS. Three Months Ended March 31, 2019 2018 Weighted-average shares of non-vested restricted stock 1,340,781 — Weighted-average expense per share $ 18.82 $ — Weighted-average number of shares issuable upon conversion of debt 10,901,963 28,819,626 Weighted-average conversion price $ 21.28 $ 16.96 (d) Fair Value of Derivatives Embedded within Convertible Debt : The Company has estimated the fair value of the embedded derivatives based principally on the results of a valuation model. A readily determinable fair value of the embedded derivatives is not available. The estimated fair value of the derivatives embedded within the convertible debt is based principally on the present value of future dividend payments expected to be received by the convertible debt holders over the term of the debt. The discount rate applied to the future cash flows is estimated based on a spread in the yield of the Company’s debt when compared to risk-free securities with the same duration. The valuation model assumes future dividend payments by the Company and utilizes interest rates and credit spreads for secured to unsecured debt, unsecured to subordinated debt and subordinated debt to preferred stock to determine the fair value of the derivatives embedded within the convertible debt. The valuation also considers other items, including current and future dividends and the volatility of Vector’s stock price. At March 31, 2019 , the range of estimated fair values of the Company’s embedded derivatives was between $21,022 and $21,125 . The Company recorded the fair value of its embedded derivatives at the approximate midpoint of the range at $21,075 as of March 31, 2019 . At December 31, 2018 , the range of estimated fair values of the Company’s embedded derivatives was between $31,371 and $31,519 . The Company recorded the fair value of its embedded derivatives at the midpoint of the range at $31,424 as of December 31, 2018 . The estimated fair value of the Company’s embedded derivatives could change significantly based on future market conditions. (See Note 8 .) (e) Investments in Real Estate Ventures: In accounting for its investments in real estate ventures, the Company identified its participation in Variable Interest Entities (“VIE”), which are defined as (a) entities in which the equity investment at risk is not sufficient to finance its activities without additional subordinated financial support; (b) as a group, the equity investors at risk lack (1) the power to direct the activities of a legal entity that most significantly impact the entity’s economic performance, (2) the obligation to absorb the expected losses of the entity, or (3) the right to receive the expected residual returns of the entity; or (c) as a group, the equity investors have voting rights that are not proportionate to their economic interests and the entity’s activities involve or are conducted on behalf of an investor with a disproportionately small voting interest. The Company’s interest in VIEs is primarily in the form of equity ownership. The Company examines specific criteria and uses judgment when determining if the Company is the primary beneficiary of a VIE. Factors considered include risk and reward sharing, experience and financial condition of other partner(s), voting rights, involvement in day-to-day capital and operating decisions, representation on a VIE’s executive committee, existence of unilateral kick-out rights exclusive of protective rights or voting rights and level of economic disproportionality between the Company and its other partner(s). Accounting guidance requires the consolidation of VIEs in which the Company is the primary beneficiary. The guidance requires consolidation of VIEs that an enterprise has a controlling financial interest. A controlling financial interest will have both of the following characteristics: (a) the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance and (b) the obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. The Company’s maximum exposure to loss in its investments in unconsolidated VIEs is limited to its investment in the VIE, any unfunded capital commitments to the VIE, and, in some cases, guarantees in connection with debt on the specific project. The Company’s maximum exposure to loss in its investment in consolidated VIEs is limited to its investment, which is the carrying value of the investment net of the non-controlling interest. Creditors of the consolidated VIEs have no recourse to the general credit of the primary beneficiary. (f) Other, Net : Other, net consisted of: Three Months Ended March 31, 2019 2018 Interest and dividend income $ 3,208 $ 1,922 Net periodic benefit cost other than the service costs (541 ) (253 ) Other expense — (23 ) Other, net $ 2,667 $ 1,646 (g) Other Current Liabilities : Other current liabilities consisted of: March 31, 2019 December 31, 2018 Accounts payable $ 11,704 $ 13,144 Accrued promotional expenses 30,909 37,940 Accrued excise and payroll taxes payable, net 12,710 14,612 Accrued interest 27,571 38,673 Commissions payable 18,199 12,975 Accrued salary and benefits 13,352 30,228 Contract liabilities 7,824 — Allowance for sales returns 7,318 6,935 Other current liabilities 23,747 24,646 Total other current liabilities $ 153,334 $ 179,153 (h) Goodwill and Other Intangible Assets, Net : The components of “Goodwill and other intangible assets, net” were as follows: March 31, December 31, Goodwill $ 78,008 $ 77,568 Indefinite life intangibles: Intangible asset associated with benefit under the MSA 107,511 107,511 Trademark - Douglas Elliman 80,000 80,000 Intangibles with a finite life, net 546 1,532 Total goodwill and other intangible assets, net $ 266,065 $ 266,611 (i) Reconciliation of Cash, Cash Equivalents and Restricted Cash : The components of “Cash, cash equivalents and restricted cash” in the Statement of Cash Flows were as follows: March 31, December 31, Cash and cash equivalents $ 312,638 $ 584,581 Restricted cash and cash equivalents included in current restricted assets 3,719 2,697 Restricted cash and cash equivalents included in non-current restricted assets 4,454 4,451 Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 320,811 $ 591,729 Amounts included in current restricted assets and non-current restricted assets represent cash and cash equivalents required to be deposited into escrow for bonds required to appeal adverse product liability judgments, amounts required for letters of credit related to office leases, and certain deposit requirements for banking arrangements. The restrictions related to the appellate bonds will remain in place until the appeal process has been completed. The restrictions related to the letters of credit will remain in place for the duration of the respective lease. The restrictions related to the banking arrangements will remain in place for the duration of the arrangement. (j) New Accounting Pronouncements : Accounting Standards Updates (“ASU”) adopted in 2019 : In July 2018, the FASB issued ASU No. 2018-09, Codification Improvements (“ASU 2018-09”). This standard does not prescribe any new accounting guidance, but instead makes minor improvements and clarifications of several different FASB Accounting Standards Codification areas based on comments and suggestions made by various stakeholders. Certain updates were applicable immediately while others were effective for the Company’s fiscal year beginning January 1, 2019. Adoption of this update did not have a material impact on the Company’s condensed consolidated financial statements. In February 2018, the FASB issued ASU No. 2018-02, Income Statement – Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income (“ASU 2018-02”), which allows for stranded tax effects in accumulated other comprehensive income resulting from the Tax Act to be reclassified to retained earnings. The Company adopted ASU 2018-02 effective January 1, 2019. The reclassification from the adoption of this standard resulted in a decrease of $4,697 to accumulated deficit and an increase of $4,697 to accumulated other comprehensive loss. In February 2016, the FASB issued ASU 2016-02, Leases (“ASU 2016-02”), which provides guidance for accounting for leases. ASU 2016-02 requires lessees to classify leases as either finance or operating leases and to record a right-of-use asset and a lease liability for all leases with a term greater than 12 months regardless of the lease classification. The lease classification will determine whether the lease expense is recognized based on an effective interest rate method or on a straight-line basis over the term of the lease. Accounting for lessors remains largely unchanged from current U.S. GAAP. In July 2018, the FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases and ASU 2018-11 “Leases (Topic 842): Targeted Improvements” (ASU 2018-11). ASU 2018-10 clarifies certain areas within ASU 2016-02. Prior to ASU 2018-11, a modified retrospective transition was required for financing or operating leases existing at or entered into after the beginning of the earliest comparative period presented in the financial statements. ASU 2018-11 allows entities an additional transition method to the existing requirements whereby an entity could adopt the provisions of ASU 2016-02 by recognizing a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption without adjustment to the financial statements for periods prior to adoption. ASU 2018-11 also allows a practical expedient that permits lessors to not separate non-lease components from the associated lease component if certain conditions are present. In December 2018, the FASB also issued ASU 2018-20, Leases (Topic 842): Narrow-Scope Improvements for Lessors, which requires lessors to exclude lessor costs paid directly to a third party by lessees from lease revenues and expenses, provides an election for lessors to exclude sales taxes and other similar taxes collected from lessees from consideration in the contract, and clarifies lessors accounting for variable payments related to lease and nonlease components. ASU 2016-02, ASU 2018-10, ASU 2018-11 and ASU 2018-20 was effective for the Company’s fiscal year beginning January 1, 2019 and subsequent interim periods. On January 1, 2019, the Company adopted ASU No. 2016-02- Leases (Topic 842) applying the modified retrospective method and the option presented under ASU 2018-11 to transition only active leases as of January 1, 2019 with a cumulative effect adjustment as of that date. See Note 3 - Leases, for additional accounting policy and transition disclosures. ASUs to be adopted in future periods: In October 2018, the FASB issued ASU No. 2018-17, Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities. The guidance requires indirect interests held through related parties under common control arrangements be considered on a proportional basis for determining whether fees paid to decision makers and service providers are variable interests. The guidance is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The Company is currently evaluating the impact of the new guidance on our condensed consolidated financial statements. In October 2018, the FASB issued ASU No. 2018-16, Inclusion of the Secured Overnight Financing Rate (“SOFR”) Overnight Index Swap (“OIS”) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes (“ASU 2018-16” ) , which amends ASC 815, Derivatives and Hedging. This ASU adds the OIS rate based on SOFR to the list of permissible benchmark rates for hedge accounting purposes. The amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Adoption of ASU 2018-16 will be on a prospective basis for qualifying new or redesignated hedging relationships entered into on or after the date of adoption. The Company is currently assessing the impact the adoption of ASU 2018-16 will have on the Company’s condensed consolidated financial statements. In August 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other Internal Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. The amendments in this update align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. ASU 2018-15 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently assessing the impact the adoption of ASU 2018-15 will have on the Company’s condensed consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-14, Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20): Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans (“ASU 2018-14”). ASU 2018-14 eliminates the requirement to disclose the amounts in accumulated other comprehensive income expected to be recognized as part of net periodic benefit cost over the next year. The ASU also removes the disclosure requirements for the effects of a one-percentage-point change on the assumed health care costs and the effect of this change in rates on service cost, interest cost and the benefit obligation for postretirement health care benefits. ASU 2018-14 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2020. Early adoption is permitted. The adoption of ASU 2018-14 will impact financial statement disclosure with no impact on operating results. |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | REVENUE RECOGNITION Revenue Recognition Accounting Pronouncement Adoption On January 1, 2018, the Company adopted Topic 606 applying the modified retrospective method. The following practical expedients and optional disclosure exemptions available under Topic 606 have been applied: 1. The Company applied the optional exemption in paragraph 606-10-50-14 of Topic 606, and has not disclosed the amount of the transaction price allocated to the remaining performance obligations for the Real Estate property management business because the contracts to provide property management services are typically annual contracts. 2. The Company applied the optional exemption in paragraph 606-10-50-14A of Topic 606, and has not disclosed the amount of the transaction price allocated to the remaining performance obligations for the Real Estate development marketing business because the transaction prices in these contracts are comprised entirely of variable consideration based on the ultimate selling price of each unit in the subject property. Revenue Recognition Policies Revenue is measured based on a consideration specified in a contract with a customer less any sales incentives. Revenue is recognized when (a) an enforceable contract with a customer exists, that has commercial substance, and collection of substantially all consideration for services is probable; and (b) the performance obligations to the customer are satisfied either over time or at a point in time. Tobacco sales: Revenue from cigarette sales, which include federal excise taxes billed to customers, are recognized upon shipment of cigarettes when control has passed to the customer. Average collection terms for Tobacco sales range between three and twelve days from the time that the cigarettes are shipped to the customer. The Company records a liability for goods estimated to be returned in other current liabilities and the associated receivable for anticipated federal excise tax refunds in other current assets on the condensed consolidated balance sheet. The liability for returned goods is based principally on sales volumes and historical return rates. The estimated costs of sales incentives, including customer incentives and trade promotion activities, are based principally on historical experience and are accounted for as reductions in Tobacco revenue. Expected payments for sales incentives are included in other current liabilities on the Company’s condensed consolidated balance sheet. The Company accounts for shipping and handling costs as fulfillment costs as part of cost of sales. Real estate sales: R eal estate commissions and other payments earned by the Company’s real estate brokerage businesses are recognized as revenue when the real estate sale is completed or lease agreement is executed, which is the point in time that the performance obligation is satisfied. Any commission and other payments received in advance are deferred until the satisfaction of the performance obligation. Corresponding agent commission expenses, including any advance commission or other direct expense payments, are deferred and recognized as cost of sales concurrently with related revenues. The Company’s Real Estate revenue contracts with customers do not have multiple material performance obligations to customers under Topic 606, except for contracts in the Company’s development marketing business. Contracts in the development marketing business provide the Company with the exclusive right to sell units in a subject property for a commission fee per unit sold calculated as a percentage of the sales price of each unit. Accordingly, a performance obligation exists for each unit in the development marketing property under contract, and a portion of the total contract transaction price is allocated to and recognized at the time each unit is sold. The total contract transaction price is allocated to each unit in the subject property and recognized when the performance obligation, i.e. the sale of each unit, is satisfied. Accordingly, the transaction price allocated to the remaining performance obligations for the development marketing business represents variable consideration allocated entirely to wholly unsatisfied performance obligations. Under development marketing service arrangements, dedicated staff are required for a subject property and these costs are typically reimbursed from the customer through advance payments that are recoupable from future commission earnings. Advance payments received and associated direct costs paid are deferred, allocated to each unit in the subject property, and recognized at the time of the completed sale of each unit. Development marketing service arrangements also include direct fulfillment costs incurred in advance of the satisfaction of the performance obligation. The Company capitalizes costs incurred in fulfilling a contract with a customer if the fulfillment costs 1) relate directly to an existing contract or anticipated contract, 2) generate or enhance resources that will be used to satisfy performance obligations in the future, and 3) are expected to be recovered. These costs are amortized over the estimated customer relationship period which is the contract term. The Company uses an amortization method that is consistent with the pattern of transfer of goods or services to its customers by allocating these costs to each unit in the subject property and expensing these costs as each unit sold is closed over the contract. Commission revenue is recognized at the time the performance obligation is met for commercial leasing contracts, which is when the lease agreement is executed, as there are no further performance obligations, including any amounts of future payments under extended payment terms. Property management revenue arrangements consist of providing operational and administrative services to manage a subject property. Fees for these services are typically billed and collected monthly. Property management service fees are recognized as revenue over time using the output method as the performance obligations under the customer arrangement are satisfied each month. Title insurance commission fee revenue is earned when the sale of the title insurance policy is completed, which corresponds to the point in time when the underlying real estate sale is completed, which is when the performance obligation is satisfied. Disaggregation of Revenue In the following table, revenue is disaggregated by major product line for the Tobacco segment: Three Months Ended March 31, 2019 2018 Tobacco Segment Revenues: Core Discount Brands - PYRAMID, GRAND PRIX, LIGGETT SELECT, EVE and EAGLE 20’s $ 233,106 $ 241,531 Other Brands 23,650 25,585 Total tobacco revenues $ 256,756 $ 267,116 In the following table, revenue is disaggregated by major services line and primary geographical market for the Real Estate segment: Three Months Ended March 31, 2019 New York City Northeast Southeast West Total Real Estate Segment Revenues : Commission brokerage income $ 65,679 $ 31,111 $ 22,971 $ 18,529 $ 138,290 Development marketing 11,386 — 2,630 7 14,023 Property management revenue 8,167 184 — — 8,351 Title fees — 1,233 — — 1,233 Total Douglas Elliman Realty revenue 85,232 32,528 25,601 18,536 161,897 Other real estate revenues — — — 2,271 2,271 Total real estate revenues $ 85,232 $ 32,528 $ 25,601 $ 20,807 $ 164,168 Three Months Ended March 31, 2018 New York City Northeast Southeast West Total Real Estate Segment Revenues : Commission brokerage income $ 60,408 $ 32,678 $ 24,398 $ 21,412 $ 138,896 Development marketing 10,610 123 293 194 11,220 Property management revenue 8,138 200 — — 8,338 Title fees — 989 — — 989 Total Douglas Elliman Realty revenue 79,156 33,990 24,691 21,606 159,443 Other real estate revenues — — — 2,407 2,407 Total real estate revenues $ 79,156 $ 33,990 $ 24,691 $ 24,013 $ 161,850 Contract Balances The following table provides information about contracts assets and contract liabilities from development marketing and commercial leasing contracts with customers: March 31, 2019 January 1, 2019 Receivables, which are included in accounts receivable - trade, net $ 3,175 $ 2,050 Contract assets, net, which are included in other current assets 9,329 9,264 Payables, which are included in other current liabilities 1,921 1,082 Contract liabilities, which are included in other current liabilities 7,824 7,071 Contract assets, net, which are included in other assets 18,024 15,794 Contract liabilities, which are included in other liabilities 32,376 30,445 Receivables and payables relate to commission receivables and commissions payable from the Real Estate commercial leasing contracts for which the performance obligation has been satisfied, have extended payment terms and are expected to be received and paid in the next twelve months. Receivables decreased $1,125 for the three -month period ended March 31, 2019 primarily due to revenue accrued as performance obligations are satisfied of $1,551 , offset by cash collections. Correspondingly, payables increased $839 primarily due to additional expense accruals as performance obligations are satisfied of $1,119 , offset by cash payments. Contract assets increased by $2,295 during the three months ended March 31, 2019 due to $3,794 of payments made for direct fulfillment costs incurred in advance of the satisfaction of the performance obligations for Real Estate development marketing contracts, offset by costs recognized for units closed during the quarter. Contract liabilities relate to payments received in advance of the performance obligations being satisfied under the contract for the Real Estate development marketing and are recognized as revenue at the points in time when the Company performs under the contract. Performance obligations related to the Real Estate development marketing contracts are considered satisfied when each unit is closed. Development marketing projects tend to span 4 to 6 years from the time the Company enters into the contract with the developer to the time that all of the sales of the units in a subject property are closed. The timing for sales closings are dependent upon several external factors outside the Company’s control, including but not limited to, economic factors, seller and buyer actions, construction timing and other real estate market factors. Accordingly, all contract liabilities and contract costs associated with development marketing are considered long-term until closing dates for unit sales are scheduled. As of March 31, 2019 , the Company estimates approximately $7,824 of contract liabilities will be recognized as revenue within the next twelve months. Contract liabilities increased by $2,684 during the three months ended March 31, 2019 due to $5,219 of advance payments received from customer prior to the satisfaction of performance obligations for Real Estate development marketing contracts, offset by revenue recognized for units sold during the quarter. The Company recognized revenue of $1,514 and $951 for the three months ended March 31, 2019 and 2018 , respectively, that were included in the contract liabilities balances at January 1, 2019 and January 1, 2018 , respectively. Topic 606 requires an entity to disclose the revenue recognized in the reporting period from performance obligations satisfied (or partially satisfied) in previous periods (for example, due to changes in transaction price). There was no revenue recognized relating to performance obligations satisfied or partially satisfied in prior periods for the three months ended March 31, 2019 and 2018 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Leases | LEASES Leasing Accounting Pronouncement Adoption On January 1, 2019, the Company adopted ASU No. 2016-02- Leases (Topic 842) applying the modified retrospective method and the option presented under ASU 2018-11 to transition only active leases as of January 1, 2019 with a cumulative effect adjustment as of that date. All comparative periods prior to January 1, 2019 retain the financial reporting and disclosure requirements of ASC 840. The Company elected the package of practical expedients permitted under the transition guidance within the new standard. The package of three expedients includes: 1) the ability to carry forward the historical lease classification, 2) the elimination of the requirement to reassess whether existing or expired agreements contain leases, and 3) the elimination of the requirement to reassess initial direct costs. The Company also elected the practical expedient related to short-term leases without purchase options reasonably certain to exercise, allowing it to exclude leases with terms of less than twelve (12) months from capitalization for all asset classes. The Company did not elect the hindsight practical expedient when determining the lease terms. The adoption of the new standard resulted in the recording of right-of-use (“ROU”) assets and lease liabilities of $128,890 and $153,676 , respectively, as of January 1, 2019. The difference between the ROU assets and lease liabilities reflects the reclassification of historical deferred rent balances of approximately $22,881 , and tenant improvement receivable of $355 as adjustments to the ROU asset balances, and an adjustment that increased accumulated deficit by $1,550 to recognize the impairment in ROU assets for asset groups previously identified as being impaired. The standard did not materially impact the Company’s consolidated net earnings and had no impact on cash flows. The new standard had no material impact on liquidity and had no impact on the Company’s debt-covenant compliance under its current debt agreements. Leasing Policies The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease ROU assets and lease liabilities on the Company’s balance sheets. Finance leases are included in investments in real estate, net, property, plant and equipment and current and long-term portions of notes payable and long-term debt on the Company’s balance sheets. ROU assets represent the Company’s right to use an underlying asset for the duration of the lease term. Lease liabilities represent the Company’s obligation to make lease payments as determined by the lease agreement. Lease liabilities are recorded at commencement for the net present value of future lease payments over the lease term. The discount rate used is generally the Company’s estimated incremental borrowing rate unless the lessor’s implicit rate is readily determinable. Discount rates are calculated periodically to estimate the rate the Company would pay to borrow the funds necessary to obtain an asset of similar value, over a similar term, with a similar security. ROU assets are recorded and recognized at commencement for the lease liability amount, initial direct costs incurred and is reduced for lease incentives received. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Operating lease expense is recognized on a straight-line basis over the lease term. Finance lease cost is recognized on a straight line basis over the shorter of the useful life of the asset and the lease term. The Company has lease agreements with lease and non-lease components; the Company has elected the accounting policy to combine lease and non-lease components for all underlying asset classes. Leases The Company has operating and finance leases for corporate and sales offices, and certain vehicles and equipment. The leases have remaining lease terms of one year to 15 years, some of which include options to extend for up to 5 years, and some of which include options to terminate the leases within one year . However, the Company in general is not reasonably certain to exercise options to renew or terminate, and therefore renewal and termination options are not considered in the lease term or the ROU asset and lease liability balances. The Company’s lease population includes purchase options on equipment leases that are included in the lease payments when reasonably certain to be exercised. The Company’s lease population does not include any residual value guarantees. The Company’s lease population does not contain any material restrictive covenants. The Company has leases with variable payments, most commonly in the form of Common Area Maintenance (“CAM”) and tax charges which are based on actual costs incurred. These variable payments were excluded from the ROU asset and lease liability balances since they are not fixed or in-substance fixed payments. Variable payments are expensed as incurred. The components of lease expense were as follows: Three Months Ended March 31, 2019 Operating lease cost $ 8,875 Short-term lease cost 234 Variable lease cost 792 Finance lease cost: Amortization of right-of-use assets 56 Interest on lease liabilities 3 Total lease cost $ 9,960 Supplemental cash flow information related to leases was as follows: Three Months Ended March 31, 2019 Cash paid for amounts included in measurement of lease liabilities: Operating cash flows from operating leases $ 9,001 Operating cash flows from finance leases 3 Financing cash flows from finance leases 54 Right-of-use assets obtained in exchange for lease obligations: Operating leases 356 Finance leases — Supplemental balance sheet information related to leases was as follows: March 31, 2019 Operating leases: Operating lease right-of-use assets $ 124,723 Current operating lease liability $ 20,414 Non-current operating lease liability 128,999 Total operating lease liabilities $ 149,413 Finance leases: Investments in real estate, net $ 178 (1) Property, plant and equipment, at cost $ 183 Accumulated amortization (149 ) Property and equipment, net $ 34 Current portion of notes payable and long-term debt $ 181 Notes payable, long-term debt and other obligations, less current portion 27 Total finance lease liabilities $ 208 Weighted average remaining lease term: Operating leases 8.51 Finance leases 1.10 Weighted average discount rate: Operating leases 11.21 % Finance leases 4.97 % (1) Included in Investments in real estate, net on the condensed consolidated balance sheet are financing lease equipment, at cost of $729 and accumulated amortization of $551 as of March 31, 2019. As of March 31, 2019, maturities of lease liabilities were as follows: Operating Leases Finance Leases Year Ending December 31: Remainder of 2019 $ 27,019 $ 158 2020 30,852 54 2021 28,260 1 2022 25,390 — 2023 23,753 — 2024 18,674 Thereafter 85,807 — Total lease payments 239,755 213 Less imputed interest (90,342 ) (5 ) Total $ 149,413 $ 208 Under ASC 840, Leases , future minimum lease payments under noncancelable operating leases as of December 31, 2018 were as follows: Lease Commitments Sublease Rentals Net Year Ending December 31: 2019 $ 35,973 $ 69 $ 35,904 2020 29,917 — 29,917 2021 27,592 — 27,592 2022 25,185 — 25,185 2023 23,589 — 23,589 Thereafter 104,126 — 104,126 Total $ 246,382 $ 69 $ 246,313 The Company has one lease for office space wherein the lessor is an affiliate of a significant shareholder of the Company. This lease represents $1,521 of the ROU asset balances and $1,577 of lease liability balances as of March 31, 2019 . The rent expense for this lease was approximated $115 for the three months ended March 31, 2019 . As of March 31, 2019 , the Company had an additional operating lease for office space, that has not yet commenced, of $657 in undiscounted lease payments. The operating lease will commence in the second quarter of 2019 with lease terms of 10 |
Leases | LEASES Leasing Accounting Pronouncement Adoption On January 1, 2019, the Company adopted ASU No. 2016-02- Leases (Topic 842) applying the modified retrospective method and the option presented under ASU 2018-11 to transition only active leases as of January 1, 2019 with a cumulative effect adjustment as of that date. All comparative periods prior to January 1, 2019 retain the financial reporting and disclosure requirements of ASC 840. The Company elected the package of practical expedients permitted under the transition guidance within the new standard. The package of three expedients includes: 1) the ability to carry forward the historical lease classification, 2) the elimination of the requirement to reassess whether existing or expired agreements contain leases, and 3) the elimination of the requirement to reassess initial direct costs. The Company also elected the practical expedient related to short-term leases without purchase options reasonably certain to exercise, allowing it to exclude leases with terms of less than twelve (12) months from capitalization for all asset classes. The Company did not elect the hindsight practical expedient when determining the lease terms. The adoption of the new standard resulted in the recording of right-of-use (“ROU”) assets and lease liabilities of $128,890 and $153,676 , respectively, as of January 1, 2019. The difference between the ROU assets and lease liabilities reflects the reclassification of historical deferred rent balances of approximately $22,881 , and tenant improvement receivable of $355 as adjustments to the ROU asset balances, and an adjustment that increased accumulated deficit by $1,550 to recognize the impairment in ROU assets for asset groups previously identified as being impaired. The standard did not materially impact the Company’s consolidated net earnings and had no impact on cash flows. The new standard had no material impact on liquidity and had no impact on the Company’s debt-covenant compliance under its current debt agreements. Leasing Policies The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease ROU assets and lease liabilities on the Company’s balance sheets. Finance leases are included in investments in real estate, net, property, plant and equipment and current and long-term portions of notes payable and long-term debt on the Company’s balance sheets. ROU assets represent the Company’s right to use an underlying asset for the duration of the lease term. Lease liabilities represent the Company’s obligation to make lease payments as determined by the lease agreement. Lease liabilities are recorded at commencement for the net present value of future lease payments over the lease term. The discount rate used is generally the Company’s estimated incremental borrowing rate unless the lessor’s implicit rate is readily determinable. Discount rates are calculated periodically to estimate the rate the Company would pay to borrow the funds necessary to obtain an asset of similar value, over a similar term, with a similar security. ROU assets are recorded and recognized at commencement for the lease liability amount, initial direct costs incurred and is reduced for lease incentives received. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Operating lease expense is recognized on a straight-line basis over the lease term. Finance lease cost is recognized on a straight line basis over the shorter of the useful life of the asset and the lease term. The Company has lease agreements with lease and non-lease components; the Company has elected the accounting policy to combine lease and non-lease components for all underlying asset classes. Leases The Company has operating and finance leases for corporate and sales offices, and certain vehicles and equipment. The leases have remaining lease terms of one year to 15 years, some of which include options to extend for up to 5 years, and some of which include options to terminate the leases within one year . However, the Company in general is not reasonably certain to exercise options to renew or terminate, and therefore renewal and termination options are not considered in the lease term or the ROU asset and lease liability balances. The Company’s lease population includes purchase options on equipment leases that are included in the lease payments when reasonably certain to be exercised. The Company’s lease population does not include any residual value guarantees. The Company’s lease population does not contain any material restrictive covenants. The Company has leases with variable payments, most commonly in the form of Common Area Maintenance (“CAM”) and tax charges which are based on actual costs incurred. These variable payments were excluded from the ROU asset and lease liability balances since they are not fixed or in-substance fixed payments. Variable payments are expensed as incurred. The components of lease expense were as follows: Three Months Ended March 31, 2019 Operating lease cost $ 8,875 Short-term lease cost 234 Variable lease cost 792 Finance lease cost: Amortization of right-of-use assets 56 Interest on lease liabilities 3 Total lease cost $ 9,960 Supplemental cash flow information related to leases was as follows: Three Months Ended March 31, 2019 Cash paid for amounts included in measurement of lease liabilities: Operating cash flows from operating leases $ 9,001 Operating cash flows from finance leases 3 Financing cash flows from finance leases 54 Right-of-use assets obtained in exchange for lease obligations: Operating leases 356 Finance leases — Supplemental balance sheet information related to leases was as follows: March 31, 2019 Operating leases: Operating lease right-of-use assets $ 124,723 Current operating lease liability $ 20,414 Non-current operating lease liability 128,999 Total operating lease liabilities $ 149,413 Finance leases: Investments in real estate, net $ 178 (1) Property, plant and equipment, at cost $ 183 Accumulated amortization (149 ) Property and equipment, net $ 34 Current portion of notes payable and long-term debt $ 181 Notes payable, long-term debt and other obligations, less current portion 27 Total finance lease liabilities $ 208 Weighted average remaining lease term: Operating leases 8.51 Finance leases 1.10 Weighted average discount rate: Operating leases 11.21 % Finance leases 4.97 % (1) Included in Investments in real estate, net on the condensed consolidated balance sheet are financing lease equipment, at cost of $729 and accumulated amortization of $551 as of March 31, 2019. As of March 31, 2019, maturities of lease liabilities were as follows: Operating Leases Finance Leases Year Ending December 31: Remainder of 2019 $ 27,019 $ 158 2020 30,852 54 2021 28,260 1 2022 25,390 — 2023 23,753 — 2024 18,674 Thereafter 85,807 — Total lease payments 239,755 213 Less imputed interest (90,342 ) (5 ) Total $ 149,413 $ 208 Under ASC 840, Leases , future minimum lease payments under noncancelable operating leases as of December 31, 2018 were as follows: Lease Commitments Sublease Rentals Net Year Ending December 31: 2019 $ 35,973 $ 69 $ 35,904 2020 29,917 — 29,917 2021 27,592 — 27,592 2022 25,185 — 25,185 2023 23,589 — 23,589 Thereafter 104,126 — 104,126 Total $ 246,382 $ 69 $ 246,313 The Company has one lease for office space wherein the lessor is an affiliate of a significant shareholder of the Company. This lease represents $1,521 of the ROU asset balances and $1,577 of lease liability balances as of March 31, 2019 . The rent expense for this lease was approximated $115 for the three months ended March 31, 2019 . As of March 31, 2019 , the Company had an additional operating lease for office space, that has not yet commenced, of $657 in undiscounted lease payments. The operating lease will commence in the second quarter of 2019 with lease terms of 10 |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Inventories | INVENTORIES Inventories consisted of: March 31, December 31, Leaf tobacco $ 50,266 $ 42,917 Other raw materials 3,119 3,750 Work-in-process 2,266 1,931 Finished goods 67,864 63,937 Inventories at current cost 123,515 112,535 LIFO adjustments (21,538 ) (21,538 ) $ 101,977 $ 90,997 All of the Company’s inventories at March 31, 2019 and December 31, 2018 are reported under the LIFO method. The $21,538 LIFO adjustment as of March 31, 2019 decreases the current cost of inventories by $14,932 for Leaf tobacco, $219 for Other raw materials, $25 for Work-in-process and $6,362 for Finished goods. The $21,538 LIFO adjustment as of December 31, 2018 decreased the current cost of inventories by $14,932 for Leaf tobacco, $219 for Other raw materials, $25 for Work-in-process and $6,362 for Finished goods. Liggett enters into purchase commitments with third-party providers for leaf tobacco. The future quantities of leaf tobacco and prices are established at the date of the commitments. At March 31, 2019 , Liggett had tobacco purchase commitments of approximately $3,858 . Liggett has a single source supply agreement for reduced ignition propensity cigarette paper through 2019. Each period, the Company capitalizes in inventory the portion of its MSA liability that relates to cigarettes shipped to public warehouses but not sold. The amount of capitalized MSA cost in “Finished goods” inventory was $16,892 and $16,001 at March 31, 2019 and December 31, 2018 , respectively. Federal excise tax in inventory was $26,555 and $26,419 at March 31, 2019 and December 31, 2018 |
Investment Securities At Fair V
Investment Securities At Fair Value | 3 Months Ended |
Mar. 31, 2019 | |
Investments, Debt and Equity Securities [Abstract] | |
Investment Securities At Fair Value | INVESTMENT SECURITIES AT FAIR VALUE Investment securities at fair value consisted of the following: March 31, 2019 December 31, 2018 Debt securities available for sale $ 88,605 $ 84,367 Equity securities at fair value 46,047 47,202 Total investment securities at fair value $ 134,652 $ 131,569 Net gains (losses) recognized on investment securities were as follows: Three Months Ended March 31, 2019 2018 Net gains (losses) recognized on equity securities $ 4,740 $ (2,745 ) Net gains (losses) recognized on debt securities available for sale 36 (9 ) Impairments on debt securities available for sale (3 ) (586 ) Net gains (losses) recognized on investment securities $ 4,773 $ (3,340 ) Sales of investment securities totaled $7,759 and $2,357 and proceeds from early redemptions by issuers totaled $11,566 and $8,558 for the three months ended March 31, 2019 and 2018 , respectively, mainly from the sales and redemptions of Corporate securities and U.S. Government securities. (a) Debt Securities Available for Sale The components of debt securities available for sale at March 31, 2019 were as follows: Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Marketable debt securities $ 88,093 $ 512 $ — $ 88,605 Total debt securities available for sale $ 88,093 $ 512 $ — $ 88,605 The table below summarizes the maturity dates of debt securities available for sale at March 31, 2019 . Investment Type: Fair Value Under 1 Year 1 Year up to 5 Years More than 5 Years U.S. Government securities $ 24,275 $ 12,662 $ 11,613 $ — Corporate securities 43,110 10,694 32,416 — U.S. mortgage-backed securities 4,132 489 3,643 — Commercial mortgage-backed securities 397 33 364 — Commercial paper 13,180 13,180 — — Index-linked U.S. bonds 2,354 2,354 — — Foreign fixed-income securities 1,157 652 505 — Total debt securities available for sale by maturity dates $ 88,605 $ 40,064 $ 48,541 $ — The components of debt securities available for sale at December 31, 2018 were as follows: Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Marketable debt securities $ 84,199 $ 168 $ — $ 84,367 Total debt securities available for sale $ 84,199 $ 168 $ — $ 84,367 There were no available-for-sale debt securities with continuous unrealized losses for less than 12 months and 12 months or greater at March 31, 2019 and December 31, 2018 , respectively. Gross realized gains and losses on debt securities available for sale were as follows: Three Months Ended March 31, 2019 2018 Gross realized gains on sales $ 38 $ — Gross realized losses on sales (2 ) (9 ) Net gains (losses) recognized on debt securities available for sale $ 36 $ (9 ) Gross realized losses on other-than-temporary impairments $ (3 ) $ (586 ) Although management generally does not have the intent to sell any specific securities at the end of the period, in the ordinary course of managing the Company’s investment securities portfolio, management may sell securities prior to their maturities for a variety of reasons, including diversification, credit quality, yield and liquidity requirements. (b) Equity Securities at Fair Value Equity securities at fair value consisted of the following: March 31, 2019 December 31, 2018 Marketable equity securities $ 24,387 $ 26,010 Mutual funds invested in fixed income securities 21,660 21,192 Total equity securities at fair value $ 46,047 $ 47,202 The following is a summary of unrealized and realized net gains and losses recognized in net income on equity securities at fair value during the three months ended March 31, 2019 and 2018 , respectively: Three Months Ended March 31, 2019 2018 Net gains (losses) recognized on equity securities (1) $ 4,740 $ (2,745 ) Less: Net gains recognized on equity securities sold (2) 132 130 Net unrealized gains (losses) recognized on equity securities still held at the reporting date $ 4,608 $ (2,875 ) (1) Includes $3,559 and $1,731 of net gains recognized on equity securities at fair value that qualify for the net asset value (“NAV”) practical expedient during the three months ended March 31, 2019 and 2018 , respectively. These equity securities are included in the “Long-term investments” line item on the condensed consolidated balance sheet and are further discussed in Note 6 . (2) Includes $434 of gains recognized on sales of equity securities at fair value that qualify for the NAV practical expedient during the three months ended March 31, 2019 . These equity securities are included in the “Long-term investments” line item on the condensed consolidated balance sheet and are further discussed in Note 6 . The Company’s marketable equity securities and mutual funds invested in fixed-income securities are classified as Level 1 under the fair value hierarchy disclosed in Note 12 . Their fair values are based on quoted prices for identical assets in active markets or inputs that are based upon quoted prices for similar instruments in active markets. (c) Equity Securities Without Readily Determinable Fair Values That Do Not Qualify for the NAV Practical Expedient Equity securities without readily determinable fair values that do not qualify for the NAV practical expedient consisted of an investment in the common stock of a reinsurance company at March 31, 2019 and December 31, 2018 , respectively. The total carrying value of this investment was $5,000 and was included in “Other assets” on the condensed consolidated balance sheet at March 31, 2019 and December 31, 2018 , respectively. No impairment or other adjustments related to observable price changes in orderly transactions for identical or similar investments were identified for the three months ended March 31, 2019 and 2018 |
Long-Term Investments
Long-Term Investments | 3 Months Ended |
Mar. 31, 2019 | |
Long-term Investments [Abstract] | |
Long-Term Investments | LONG-TERM INVESTMENTS Long-term investments consisted of the following: March 31, 2019 December 31, 2018 Equity securities at fair value that qualify for the NAV practical expedient $ 54,202 $ 54,628 Equity-method investments 12,566 11,631 $ 66,768 $ 66,259 (a) Equity Securities at Fair Value That Qualify for the NAV Practical Expedient The estimated fair value of the Company’s equity securities at fair value that qualify for the NAV practical expedient was provided by the partnerships based on the indicated market values of the underlying assets or investment portfolio. The investments in these investment partnerships are illiquid and the ultimate realization of these investments is subject to the performance of the underlying partnership and its management by the general partners. In accordance with Subtopic 820-10, these investments are not classified under the fair value hierarchy disclosed in Note 12 because they are investments measured at fair value using the NAV practical expedient. The Company redeemed 25% of one of its investments that qualify for the NAV practical expedient during March 2019. The Company recorded $3,984 of in-transit redemptions from the proceeds at March 31, 2019 . (b) Equity-Method Investments: Equity-method investments consisted of the following: March 31, December 31, 2018 Indian Creek Investors LP (“Indian Creek”) $ 1,353 $ 1,167 Boyar Value Fund (“Boyar”) 9,041 8,384 Ladenburg Thalmann Financial Services Inc. (“LTS”) 2,172 2,080 Castle Brands, Inc. (“Castle”) — — $ 12,566 $ 11,631 At March 31, 2019 , the Company’s ownership percentages in Indian Creek, Boyar, LTS and Castle were 12.58% , 34.38% , 10.20% and 7.64% , respectively. The Company accounted for its Indian Creek and Boyar interests as equity-method investments because the Company’s ownership percentage meets the threshold for equity-method accounting. The Company accounted for its LTS and Castle interests as equity-method investments because the Company has the ability to exercise significant influence over their operating and financial policies. The fair value of the investment in Boyar, based on the quoted market price as of March 31, 2019 , was $9,041 , equal to its carrying value. At March 31, 2019 , the aggregate fair values of the LTS and Castle investments, based on the quoted market price, were $42,991 and $9,027 , respectively. The Company received cash distributions of $427 and $414 from the Company’s equity-method investments for the three months ended March 31, 2019 and 2018 , respectively. The Company recognized equity in earnings from equity-method investments of $1,362 and $1,162 for the three months ended March 31, 2019 and 2018 , respectively. The Company has suspended its recognition of equity in losses from Castle to the extent such losses exceed its basis. If it is determined that an other-than-temporary decline in fair value exists in equity-method investments, the Company records an impairment charge with respect to such investment in its condensed consolidated statements of operations. The Company will continue to perform additional assessments to determine the impact, if any, on the Company’s condensed consolidated financial statements. Thus, future impairment charges may occur. The equity-method investments are carried on the condensed consolidated balance sheet at cost under the equity method of accounting. The fair values disclosed above for Boyar, LTS and Castle would be classified as Level 1 under the fair value hierarchy disclosed in Note 12 if such assets were recorded on the condensed consolidated balance sheet at fair value. The fair values are based on quoted prices for identical assets in active markets or inputs that are based upon quoted prices for similar instruments in active markets. The estimated fair value of the Company’s investment in Indian Creek represents the NAV per share and was provided by the partnership based on the indicated market value of the underlying assets or investment portfolio. The investment is illiquid and its ultimate realization is subject to the performance of the underlying partnership and its management by the general partners. In accordance with Subtopic 820-10, this investment would not be classified under the fair value hierarchy disclosed in Note 12 |
New Valley LLC
New Valley LLC | 3 Months Ended |
Mar. 31, 2019 | |
Real Estate [Abstract] | |
New Valley LLC | NEW VALLEY LLC Investments in real estate ventures: New Valley holds equity investments in various real estate projects domestically and internationally. The majority of New Valley’s investment in real estate ventures were located in the New York City Standard Metropolitan Statistical Area (“SMSA”). New Valley aggregates the disclosure of its investments in real estate ventures by property type and operating characteristics. The components of “Investments in real estate ventures” were as follows: Range of Ownership (1) March 31, 2019 December 31, 2018 Condominium and Mixed Use Development: New York City SMSA 3.1% - 49.5% $ 63,570 $ 65,007 All other U.S. areas 15.0% - 48.5% 31,858 31,392 95,428 96,399 Hotels: New York City SMSA 5.2% - 18.4% 14,462 15,782 International 49.0% 1,848 2,334 16,310 18,116 Commercial: New York City SMSA 49.0% 1,739 1,867 All other U.S. areas 1.6% 7,345 7,053 9,084 8,920 Other: 15.0% - 50.0% 17,571 17,670 Investments in real estate ventures $ 138,393 $ 141,105 ______________________ (1) The Range of Ownership reflects New Valley’s estimated current ownership percentage. New Valley’s actual ownership percentage as well as the percentage of earnings and cash distributions may ultimately differ as a result of a number of factors including potential dilution, financing or admission of additional partners. Contributions: The components of New Valley’s contributions to its investments in real estate ventures were as follows: Three Months Ended March 31, 2019 2018 Condominium and Mixed Use Development: New York City SMSA $ 500 $ 533 500 533 Hotels: New York City SMSA 172 — 172 — Other: 199 — Total contributions $ 871 $ 533 New Valley contributed its proportionate share of additional capital along with contributions by the other investment partners during the three months ended March 31, 2019 and March 31, 2018 . New Valley’s direct investment percentage for these ventures did not significantly change. Distributions: The components of distributions received by New Valley from its investments in real estate ventures were as follows: Three Months Ended March 31, 2019 2018 Condominium and Mixed Use Development: New York City SMSA $ 571 $ 2,868 571 2,868 Apartment Buildings: All other U.S. areas — 201 — 201 Hotels: New York City SMSA 784 — 784 — Commercial: New York City SMSA 6 — All other U.S. areas 58 215 64 215 Other 1,098 18 Total distributions $ 2,517 $ 3,302 Of the distributions received by New Valley from its investment in real estate ventures, $1,383 and $3,083 were from distributions of earnings for the three months ended March 31, 2019 and March 31, 2018 , respectively, and $1,134 and $219 were a return of capital for the three months ended March 31, 2019 and March 31, 2018 , respectively. Distributions from earnings are included in cash from operations in the Condensed Consolidating Statements of Cash Flows, while distributions that are returns of capital are included in cash flows from investing activities in the Condensed Consolidating Statements of Cash Flows. Equity in Earnings (Losses) from Real Estate Ventures: New Valley recognized equity in earnings (losses) from real estate ventures as follows: Three Months Ended March 31, 2019 2018 Condominium and Mixed Use Development: New York City SMSA $ (2,106 ) $ (3,462 ) All other U.S. areas (108 ) (505 ) (2,214 ) (3,967 ) Apartment Buildings: All other U.S. areas — (1,580 ) — (1,580 ) Hotels: New York City SMSA (708 ) (814 ) International (486 ) (425 ) (1,194 ) (1,239 ) Commercial: New York City SMSA (121 ) (267 ) All other U.S. areas 292 230 171 (37 ) Other: 798 263 Equity in losses from real estate ventures $ (2,439 ) $ (6,560 ) As part of the Company’s ongoing assessment of the carrying values of its investments in real estate ventures, the Company determined that the fair value of a New York City SMSA C ondominium and Mixed Use Development venture was less than its carrying value as of March 31, 2018 . The Company determined that the impairment was other than temporary. The Company recorded an impairment charge as a component of equity in losses from real estate ventures of $7,474 of which $6,354 was attributed to the Company for the three months ended March 31, 2018 . Investment in Real Estate Ventures Entered into during 2019: In February 2019, New Valley invested $500 for an approximate 37% interest in 352 6th, LLC. The joint venture plans to develop a condominium complex. The venture is a variable interest entity; however, New Valley is not the primary beneficiary. New Valley accounts for this investment under the equity method of accounting. New Valley's maximum exposure to loss as a result of its investment in 352 6th, LLC was $506 at March 31, 2019 . VIE Consideration: The Company has determined that New Valley is the primary beneficiary of two real estate ventures because it controls the activities that most significantly impact economic performance of each of the two real estate ventures. Consequently, New Valley consolidates these variable interest entities (“VIEs”). The carrying amount of the consolidated assets of the VIEs was $976 and $1,387 as of March 31, 2019 and December 31, 2018 , respectively. Those assets are owned by the VIEs, not the Company. Neither of the two consolidated VIEs had recourse liabilities as of March 31, 2019 and December 31, 2018 . A VIE’s assets can only be used to settle obligations of that VIE. The VIEs are not guarantors of the Company’s senior notes and other debts payable. For the remaining investments in real estate ventures, New Valley determined that the entities were variable interest entities but New Valley was not the primary beneficiary. Therefore, New Valley’s investment in such real estate ventures has been accounted for under the equity method of accounting. Maximum Exposure to Loss: New Valley’s maximum exposure to loss from its investments in real estate ventures consisted of the net carrying value of the venture adjusted for any future capital commitments and/or guarantee arrangements. The maximum exposure to loss was as follows: March 31, 2019 Condominium and Mixed Use Development: New York City SMSA $ 68,492 All other U.S. areas 44,358 112,850 Hotels: New York City SMSA 14,462 International 1,848 16,310 Commercial: New York City SMSA 1,739 All other U.S. areas 7,345 9,084 Other: 32,350 Total maximum exposure to loss $ 170,594 New Valley capitalized $1,315 of interest costs into the carrying value of its ventures whose projects were currently under development for the three months ended March 31, 2019 . New Valley capitalized $2,209 of interest costs into the carrying value of its venture whose projects were currently under development for the three months ended March 31, 2018 . Douglas Elliman has been engaged by the developers as the sole broker or the co-broker for several of the real estate ventures that New Valley owns an interest. Douglas Elliman earned gross commissions of approximately $3,118 and $3,759 from these projects for the three months ended March 31, 2019 and March 31, 2018 , respectively. Combined Financial Statements for Unconsolidated Subsidiaries: The following summarized financial data for certain unconsolidated subsidiaries that meet certain thresholds pursuant to SEC Regulation S-X Rule 210.10-01(b) includes information for the 215 Chrystie Street investment. New Valley has elected a one-month lag reporting period for the investment. Hotels: Three Months Ended March 31, 2019 2018 Income Statement Revenue $ 13,421 $ 82,947 Cost of sales — 53,851 Other expenses 19,395 20,692 (Loss) income from continuing operations $ (5,974 ) $ 8,404 Investments in Real Estate, net: The components of “Investments in real estate, net” were as follows: March 31, December 31, Escena, net $ 10,086 $ 10,170 Sagaponack 16,691 16,050 Investments in real estate, net $ 26,777 $ 26,220 Escena. The assets of “Escena, net” were as follows: March 31, December 31, Land and land improvements $ 8,910 $ 8,910 Building and building improvements 1,900 1,900 Other 2,197 2,162 13,007 12,972 Less accumulated depreciation (2,921 ) (2,802 ) $ 10,086 $ 10,170 New Valley recorded operating income of $686 and $800 for the three months ended March 31, 2019 and 2018 , respectively, from Escena. Investment in Sagaponack. In April 2015, New Valley invested $12,502 in a residential real estate project located in Sagaponack, NY. The project is wholly owned and the balances of the project are included in the condensed consolidated financial statements of the Company. As of March 31, 2019 , the assets of Sagaponack consisted of land and land improvements of $16,691 |
Notes Payable, Long-Term Debt a
Notes Payable, Long-Term Debt and Other Obligations | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Notes Payable, Long-Term Debt and Other Obligations | NOTES PAYABLE, LONG-TERM DEBT AND OTHER OBLIGATIONS Notes payable, long-term debt and other obligations consisted of: March 31, December 31, Vector: 6.125% Senior Secured Notes due 2025 $ 850,000 $ 850,000 10.5% Senior Notes due 2026 325,000 325,000 7.5% Variable Interest Senior Convertible Notes due 2019, net of unamortized discount of $0 and $3,359* — 226,641 5.5% Variable Interest Senior Convertible Debentures due 2020, net of unamortized discount of $24,300 and $29,465* 207,700 202,535 Liggett: Revolving credit facility 35,435 28,381 Term loan under credit facility 2,335 2,409 Equipment loans 667 1,039 Other 30,346 30,440 Notes payable, long-term debt and other obligations 1,451,483 1,666,445 Less: Debt issuance costs (22,458 ) (23,614 ) Total notes payable, long-term debt and other obligations 1,429,025 1,642,831 Less: Current maturities (41,080 ) (256,134 ) Amount due after one year $ 1,387,945 $ 1,386,697 ______________________ * The fair value of the derivatives embedded within the 7.5% Variable Interest Senior Convertible Notes ( $0 at March 31, 2019 and $6,635 at December 31, 2018 , respectively) and the 5.5% Variable Interest Senior Convertible Debentures ( $21,075 at March 31, 2019 and $24,789 at December 31, 2018 , respectively), is separately classified as a derivative liability in the condensed consolidated balance sheets. 6.125% Senior Secured Notes due 2025 — Vector : As of March 31, 2019 , the Company was in compliance with all debt covenants related to its 6.125% Senior Secured Notes due 2025. 10.5% Senior Notes due 2026 — Vector : On November 2, 2018, the Company completed the sale of $325,000 of its 10.5% Senior Notes due 2026 (“ 10.5% Senior Notes”) in a private offering that is exempt from registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), to qualified institutional buyers in accordance with Rule 144A of the Securities Act. There are no registration rights associated with the notes, and the Company does not intend to offer notes registered under the Securities Act in exchange for the 10.5% Senior Notes or file a registration statement with respect to the 10.5% Senior Notes. The aggregate net proceeds from the sale of the 10.5% Senior Notes were approximately $315,000 after deducting underwriting discounts, commissions, fees and offering expenses. The Company will pay cash interest at a rate of 10.5% per year, payable semi-annually on May 1 and November 1 of each year, beginning on May 1, 2019. Interest will accrue from November 2, 2018. The 10.5% Senior Notes mature on November 1, 2026. Interest on overdue principal and interest, if any, will accrue at a rate that is 1% higher than the then applicable interest rate on the 10.5% Senior Notes. The Company will make each interest payment to the holders of record on the immediately preceding April 15 and October 15. The Company may redeem some or all of the 10.5% Senior Notes at any time prior to November 1, 2021 at a make-whole redemption price. On or after November 1, 2021, the Company may redeem some or all of the 10.5% Senior Notes at redemption prices set forth in the indenture, plus accrued and unpaid interest, if any, to the redemption date. In addition, any time prior to November 1, 2021, the Company may redeem up to 40% of the aggregate outstanding amount of the 10.5% Senior Notes with the net proceeds of certain equity offerings at 110.5% of the aggregate principal amount of the 10.5% Senior Notes, plus accrued and unpaid interest, if any, to the redemption date, if at least 60% of the aggregate principal amount of the 10.5% Senior Notes originally issued remains outstanding after such redemption, and the redemption occurs within 90 of the closing of such equity offering. In the event of a change of control, as defined in the indenture, each holder of the 10.5% Senior Notes will have the right to require the Company to make an offer to repurchase some or all of its 10.5% Senior Notes at a repurchase price equal to 101% of the aggregate principal amount of the 10.5% Senior Notes plus accrued and unpaid interest to the date of purchase. If the Company sells certain assets and does not apply the proceeds as required pursuant to the indenture, it must offer to repurchase the 10.5% Senior Notes at the prices listed in the indenture. The 10.5% Senior Notes are guaranteed subject to certain customary automatic release provisions on a joint and several basis by all of the wholly owned domestic subsidiaries of the Company that are engaged in the conduct of the Company’s cigarette businesses, and by DER Holdings LLC, through which the Company indirectly owns a 100.00% interest in Douglas Elliman. The 10.5% Senior Notes are the Company’s general senior unsecured obligations, and are pari passu in right of payment with all of the Company’s existing and future senior indebtedness and senior in right of payment to all of our future subordinated indebtedness. The 10.5% Senior Notes are effectively subordinated in right of payment to all of our existing and future indebtedness that is secured by assets of the Company or assets of the Guarantors, to the extent of the value of the assets securing such indebtedness. The 10.5% Senior Notes are structurally subordinated to all of the liabilities and preferred stock of any of our subsidiaries that do not guarantee the notes. Each guarantee of the 10.5% Senior Notes are the general obligation of the Guarantor and are pari passu in right of payment with all other senior indebtedness of such Guarantor, including the indebtedness of Liggett Group and Maple under their Credit Agreement with Wells Fargo. Each guarantee of the 10.5% Senior Notes are senior in right of payment to all future subordinated indebtedness of the Guarantor, if any. The indenture contains covenants that limit the Company and each Guarantor’s ability to, among other things: (i) incur additional indebtedness; (ii) pay dividends or make other distributions, including dividends, repurchases or redemptions of its equity interests; (iii) prepay, redeem or repurchase its subordinated indebtedness; (iv) make investments; (v) sell assets; (vi) incur certain liens; (vii) enter into agreements restricting its subsidiaries’ ability to pay dividends; (viii) enter into transactions with affiliates; and (ix) consolidate, merge or sell all or substantially all of its assets. These covenants are subject to a number of important exceptions and qualifications, as described in the indenture. As of March 31, 2019 , the Company was in compliance with all debt covenants related to its 10.5% Senior Notes due 2026. 7.5% Variable Interest Senior Convertible Notes due 2019 — Vector : In January 2019, the Company paid $230,000 of principal and $8,102 of accrued interest as full payment of its 7.5% Convertible Notes that matured on January 15, 2019. Revolving Credit Facility and Term Loan Under Credit Facility — Liggett : As of March 31, 2019 , a total of $37,770 was outstanding under the revolving and term loan portions of the credit facility. The total outstanding balance under the revolving and term loan portions of the credit facility was classified as current debt as of March 31, 2019 . Availability, as determined under the facility, was approximately $20,500 based on eligible collateral at March 31, 2019 . As of March 31, 2019 , the Company’s applicable subsidiaries were in compliance with all debt covenants under this revolving and term loan facility. Non-Cash Interest Expense — Vector : Three Months Ended March 31, 2019 2018 Amortization of debt discount, net $ 8,528 $ 18,193 Amortization of debt issuance costs 1,185 2,681 $ 9,713 $ 20,874 Fair Value of Notes Payable and Long-Term Debt : March 31, 2019 December 31, 2018 Carrying Fair Carrying Fair Value Value Value Value Senior Notes $ 1,175,000 $ 1,060,943 $ 1,175,000 $ 1,034,500 Variable Interest Senior Convertible Debt 207,700 235,190 429,176 468,704 Liggett and other 68,783 68,773 62,269 62,255 Notes payable and long-term debt $ 1,451,483 (1) $ 1,364,906 $ 1,666,445 (1) $ 1,565,459 ______________________ (1) The carrying value does not include the carrying value of the embedded derivative. See Note 12 . Notes payable and long-term debt are carried on the condensed consolidated balance sheet at amortized cost. The fair value determinations disclosed above are classified as Level 2 under the fair value hierarchy disclosed in Note 12 if such liabilities were recorded on the condensed consolidated balance sheet at fair value. The estimated fair value of the Company’s notes payable and long-term debt has been determined by the Company using available market information and appropriate valuation methodologies including the evaluation of the Company’s credit risk as described in the Company’s Form 10-K. The Company used a derived price based upon quoted market prices and trade activity as of March 31, 2019 |
Contingencies
Contingencies | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | CONTINGENCIES Tobacco-Related Litigation : Overview. Since 1954, Liggett and other United States cigarette manufacturers have been named as defendants in numerous direct, third-party and purported class actions predicated on the theory that cigarette manufacturers should be liable for damages alleged to have been caused by cigarette smoking or by exposure to secondary smoke from cigarettes. The cases have generally fallen into the following categories: (i) smoking and health cases alleging personal injury brought on behalf of individual plaintiffs (“Individual Actions”); (ii) lawsuits by individuals requesting the benefit of the Engle ruling (“ Engle progeny cases”); (iii) smoking and health cases primarily alleging personal injury or seeking court-supervised programs for ongoing medical monitoring, as well as cases alleging that use of the terms “lights” and/or “ultra lights” constitutes a deceptive and unfair trade practice, common law fraud or violation of federal law, purporting to be brought on behalf of a class of individual plaintiffs (“Class Actions”); and (iv) health care cost recovery actions brought by various foreign and domestic governmental plaintiffs and non-governmental plaintiffs seeking reimbursement for health care expenditures allegedly caused by cigarette smoking and/or disgorgement of profits (“Health Care Cost Recovery Actions”). The future financial impact of the risks and expenses of litigation are not quantifiable. For the three months ended March 31, 2019 and 2018 , Liggett incurred tobacco product liability legal expenses and costs totaling $1,463 and $1,508 , respectively. The tobacco product liability legal expenses and costs are included in the operating, selling, administrative and general expenses and litigation settlement and judgment expense line items in the Condensed Consolidated Statements of Operations. Legal defense costs are expensed as incurred. Litigation is subject to uncertainty and it is possible that there could be adverse developments in pending cases. With the commencement of new cases, the defense costs and the risks relating to the unpredictability of litigation increase. Management reviews on a quarterly basis with counsel all pending litigation and evaluates the probability of a loss being incurred and whether an estimate can be made of the possible loss or range of loss that could result from an unfavorable outcome. An unfavorable outcome or settlement of pending tobacco-related litigation could encourage the commencement of additional litigation. Damages awarded in tobacco-related litigation can be significant. Bonds. Although Liggett has been able to obtain required bonds or relief from bonding requirements in order to prevent plaintiffs from seeking to collect judgments while adverse verdicts are on appeal, there remains a risk that such relief may not be obtainable in all cases. This risk has been reduced given that a majority of states now limit the dollar amount of bonds or require no bond at all. As of March 31, 2019 , to obtain a stay of the judgment pending the appeal of the Santoro case, Liggett had secured $535 in bonds. In June 2009, Florida amended its existing bond cap statute by adding a $200,000 bond cap that applies to all Engle progeny cases in the aggregate and establishes individual bond caps for individual Engle progeny cases in amounts that vary depending on the number of judgments in effect at a given time. The maximum amount of any such bond for an appeal in the Florida state courts will be no greater than $5,000 . In several cases, plaintiffs challenged the constitutionality of the bond cap statute, but to date the courts have upheld the constitutionality of the statute. It is possible that the Company’s consolidated financial position, results of operations, and cash flows could be materially adversely affected by an unfavorable outcome of such challenges. Accounting Policy . The Company and its subsidiaries record provisions in their consolidated financial statements for pending litigation when they determine that an unfavorable outcome is probable and the amount of loss can be reasonably estimated. At the present time, while it is reasonably possible that an unfavorable outcome in a case may occur, except as discussed in this Note 9 : (i) management has concluded that it is not probable that a loss has been incurred in any of the pending tobacco-related cases; or (ii) management is unable to reasonably estimate the possible loss or range of loss that could result from an unfavorable outcome of any of the pending tobacco-related cases and, therefore, management has not provided any amounts in the consolidated financial statements for unfavorable outcomes, if any. Although Liggett has generally been successful in managing the litigation filed against it, litigation is subject to uncertainty and significant challenges remain, including with respect to the remaining Engle progeny cases. There can be no assurances that Liggett’s past litigation experience will be representative of future results. Judgments have been entered against Liggett in the past, in Individual Actions and Engle progeny cases, and several of those judgments were affirmed on appeal and satisfied by Liggett. It is possible that the consolidated financial position, results of operations and cash flows of the Company could be materially adversely affected by an unfavorable outcome or settlement of any of the remaining smoking-related litigation. Liggett believes, and has been so advised by counsel, that it has valid defenses to the litigation pending against it, as well as valid bases for appeal of adverse verdicts. All such cases are and will continue to be vigorously defended. Liggett has entered into settlement discussions in individual cases or groups of cases where Liggett has determined it was in its best interest to do so, and it may continue to do so in the future. As cases proceed through the appellate process, the Company will consider accruals on a case-by-case basis if an unfavorable outcome becomes probable and the amount can be reasonably estimated. Individual Actions As of March 31, 2019 , there were 33 Individual Actions pending against Liggett, where one or more individual plaintiffs allege injury resulting from cigarette smoking, addiction to cigarette smoking or exposure to secondary smoke and seek compensatory and, in some cases, punitive damages. These cases do not include the remaining Engle progeny cases or the individual cases pending in West Virginia state court as part of a consolidated action. The following table lists the number of Individual Actions by state: State Number of Cases Florida 22 Illinois 4 New York 2 Louisiana 2 West Virginia 2 Ohio 1 The plaintiffs’ allegations of liability in cases in which individuals seek recovery for injuries allegedly caused by cigarette smoking are based on various theories of recovery, including negligence, gross negligence, breach of special duty, strict liability, fraud, concealment, misrepresentation, design defect, failure to warn, breach of express and implied warranties, conspiracy, aiding and abetting, concert of action, unjust enrichment, common law public nuisance, property damage, invasion of privacy, mental anguish, emotional distress, disability, shock, indemnity, violations of deceptive trade practice laws, the federal Racketeer Influenced and Corrupt Organizations Act (“RICO”), state RICO statutes and antitrust statutes. In many of these cases, in addition to compensatory damages, plaintiffs also seek other forms of relief including treble/multiple damages, medical monitoring, disgorgement of profits and punitive damages. Although alleged damages often are not determinable from a complaint, and the law governing the pleading and calculation of damages varies from state to state and jurisdiction to jurisdiction, compensatory and punitive damages have been specifically pleaded in a number of cases, sometimes in amounts ranging into the hundreds of millions and even billions of dollars. Defenses raised in Individual Actions include lack of proximate cause, assumption of the risk, comparative fault and/or contributory negligence, lack of design defect, statute of limitations, equitable defenses such as “unclean hands” and lack of benefit, failure to state a claim and federal preemption. Engle Progeny Cases In May 1994, the Engle case was filed as a class action against Liggett and others in Miami-Dade County, Florida. The class consisted of all Florida residents who, by November 21, 1996, “have suffered, presently suffer or have died from diseases and medical conditions caused by their addiction to cigarette smoking.” A trial was held and the jury returned a verdict adverse to the defendants (approximately $145,000,000 in punitive damages, including $790,000 against Liggett). Following an appeal to the Third District Court of Appeal, the Florida Supreme Court in July 2006 decertified the class on a prospective basis and affirmed the appellate court’s reversal of the punitive damages award. Former class members had until January 2008 to file individual lawsuits. As a result, Liggett and the Company, and other cigarette manufacturers, were sued in thousands of Engle progeny cases in both federal and state courts in Florida. Although the Company was not named as a defendant in the Engle case, it was named as a defendant in substantially all of the Engle progeny cases where Liggett was named as a defendant. Cautionary Statement About Engle Progeny Cases . Since 2009, judgments have been entered against Liggett and other cigarette manufacturers in Engle progeny cases. A number of the judgments have been affirmed on appeal and satisfied by the defendants. Many have been overturned on appeal. As of March 31, 2019 , 25 Engle progeny cases where Liggett was a defendant at trial resulted in verdicts. There have been 16 verdicts returned in favor of the plaintiffs and nine in favor of Liggett. In five of the cases, punitive damages were awarded against Liggett. In certain cases, the judgments were entered jointly and severally with other defendants and Liggett may face the risk that one or more co-defendants decline or otherwise fail to participate in the bonding required for an appeal or to pay their proportionate or jury-allocated share of a judgment. As a result, under certain circumstances, Liggett may have to pay more than its proportionate share of any bonding or judgment related amounts. Except as discussed in this Note 9, management is unable to estimate the possible loss or range of loss from the remaining Engle progeny cases as there are currently multiple defendants in each case and, in most cases, discovery has not occurred or is limited. As a result, the Company lacks information about whether plaintiffs are in fact Engle class members, the relevant smoking history, the nature of the alleged injury and the availability of various defenses, among other things. Further, plaintiffs typically do not specify the amount of their demand for damages. As cases proceed through the appellate process, the Company will consider accruals on a case-by-case basis if an unfavorable outcome becomes probable and the amount can be reasonably estimated. Engle Progeny Settlements. In October 2013, the Company and Liggett entered into a settlement with approximately 4,900 Engle progeny plaintiffs and their counsel. Pursuant to the terms of the settlement, Liggett agreed to pay a total of approximately $110,000 , with $61,600 paid in an initial lump sum and the balance of $48,000 to be paid in installments over 14 years starting in February 2015. In exchange, the claims of these plaintiffs were dismissed with prejudice against the Company and Liggett. The Company’s future payments will be approximately $3,400 per annum through 2028, with a cost of living increase beginning in 2021. In December 2016, the Company and Liggett entered into an agreement with 124 Engle progeny plaintiffs and their counsel. Pursuant to the terms of this settlement, Liggett agreed to pay $17,650 , $14,000 of which was paid in December 2016 with the balance paid in December 2017. As a result of this settlement, the Company recorded a charge of $17,650 in the fourth quarter of 2016. In June 2017, Liggett entered into an agreement to settle nine cases (eight Engle progeny cases and one Individual Action) for $1,400 and in September 2017 Liggett entered into an agreement to settle 20 Engle progeny cases for $4,100 . As of March 31, 2019 , Liggett (and in certain cases the Company) had, on an individual basis, settled an additional 185 Engle progeny cases for approximately $7,600 in the aggregate. Notwithstanding the comprehensive nature of the Engle Progeny Settlements, approximately 70 plaintiffs’ claims remain pending in state court. Therefore, the Company and Liggett may still be subject to periodic adverse judgments which could have a material adverse effect on the Company’s consolidated financial position, results of operations and cash flows. Judgments Paid in Engle Progeny Cases . As of March 31, 2019 , Liggett had paid in the aggregate $39,773 , including interest and attorneys’ fees, to satisfy the judgments in the following Engle progeny cases: Lukacs , Campbell , Douglas , Clay, Tullo, Ward, Rizzuto, Lambert and Buchanan . An adverse verdict against Liggett for $160 in Santoro is currently on appeal. Maryland Cases Liggett was a defendant in 16 multi-defendant personal injury cases in Maryland alleging claims arising from asbestos and tobacco exposure (“synergy cases”). In July 2016, the Court of Appeals (Maryland’s highest court) ruled that joinder of tobacco and asbestos cases may be possible in certain circumstances, but plaintiffs must demonstrate at the trial court level how such cases may be joined while providing appropriate safeguards to prevent embarrassment, delay, expense or prejudice to defendants and “the extent to which, if at all, the special procedures applicable to asbestos cases should extend to tobacco companies.” The Court of Appeals remanded these issues to be determined at the trial court level. In June 2017, the trial court issued an order dismissing all synergy cases against the tobacco defendants, including Liggett, without prejudice. Plaintiffs may seek appellate review or file new cases against the tobacco companies. Liggett Only Cases There is currently one case pending where Liggett is the sole defendant: Cowart , a Florida Individual Action where there has been no recent activity. It is possible that cases where Liggett is the only defendant could increase as a result of the remaining Engle progeny cases and newly filed Individual Cases. Class Actions As of March 31, 2019 , three actions were pending for which either a class had been certified or plaintiffs were seeking class certification where Liggett is a named defendant. Other cigarette manufacturers are also named in these actions. Plaintiffs’ allegations of liability in class action cases are based on various theories of recovery, including negligence, gross negligence, strict liability, fraud, misrepresentation, design defect, failure to warn, nuisance, breach of express and implied warranties, breach of special duty, conspiracy, concert of action, violation of deceptive trade practice laws and consumer protection statutes and claims under the federal and state anti-racketeering statutes. Plaintiffs in the class actions seek various forms of relief, including compensatory and punitive damages, treble/multiple damages and other statutory damages and penalties, creation of medical monitoring and smoking cessation funds, disgorgement of profits, and injunctive and equitable relief. Defenses raised in these cases include, among others, lack of proximate cause, individual issues predominate, assumption of the risk, comparative fault and/or contributory negligence, statute of limitations and federal preemption. In November 1997, in Young v. American Tobacco Co., a purported personal injury class action was commenced on behalf of plaintiff and all similarly situated residents in Louisiana who, though not themselves cigarette smokers, allege they were exposed to secondhand smoke from cigarettes that were manufactured by the defendants, including Liggett, and suffered injury as a result of that exposure. The plaintiffs seek to recover an unspecified amount of compensatory and punitive damages. No class certification hearing has been held. The stay order entered on March 16, 2016 stays the case pending completion of the smoking cessation program ordered by the court in Scott v. The American Tobacco Co . In February 1998, in Parsons v. AC & S Inc. , a purported class action was commenced on behalf of all West Virginia residents who allegedly have claims arising from their exposure to cigarette smoke and asbestos fibers. The operative complaint seeks to recover unspecified compensatory and punitive damages on behalf of the putative class. The case is stayed as a result of the December 2000 bankruptcy of three of the defendants. Although not technically a class action, in In Re: Tobacco Litigation (Personal Injury Cases) , a West Virginia state court consolidated approximately 750 individual smoker actions that were pending prior to 2001 for trial of certain “common” issues. Liggett was severed from trial of the consolidated action. In May 2013, the jury rejected all but one of the plaintiffs’ claims against the non-Liggett defendants, finding in favor of plaintiffs on the claim that ventilated filter cigarettes between 1964 and July 1, 1969 should have included instructions on how to use them. The court entered judgment in October 2013, dismissing all claims against the non-Liggett defendants except the ventilated filter claim on behalf of 30 plaintiffs. Subsequently, these claims were settled by the non-Liggett defendants. In May 2016 , the trial court ruled that the case could proceed against Liggett, notwithstanding the outcome of the first phase of the trial against the non-Liggett defendants. In December 2017, the court ordered plaintiffs’ counsel to confirm all remaining plaintiffs with claims against Liggett. The court further agreed that it would entertain a renewed motion by Liggett regarding the impact of the final judgment in favor of co-defendants on the claims against Liggett and whether those claims are barred by the doctrine of collateral estoppel. In 2017 Liggett moved to dismiss a number of plaintiffs’ claims on various grounds. The court granted the motions as to approximately 25 plaintiffs and reserved ruling as to other claims until additional discovery is provided by plaintiffs. The Phase I Common Issues trial is set starting August 12, 2019. It is currently estimated that Liggett could be a defendant in approximately 55 individual cases. Health Care Cost Recovery Actions As of March 31, 2019 , one Health Care Cost Recovery Action was pending against Liggett, Crow Creek Sioux Tribe v. American Tobacco Company , a South Dakota case filed in 1997, where the plaintiff seeks to recover damages from Liggett and other cigarette manufacturers based on various theories of recovery as a result of alleged sales of tobacco products to minors. The case is dormant. The claims asserted in health care cost recovery actions vary, but can include the equitable claim of indemnity, common law claims of negligence, strict liability, breach of express and implied warranty, breach of special duty, fraud, negligent misrepresentation, conspiracy, public nuisance, claims under state and federal statutes governing consumer fraud, antitrust, deceptive trade practices and false advertising, and claims under RICO. Although no specific damage amounts are typically pleaded, it is possible that requested damages might be in the billions of dollars. In these cases, plaintiffs typically assert equitable claims that the tobacco industry was “unjustly enriched” by their payment of health care costs allegedly attributable to smoking and seek reimbursement of those costs. Relief sought by some, but not all, plaintiffs include punitive damages, multiple damages and other statutory damages and penalties, injunctions prohibiting alleged marketing and sales to minors, disclosure of research, disgorgement of profits, funding of anti-smoking programs, additional disclosure of nicotine yields, and payment of attorney and expert witness fees. Department of Justice Lawsuit In September 1999, the United States government commenced litigation against Liggett and other cigarette manufacturers in the United States District Court for the District of Columbia. The action sought to recover, among other things, an unspecified amount of health care costs paid and to be paid by the federal government for smoking-related illnesses allegedly caused by the fraudulent and tortious conduct of defendants. In August 2006, the trial court entered a Final Judgment against each of the cigarette manufacturing defendants, except Liggett. The judgment was affirmed on appeal. As a result, the cigarette manufacturing defendants, other than Liggett, are now subject to the trial court’s Final Judgment which ordered, among other things, the issuance of “corrective statements” in various media regarding the adverse health effects of smoking, the addictiveness of smoking and nicotine, the lack of any significant health benefit from smoking “low tar” or “lights” cigarettes, defendants’ manipulation of cigarette design to ensure optimum nicotine delivery and the adverse health effects of exposure to environmental tobacco smoke. Upcoming Trials As of March 31, 2019 , there were three Individual Actions and two Engle Progeny cases scheduled for trial through March 31, 2020, where Liggett (and/or the Company) is a named defendant. Trial dates are subject to change and additional cases could be set for trial during this time. MSA and Other State Settlement Agreements In March 1996, March 1997 and March 1998, Liggett entered into settlements of smoking-related litigation with 45 states and territories. The settlements released Liggett from all smoking-related claims made by those states and territories, including claims for health care cost reimbursement and claims concerning sales of cigarettes to minors. In November 1998, Philip Morris, R.J. Reynolds and two other companies (the “Original Participating Manufacturers” or “OPMs”) and Liggett and Vector Tobacco (together with any other tobacco product manufacturer that becomes a signatory, the “Subsequent Participating Manufacturers” or “SPMs”) (the OPMs and SPMs are hereinafter referred to jointly as “PMs”) entered into the Master Settlement Agreement (the “MSA”) with 46 states, the District of Columbia, Puerto Rico, Guam, the United States Virgin Islands, American Samoa and the Northern Mariana Islands (collectively, the “Settling States”) to settle the asserted and unasserted health care cost recovery and certain other claims of the Settling States. The MSA received final judicial approval in each Settling State. As a result of the MSA, the Settling States released Liggett and Vector Tobacco from: • all claims of the Settling States and their respective political subdivisions and other recipients of state health care funds, relating to: (i) past conduct arising out of the use, sale, distribution, manufacture, development, advertising and marketing of tobacco products; (ii) the health effects of, the exposure to, or research, statements or warnings about, tobacco products; and • all monetary claims of the Settling States and their respective subdivisions and other recipients of state health care funds relating to future conduct arising out of the use of, or exposure to, tobacco products that have been manufactured in the ordinary course of business. The MSA restricts tobacco product advertising and marketing within the Settling States and otherwise restricts the activities of PMs. Among other things, the MSA prohibits the targeting of youth in the advertising, promotion or marketing of tobacco products; bans the use of cartoon characters in all tobacco advertising and promotion; limits each PM to one tobacco brand name sponsorship during any 12 -month period; bans all outdoor advertising, with certain limited exceptions; prohibits payments for tobacco product placement in various media; bans gift offers based on the purchase of tobacco products without sufficient proof that the intended recipient is an adult; prohibits PMs from licensing third parties to advertise tobacco brand names in any manner prohibited under the MSA; and prohibits PMs from using as a tobacco product brand name any nationally recognized non-tobacco brand or trade name or the names of sports teams, entertainment groups or individual celebrities. The MSA also requires PMs to affirm corporate principles to comply with the MSA and to reduce underage use of tobacco products and imposes restrictions on lobbying activities conducted on behalf of PMs. In addition, the MSA provides for the appointment of an independent auditor to calculate and determine the amounts of payments owed pursuant to the MSA. Under the payment provisions of the MSA, PMs are required to make annual payments of $9,000,000 (subject to applicable adjustments, offsets and reductions including a “Non-Participating Manufacturers Adjustment” or “NPM Adjustment”). These annual payments are allocated based on unit volume of domestic cigarette shipments. The payment obligations under the MSA are the several, and not joint, obligation of each PM and are not the responsibility of any parent or affiliate of a PM. Liggett has no payment obligations under the MSA except to the extent its market share exceeds a market share exemption of approximately 1.65% of total cigarettes sold in the United States. Vector Tobacco has no payment obligations under the MSA except to the extent its market share exceeds a market share exemption of approximately 0.28% of total cigarettes sold in the United States. Liggett and Vector Tobacco’s domestic shipments accounted for 4.0% of the total cigarettes sold in the United States in 2018. If Liggett’s or Vector Tobacco’s market share exceeds their respective market share exemption in a given year, then on April 15 of the following year, Liggett and/or Vector Tobacco, as the case may be, must pay on each excess unit an amount equal (on a per-unit basis) to that due from the OPMs for that year. On December 28, 2018, Liggett and Vector Tobacco pre-paid $132,500 of their approximate $166,000 2018 MSA obligation, the balance of which was paid in April 2019, subject to applicable disputes or adjustments. Certain MSA Disputes NPM Adjustment. Liggett and Vector Tobacco contend that they are entitled to an NPM Adjustment for each year from 2003 - 2018. The NPM Adjustment is a potential adjustment to annual MSA payments, available when PMs suffer a market share loss to NPMs for a particular year and an economic consulting firm selected pursuant to the MSA determines (or the parties agree) that the MSA was a “significant factor contributing to” that loss. A Settling State that has “diligently enforced” its qualifying escrow statute in the year in question may be able to avoid its allocable share of the NPM Adjustment. For 2003 - 2018, Liggett and Vector Tobacco, as applicable, disputed that they owed the Settling States the NPM Adjustments as calculated by the independent auditor. As permitted by the MSA, Liggett and Vector Tobacco either paid subject to dispute, withheld payment, or paid into a disputed payment account, the amounts associated with these NPM Adjustments. In June 2010, after the PMs prevailed in 48 of 49 motions to compel arbitration, the parties commenced the arbitration for the 2003 NPM Adjustment. That arbitration concluded in September 2013. It was followed by various challenges filed in state courts by states that did not prevail in the arbitration. Those challenges resulted in reductions, but not elimination of, the amounts awarded. The arbitration for the 2004 NPM Adjustment started in 2016, and hearings in that arbitration are underway. A separate proceeding in state court is underway for one state that appealed an order compelling arbitration (New Mexico). The PMs have now settled most of the disputed NPM Adjustment years with 37 states representing approximately 75% of the MSA share. In January 2019, Montana sent a demand letter to the PMs seeking the return of amounts withheld or paid into the disputed payments escrow account (plus interest) for the NPM Adjustment years 2005 - 2016. Any amounts purportedly due from Liggett to Montana are immaterial. The 2004 arbitration and separate court proceedings continue for states with which the PMs have not settled. As a result of the settlements and arbitration award described above, Liggett and Vector Tobacco reduced cost of sales in the aggregate by $32,840 for years 2013 - 2018. Liggett and Vector Tobacco may be entitled to further adjustments. As of March 31, 2019 , Liggett and Vector Tobacco had accrued approximately $13,400 related to the disputed amounts withheld from the non-settling states for 2004 - 2010, which may be subject to payment, with interest, if Liggett and Vector Tobacco lose the disputes for those years. As of March 31, 2019 , there remains approximately $27,300 in the disputed payments account relating to Liggett and Vector Tobacco’s 2011 - 2017 NPM Adjustment disputes with the non-settling states. Other State Settlements. The MSA replaced Liggett’s prior settlements with all states and territories except for Florida, Mississippi, Texas and Minnesota. Each of these four states, prior to the effective date of the MSA, negotiated and executed settlement agreements with each of the other major tobacco companies, separate from those settlements reached previously with Liggett. Except as described below, Liggett’s agreements with these states remain in full force and effect. These states’ settlement agreements with Liggett contained most favored nation provisions which could reduce Liggett’s payment obligations based on subsequent settlements or resolutions by those states with certain other tobacco companies. Beginning in 1999, Liggett determined that, based on settlements or resolutions with United States Tobacco Company, Liggett’s payment obligations to those four states were eliminated. With respect to all non-economic obligations under the previous settlements, Liggett believes it is entitled to the most favorable provisions as between the MSA and each state’s respective settlement with the other major tobacco companies. Therefore, Liggett’s non-economic obligations to all states and territories are now defined by the MSA. In 2003, as a result of a dispute with Minnesota regarding its settlement agreement, Liggett agreed to pay $100 a year in any year cigarettes manufactured by Liggett are sold in that state. Further, the Attorneys General for Florida, Mississippi and Texas advised Liggett that they believed Liggett had failed to make payments under the respective settlement agreements with those states. In 2010, Liggett settled with Florida and agreed to pay $1,200 and to make further annual payments of $250 for a period of 21 years, starting in March 2011, with the payments from year 12 forward being subject to an inflation adjustment. In January 2016, the Attorney General for Mississippi filed a motion in Chancery Court in Jackson County, Mississippi to enforce the March 1996 settlement agreement alleging that Liggett owes Mississippi at least $27,000 in damages (including interest), and $20,000 in punitive damages and attorneys’ fees. In April 2017, the Chancery Court ruled that the settlement agreement should be enforced and referred the matter to a Special Master for further proceedings to determine the amount of damages, if any, to be awarded. In May 2017, Liggett filed a Petition for Interlocutory Appeal to the Mississippi Supreme Court, which was denied. Liggett filed a demand for arbitration regarding two specific issues and moved in Chancery Court to compel arbitration and stay the proceedings pending before the Special Master. In June 2018, the Chancery Court granted Liggett’s motion to compel arbitration and stayed the proceedings before the Special Master pending completion of the arbitration. On March 21, 2019, the arbitration panel issued its decision on the two specific issues before it: (i) the panel ruled in favor of Liggett, finding that the $294,000 of proceeds from Eve Holdings’ 1999 brand sale should not be included in Liggett’s pre-tax income, which would reduce the amount of compensatory damages, if any, that would be due to Miss |
Employee Benefit Plans
Employee Benefit Plans | 3 Months Ended |
Mar. 31, 2019 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | EMPLOYEE BENEFIT PLANS The following table summarizes key information related to the Company’s pension plans and other postretirement benefits: Pension Benefits Other Postretirement Benefits Three Months Ended Three Months Ended March 31, March 31, 2019 2018 2019 2018 Service cost — benefits earned during the period $ 133 $ 147 $ — $ 1 Interest cost on projected benefit obligation 1,215 1,122 87 82 Expected return on assets (1,219 ) (1,393 ) — — Amortization of prior service cost — — 1 — Amortization of net loss (gain) 501 452 (44 ) (10 ) Net expense $ 630 $ 328 $ 44 $ 73 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES The Company’s effective income tax rate is based on expected income, statutory rates, valuation allowances against deferred tax assets, and any tax planning opportunities available to the Company. For interim financial reporting, the Company estimates the annual effective income tax rate based on full year projections and applies the annual effective income tax rate against year-to-date pretax income (loss) to record income tax expense , adjusted for discrete items, if any. The Company refines annual estimates as new information becomes available. The Company’s tax rate does not bear a relationship to statutory tax rates due to permanent differences, a valuation allowance being established for interest expense that is not deductible, and state taxes. The Company’s income tax expense consisted of the following: Three Months Ended March 31, 2019 2018 Income before provision for income taxes $ 21,782 $ 5,612 Income tax expense using estimated annual effective income tax rate 6,863 2,056 Impact of discrete items, net (114 ) (108 ) Income tax expense $ 6,749 $ 1,948 The discrete items for the three months ended March 31, 2019 |
Investments and Fair Value Meas
Investments and Fair Value Measurements | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Investments and Fair Value Measurements | INVESTMENTS AND FAIR VALUE MEASUREMENTS The Company’s financial assets and liabilities subject to fair value measurements were as follows: Fair Value Measurements as of March 31, 2019 Description Total Quoted Prices in Active Markets for Identical Assets Total Gains (Losses) Assets: Money market funds (1) $ 222,559 $ 222,559 $ — $ — Commercial paper (1) 39,100 — 39,100 — Certificates of deposit (2) 2,171 — 2,171 — Money market funds securing legal bonds (2) 535 535 — — Investment securities at fair value Equity securities at fair value Marketable equity securities 24,387 24,387 — — Mutual funds invested in fixed-income securities 21,660 21,660 — — Total equity securities at fair value 46,047 46,047 — — Debt securities available for sale U.S. government securities 24,275 — 24,275 — Corporate securities 43,110 — 43,110 — U.S. government and federal agency 4,132 — 4,132 — Commercial mortgage-backed securities 397 — 397 — Commercial paper 13,180 — 13,180 — Index-linked U.S. bonds 2,354 — 2,354 — Foreign fixed-income securities 1,157 — 1,157 — Total debt securities available for sale 88,605 — 88,605 — Total investment securities at fair value 134,652 46,047 88,605 — Long-term investments Equity securities at fair value that qualify for the NAV practical expedient (3) 54,202 — — — Total $ 453,219 $ 269,141 $ 129,876 $ — Liabilities: Fair value of contingent liability $ 6,258 $ — $ — $ 6,258 Fair value of derivatives embedded within convertible debt 21,075 — — 21,075 Total $ 27,333 $ — $ — $ 27,333 (1) Amounts included in Cash and cash equivalents on the condensed consolidated balance sheet, except for $3,719 that is included in current restricted assets and $3,910 that is included in non-current restricted assets. (2) Amounts included in current restricted assets and non-current restricted assets on the condensed consolidated balance sheet. (3) In accordance with Subtopic 820-10, investments that are measured at fair value using the NAV practical expedient are not classified in the fair value hierarchy. Fair Value Measurements as of December 31, 2018 Description Total Quoted Prices in Active Markets for Identical Assets Total Gains (Losses) Assets: Money market funds (1) $ 448,560 $ 448,560 $ — $ — Commercial paper (1) 46,062 — 46,062 — Certificates of deposit (2) 2,251 — 2,251 — Money market funds securing legal bonds (2) 535 535 — — Investment securities at fair value Equity securities at fair value Marketable equity securities 26,010 26,010 — — Mutual funds invested in fixed-income securities 21,192 21,192 — — Total equity securities at fair value 47,202 47,202 — — Debt securities available for sale U.S. government securities 28,514 — 28,514 — Corporate securities 41,733 — 41,733 — U.S. government and federal agency 4,369 — 4,369 — Commercial mortgage-backed securities 401 — 401 — Commercial paper 5,870 — 5,870 — Index-linked U.S. bonds 2,330 — 2,330 — Foreign fixed-income securities 1,150 — 1,150 — Total debt securities available for sale 84,367 — 84,367 — Total investment securities at fair value 131,569 47,202 84,367 — Long-term investments Equity securities at fair value that qualify for the NAV practical expedient (3) 54,628 — — — Total $ 683,605 $ 496,297 $ 132,680 $ — Liabilities: Fair value of contingent liability $ 6,304 $ — $ — $ 6,304 Fair value of derivatives embedded within convertible debt 31,424 — — 31,424 Total $ 37,728 $ — $ — $ 37,728 (1) Amounts included in Cash and cash equivalents on the condensed consolidated balance sheet, except for $2,570 that is included in current restricted assets and $3,910 that is included in non-current restricted assets. (2) Amounts included in current restricted assets and non-current restricted assets on the condensed consolidated balance sheet. (3) In accordance with Subtopic 820-10, investments that are measured at fair value using the NAV practical expedient are not classified in the fair value hierarchy. The fair value of the Level 2 certificates of deposit is based on the discounted value of contractual cash flows. The discount rate is the rate offered by the financial institution. The fair value of investment securities at fair value included in Level 1 is based on quoted market prices from various stock exchanges. The Level 2 investment securities at fair value are based on quoted market prices of securities that are thinly traded, quoted prices for identical or similar assets in markets that are not active or inputs other than quoted prices such as interest rates and yield curves. The long-term investments are based on NAV per share provided by the partnerships based on the indicated market value of the underlying assets or investment portfolio. In accordance with Subtopic 820-10, these investments are not classified under the fair value hierarchy disclosed above because they are measured at fair value using the NAV practical expedient. The fair value of derivatives embedded within convertible debt was derived using a valuation model. These derivatives have been classified as Level 3. The valuation model assumes future dividend payments by the Company and utilizes interest rates and credit spreads based upon the implied credit spread of the 5.5% Convertible Notes due 2020 to determine the fair value of the derivatives embedded within the convertible debt. The changes in fair value of derivatives embedded within convertible debt are presented on the condensed consolidated statements of operations. The fair value of the Level 3 contingent liability was derived using a Monte Carlo valuation model. As part of the acquisition of the 29.41% non-controlling interest in Douglas Elliman, New Valley entered into a four-year payout agreement that requires it to pay the sellers a portion of the fair value in excess of the purchase price of Douglas Elliman should a sale of a controlling interest in Douglas Elliman occur. The contingent liability is recorded within “ Other liabilities ” in the condensed consolidated balance sheet, and any change in fair value will be recorded in “ Other, net ” within the condensed consolidated statements of operations. The value of the contingent liability is calculated using the outstanding payable owed to the sellers and the estimated fair value of Douglas Elliman. The liability is contingent upon the sale of a controlling interest in Douglas Elliman by the Company prior to October 1, 2022. The unobservable inputs related to the valuations of the Level 3 assets and liabilities were as follows at March 31, 2019 : Quantitative Information about Level 3 Fair Value Measurements Fair Value at March 31, Valuation Technique Unobservable Input Range (Actual) Fair value of derivatives embedded within convertible debt $ 21,075 Discounted cash flow Assumed annual stock dividend 5 % Assumed annual cash dividend $ 1.60 Stock price $ 10.79 Convertible trading price (as a percentage of par value) 101.38 % Volatility 25.48 % Risk-free rate Term structure of US Treasury Securities Implied credit spread 7.5% - 8.5% (8.0%) Fair value of contingent liability $ 6,258 Monte Carlo simulation model Estimated fair value of the Douglas Elliman reporting unit $ 320,000 Risk-free rate for a 4-year term 2.19 % Leverage-adjusted equity volatility of peer firms 30.42 % The unobservable inputs related to the valuations of the Level 3 assets and liabilities were as follows at December 31, 2018 : Quantitative Information about Level 3 Fair Value Measurements Fair Value at December 31, Valuation Technique Unobservable Input Range (Actual) Fair value of derivatives embedded within convertible debt $ 31,424 Discounted cash flow Assumed annual stock dividend 5 % Assumed annual cash dividend $ 1.60 Stock price $ 9.73 Convertible trading price (as a percentage of par value) 100.31 % Volatility 20.39 % Risk-free rate Term structure of US Treasury Securities Implied credit spread 8.0% - 9.0% (8.5%) Fair value of contingent liability $ 6,304 Monte Carlo simulation model Estimated fair value of the Douglas Elliman reporting unit $ 320,000 Risk-free rate for a 4-year term 2.45 % Leverage-adjusted equity volatility of peer firms 30.22 % In addition to assets and liabilities that are recorded at fair value on a recurring basis, the Company is required to record assets and liabilities at fair value on a nonrecurring basis. Generally, assets and liabilities are recorded at fair value on a nonrecurring basis as a result of impairment charges. The Company had no nonrecurring nonfinancial assets subject to fair value measurements as of March 31, 2019 and 2018 |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2019 | |
Segment Reporting [Abstract] | |
Segment Information | SEGMENT INFORMATION The Company’s business segments for the three months ended March 31, 2019 and 2018 were Tobacco and Real Estate. The Tobacco segment consisted of the manufacture and sale of conventional cigarettes. The Real Estate segment included the Company’s investment in New Valley LLC, which includes Douglas Elliman, Escena, Sagaponack and investments in real estate ventures. The accounting policies of the segments are the same as those described in the summary of significant accounting policies. Financial information for the Company’s operations before taxes and non-controlling interests for the three months ended March 31, 2019 and 2018 were as follows: Real Corporate Tobacco Estate and Other Total Three months ended March 31, 2019 Revenues $ 256,756 $ 164,168 $ — $ 420,924 Operating income (loss) 60,144 (10,409 ) (7,145 ) 42,590 Equity in losses from real estate ventures — (2,439 ) — (2,439 ) Depreciation and amortization 1,957 2,501 250 4,708 Capital expenditures 1,638 2,187 — 3,825 Three months ended March 31, 2018 Revenues $ 267,116 $ 161,850 $ — $ 428,966 Operating income (loss) 63,411 (1) (8,760 ) (2) (6,567 ) 48,084 Equity in losses from real estate ventures — (6,560 ) — (6,560 ) Depreciation and amortization 2,037 2,289 261 4,587 Capital expenditures 911 3,071 5 3,987 (1) Operating income includes $3,490 of income from a settlement of a long-standing dispute related to the Master Settlement Agreement. (2) Operating income includes $2,469 |
Condensed Consolidating Financi
Condensed Consolidating Financial Information | 3 Months Ended |
Mar. 31, 2019 | |
Condensed Financial Information Disclosure [Abstract] | |
Condensed Consolidating Financial Information | CONDENSED CONSOLIDATING FINANCIAL INFORMATION The condensed consolidating financial information is based upon the following subsidiaries being subsidiary guarantors of unsecured debt securities that may be issued by the Company: VGR Holding LLC; Liggett Group LLC; Liggett Vector Brands LLC; Vector Research LLC; Vector Tobacco Inc.; Liggett & Myers Holdings Inc.; 100 Maple LLC; V.T. Aviation LLC; VGR Aviation LLC; Eve Holdings LLC; Zoom E-Cigs LLC; and DER Holdings LLC. 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 and the guarantors have filed a shelf registration statement for the offering of debt securities on a delayed or continuous basis and the Company is including this condensed consolidating financial information in connection therewith. Any such debt securities may be issued by the Company and guaranteed by the guarantors, but any such debt securities would not be guaranteed by any of the Company’s other subsidiaries, including those subsidiaries other than DER Holdings LLC that are engaged in the real estate businesses conducted through its subsidiary New Valley. Presented herein are Condensed Consolidating Balance Sheets as of March 31, 2019 and 2018 , the related Condensed Consolidating Statements of Operations for the three months ended March 31, 2019 and 2018 , and the related Condensed Consolidating Statements of Cash Flows for the three months ended March 31, 2019 and 2018 March 31, 2019 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. ASSETS: Current assets: Cash and cash equivalents $ 203,828 $ 47,903 $ 60,907 $ — $ 312,638 Investment securities at fair value 134,652 — — — 134,652 Accounts receivable - trade, net — 15,034 21,406 — 36,440 Intercompany receivables 39,561 — — (39,561 ) — Inventories — 101,977 — — 101,977 Income taxes receivable, net — — 5,036 (5,036 ) — Restricted assets — 1,124 4,288 — 5,412 Other current assets 4,923 7,400 23,919 — 36,242 Total current assets 382,964 173,438 115,556 (44,597 ) 627,361 Property, plant and equipment, net 453 37,695 47,493 — 85,641 Investments in real estate, net — — 26,777 — 26,777 Long-term investments (of which $54,202 were carried at fair value) 66,768 — — — 66,768 Investments in real estate ventures — — 138,393 — 138,393 Operating lease right of use assets 7,882 5,684 111,157 — 124,723 Investments in consolidated subsidiaries 412,964 230,191 — (643,155 ) — Restricted assets 1,502 904 3,910 — 6,316 Goodwill and other intangible assets, net — 107,511 158,554 — 266,065 Prepaid pension costs — 24,179 — — 24,179 Other assets 13,083 13,624 36,226 — 62,933 Total assets $ 885,616 $ 593,226 $ 638,066 $ (687,752 ) $ 1,429,156 LIABILITIES AND STOCKHOLDERS' DEFICIENCY: Current liabilities: Current portion of notes payable and long-term debt $ — $ 40,798 $ 2,782 $ (2,500 ) $ 41,080 Current portion of employee benefits — 875 — — 875 Intercompany payables — 84 39,477 (39,561 ) — Income taxes payable, net 11,524 3,213 — (5,036 ) 9,701 Litigation accruals and current payments due under the Master Settlement Agreement — 77,213 — — 77,213 Current operating lease liability 991 1,817 17,606 — 20,414 Other current liabilities 39,649 58,995 54,914 (224 ) 153,334 Total current liabilities 52,164 182,995 114,779 (47,321 ) 302,617 Notes payable, long-term debt and other obligations, less current portion 1,360,242 27,639 27,564 (27,500 ) 1,387,945 Fair value of derivatives embedded within convertible debt 21,075 — — — 21,075 Non-current employee benefits 46,118 15,566 — — 61,684 Deferred income taxes, net (11,596 ) 18,307 33,112 — 39,823 Non-current operating lease liability 7,808 4,346 116,845 — 128,999 Other liabilities, primarily litigation accruals and payments due under the Master Settlement Agreement 394 35,413 41,307 — 77,114 Total liabilities 1,476,205 284,266 333,607 (74,821 ) 2,019,257 Commitments and contingencies Stockholders' (deficiency) equity attributed to Vector Group Ltd. (590,589 ) 308,960 303,971 (612,931 ) (590,589 ) Non-controlling interest — — 488 — 488 Total stockholders' (deficiency) equity (590,589 ) 308,960 304,459 (612,931 ) (590,101 ) Total liabilities and stockholders' deficiency $ 885,616 $ 593,226 $ 638,066 $ (687,752 ) $ 1,429,156 December 31, 2018 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. ASSETS: Current assets: Cash and cash equivalents $ 474,880 $ 23,308 $ 86,393 $ — $ 584,581 Investment securities at fair value 131,569 — — — 131,569 Accounts receivable - trade, net — 15,440 18,806 — 34,246 Intercompany receivables 38,391 — — (38,391 ) — Inventories — 90,997 — — 90,997 Income taxes receivable, net — — 1,268 (1,268 ) — Restricted assets — 1,124 3,353 — 4,477 Other current assets 1,500 6,475 18,376 — 26,351 Total current assets 646,340 137,344 128,196 (39,659 ) 872,221 Property, plant and equipment, net 506 38,562 47,668 — 86,736 Investments in real estate, net — — 26,220 — 26,220 Long-term investments (of which $54,628 were carried at fair value) 66,259 — — — 66,259 Investments in real estate ventures — — 141,105 — 141,105 Investments in consolidated subsidiaries 431,288 252,113 — (683,401 ) — Restricted assets 1,495 901 3,910 — 6,306 Goodwill and other intangible assets, net — 107,511 159,100 — 266,611 Prepaid pension costs — 23,869 — — 23,869 Other assets 13,121 13,384 33,672 — 60,177 Total assets $ 1,159,009 $ 573,684 $ 539,871 $ (723,060 ) $ 1,549,504 LIABILITIES AND STOCKHOLDERS' DEFICIENCY: Current liabilities: Current portion of notes payable and long-term debt $ 226,343 $ 29,480 $ 311 $ — $ 256,134 Current portion of fair value of derivatives embedded within convertible debt 6,635 — — — 6,635 Current portion of employee benefits — 875 — — 875 Intercompany payables — 479 37,912 (38,391 ) — Income taxes payable, net 5,257 1,263 — (1,268 ) 5,252 Litigation accruals and current payments due under the Master Settlement Agreement — 36,871 — — 36,871 Other current liabilities 55,915 72,094 51,144 — 179,153 Total current liabilities 294,150 141,062 89,367 (39,659 ) 484,920 Notes payable, long-term debt and other obligations, less current portion 1,354,219 2,349 30,129 — 1,386,697 Fair value of derivatives embedded within convertible debt 24,789 — — — 24,789 Non-current employee benefits 45,615 15,673 — — 61,288 Deferred income taxes, net (13,084 ) 17,732 32,763 — 37,411 Other liabilities, primarily litigation accruals and payments due under the Master Settlement Agreement 1,379 38,179 62,207 — 101,765 Total liabilities 1,707,068 214,995 214,466 (39,659 ) 2,096,870 Commitments and contingencies Stockholders' (deficiency) equity attributed to Vector Group Ltd. (548,059 ) 358,689 324,712 (683,401 ) (548,059 ) Non-controlling interest — — 693 — 693 Total stockholders' (deficiency) equity (548,059 ) 358,689 325,405 (683,401 ) (547,366 ) Total liabilities and stockholders' deficiency $ 1,159,009 $ 573,684 $ 539,871 $ (723,060 ) $ 1,549,504 Three Months Ended March 31, 2019 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. Revenues $ — $ 256,875 $ 164,168 $ (119 ) $ 420,924 Expenses: Cost of sales — 177,303 108,717 — 286,020 Operating, selling, administrative and general expenses 9,831 16,691 65,911 (119 ) 92,314 Management fee expense — 2,993 — (2,993 ) — Operating (loss) income (9,831 ) 59,888 (10,460 ) 2,993 42,590 Other income (expenses): Interest expense (36,548 ) (967 ) (229 ) 224 (37,520 ) Change in fair value of derivatives embedded within convertible debt 10,349 — — — 10,349 Equity in losses from real estate ventures — — (2,439 ) — (2,439 ) Equity in earnings from investments 1,362 — — — 1,362 Equity in earnings in consolidated subsidiaries 35,265 (10,414 ) — (24,851 ) — Net gain recognized on investment securities 4,773 — — — 4,773 Management fee income 2,993 — — (2,993 ) — Other, net 1,810 153 704 — 2,667 Income (loss) before provision for income taxes 10,173 48,660 (12,424 ) (24,627 ) 21,782 Income tax benefit (expense) 4,780 (14,948 ) 3,419 — (6,749 ) Net income (loss) 14,953 33,712 (9,005 ) (24,627 ) 15,033 Net income attributed to non-controlling interest — — (80 ) — (80 ) Net income (loss) attributed to Vector Group Ltd. $ 14,953 $ 33,712 $ (9,085 ) $ (24,627 ) $ 14,953 Comprehensive income attributed to non-controlling interest $ — $ — $ (80 ) $ — $ (80 ) Comprehensive income (loss) attributed to Vector Group Ltd. $ 15,534 $ 33,947 $ (9,085 ) $ (24,862 ) $ 15,534 Three Months Ended March 31, 2018 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. Revenues $ — $ 267,235 $ 161,850 $ (119 ) $ 428,966 Expenses: Cost of sales — 184,962 109,313 — 294,275 Operating, selling, administrative and general expenses 9,096 16,275 63,824 (119 ) 89,076 Litigation settlement and judgment income — — (2,469 ) — (2,469 ) Management fee expense — 2,877 — (2,877 ) — Operating (loss) income (9,096 ) 63,121 (8,818 ) 2,877 48,084 Other income (expenses): Interest expense (45,231 ) (667 ) (49 ) — (45,947 ) Change in fair value of derivatives embedded within convertible debt 10,567 — — — 10,567 Equity in losses from real estate ventures — — (6,560 ) — (6,560 ) Net gains (losses) recognized on investment securities 1,066 (4,406 ) — — (3,340 ) Equity in earnings from investments 1,162 — — — 1,162 Equity in earnings in consolidated subsidiaries 34,421 (5,716 ) — (28,705 ) — Management fee income 2,877 — — (2,877 ) — Other, net 527 777 342 — 1,646 (Loss) income before provision for income taxes (3,707 ) 53,109 (15,085 ) (28,705 ) 5,612 Income tax benefit (expense) 10,918 (15,860 ) 2,994 — (1,948 ) Net income (loss) 7,211 37,249 (12,091 ) (28,705 ) 3,664 Net loss attributed to non-controlling interest — — 3,547 — 3,547 Net income (loss) attributed to Vector Group Ltd. $ 7,211 $ 37,249 $ (8,544 ) $ (28,705 ) $ 7,211 Comprehensive loss attributed to non-controlling interest $ — $ — $ 3,547 $ — $ 3,547 Comprehensive income (loss) attributed to Vector Group Ltd. $ 7,461 $ 37,387 $ (8,544 ) $ (28,843 ) $ 7,461 Three Months Ended March 31, 2019 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. Net cash provided by (used in) operating activities $ 22,468 $ 72,093 $ (10,746 ) $ (64,089 ) $ 19,726 Cash flows from investing activities: Sale of investment securities 7,759 — — — 7,759 Maturities of investment securities 11,308 — — — 11,308 Purchase of investment securities (20,623 ) — — — (20,623 ) Investments in real estate ventures — — (871 ) — (871 ) Purchase of subsidiaries — — (668 ) — (668 ) Distributions from investments in real estate ventures — — 1,134 — 1,134 Increase in cash surrender value of life insurance policies 38 (276 ) — — (238 ) Increase in restricted assets (7 ) — — — (7 ) Investments in subsidiaries (1,794 ) — — 1,794 — Capital expenditures — (1,638 ) (2,187 ) — (3,825 ) Pay downs of investment securities 258 — — — 258 Investments in real estate, net — — (641 ) — (641 ) Net cash used in investing activities (3,061 ) (1,914 ) (3,233 ) 1,794 (6,414 ) Cash flows from financing activities: Repayments of debt (230,000 ) (372 ) (94 ) — (230,466 ) Borrowings under revolver — 94,400 — — 94,400 Repayments on revolver — (87,420 ) — — (87,420 ) Capital contributions received — 400 1,394 (1,794 ) — Intercompany dividends paid — (52,589 ) (11,500 ) 64,089 — Dividends and distributions on common stock (60,459 ) — — — (60,459 ) Distributions to non-controlling interest — — (285 ) — (285 ) Net cash used in financing activities (290,459 ) (45,581 ) (10,485 ) 62,295 (284,230 ) Net (decrease) increase in cash, cash equivalents and restricted cash (271,052 ) 24,598 (24,464 ) — (270,918 ) Cash, cash equivalents and restricted cash, beginning of period 474,880 23,849 93,000 — 591,729 Cash, cash equivalents and restricted cash, end of period $ 203,828 $ 48,447 $ 68,536 $ — $ 320,811 Three Months Ended March 31, 2018 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. Net cash provided by (used in) operating activities $ 18,670 $ 74,867 $ (9,669 ) $ (43,154 ) $ 40,714 Cash flows from investing activities: Sale of investment securities 2,357 — — — 2,357 Maturities of investment securities 8,112 — — — 8,112 Purchase of investment securities (4,364 ) — — — (4,364 ) Investments in real estate ventures — — (533 ) — (533 ) Investments in real estate, net — — (355 ) — (355 ) Distributions from investments in real estate ventures — — 219 — 219 Increase in cash surrender value of life insurance policies 11 (47 ) — — (36 ) Increase in restricted assets (4 ) — — — (4 ) Repayments of notes receivable 20,000 — 32 (20,000 ) 32 Pay downs of investment securities 446 — — — 446 Investments in subsidiaries (605 ) — — 605 — Capital expenditures (5 ) (911 ) (3,071 ) — (3,987 ) Net cash provided by (used in) investing activities 25,948 (958 ) (3,708 ) (19,395 ) 1,887 Cash flows from financing activities: Repayments of debt — (20,422 ) (68 ) 20,000 (490 ) Borrowings under revolver — 55,170 — — 55,170 Repayments on revolver — (61,728 ) — — (61,728 ) Capital contributions received — 350 255 (605 ) — Intercompany dividends paid — (40,119 ) (3,035 ) 43,154 — Dividends and distributions on common stock (57,187 ) — — — (57,187 ) Net cash used in financing activities (57,187 ) (66,749 ) (2,848 ) 62,549 (64,235 ) Net (decrease) increase in cash, cash equivalents and restricted cash (12,569 ) 7,160 (16,225 ) — (21,634 ) Cash, cash equivalents and restricted cash, beginning of period 194,719 20,175 96,043 — 310,937 Cash, cash equivalents and restricted cash, end of period $ 182,150 $ 27,335 $ 79,818 $ — $ 289,303 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation : The condensed consolidated financial statements of Vector Group Ltd. (the “Company” or “Vector”) include the accounts of Liggett Group LLC (“Liggett”), Vector Tobacco Inc. (“Vector Tobacco”), Liggett Vector Brands LLC (“Liggett Vector Brands”), New Valley LLC (“New Valley”) and other less significant subsidiaries. New Valley includes the accounts of Douglas Elliman Realty, LLC (“Douglas Elliman”) and other less significant subsidiaries. All significant intercompany balances and transactions have been eliminated. |
Basis of Accounting | The unaudited, interim condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and, in management’s opinion, contain all adjustments, consisting only of normal recurring items, necessary for a fair statement of the results for the periods presented. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 |
Distributions and Dividends on Common Stock | Distributions and Dividends on Common Stock : |
Earnings Per Share (“EPS”) | Earnings Per Share (“EPS”) : Information concerning the Company’s common stock has been adjusted to give retroactive effect to the 5% stock dividend distributed to Company stockholders on September 27, 2018 . All per share amounts and references to share amounts have been updated to reflect the retrospective effect of the stock dividend. |
Fair Value of Derivatives Embedded within Convertible Debt | Fair Value of Derivatives Embedded within Convertible Debt : |
Investments in Real Estate Ventures | Investments in Real Estate Ventures: In accounting for its investments in real estate ventures, the Company identified its participation in Variable Interest Entities (“VIE”), which are defined as (a) entities in which the equity investment at risk is not sufficient to finance its activities without additional subordinated financial support; (b) as a group, the equity investors at risk lack (1) the power to direct the activities of a legal entity that most significantly impact the entity’s economic performance, (2) the obligation to absorb the expected losses of the entity, or (3) the right to receive the expected residual returns of the entity; or (c) as a group, the equity investors have voting rights that are not proportionate to their economic interests and the entity’s activities involve or are conducted on behalf of an investor with a disproportionately small voting interest. The Company’s interest in VIEs is primarily in the form of equity ownership. The Company examines specific criteria and uses judgment when determining if the Company is the primary beneficiary of a VIE. Factors considered include risk and reward sharing, experience and financial condition of other partner(s), voting rights, involvement in day-to-day capital and operating decisions, representation on a VIE’s executive committee, existence of unilateral kick-out rights exclusive of protective rights or voting rights and level of economic disproportionality between the Company and its other partner(s). Accounting guidance requires the consolidation of VIEs in which the Company is the primary beneficiary. The guidance requires consolidation of VIEs that an enterprise has a controlling financial interest. A controlling financial interest will have both of the following characteristics: (a) the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance and (b) the obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. |
Restricted Cash | Amounts included in current restricted assets and non-current restricted assets represent cash and cash equivalents required to be deposited into escrow for bonds required to appeal adverse product liability judgments, amounts required for letters of credit related to office leases, and certain deposit requirements for banking arrangements. The restrictions related to the appellate bonds will remain in place until the appeal process has been completed. The restrictions related to the letters of credit will remain in place for the duration of the respective lease. The restrictions related to the banking arrangements will remain in place for the duration of the arrangement. |
New Accounting Pronouncements | New Accounting Pronouncements : Accounting Standards Updates (“ASU”) adopted in 2019 : In July 2018, the FASB issued ASU No. 2018-09, Codification Improvements (“ASU 2018-09”). This standard does not prescribe any new accounting guidance, but instead makes minor improvements and clarifications of several different FASB Accounting Standards Codification areas based on comments and suggestions made by various stakeholders. Certain updates were applicable immediately while others were effective for the Company’s fiscal year beginning January 1, 2019. Adoption of this update did not have a material impact on the Company’s condensed consolidated financial statements. In February 2018, the FASB issued ASU No. 2018-02, Income Statement – Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income (“ASU 2018-02”), which allows for stranded tax effects in accumulated other comprehensive income resulting from the Tax Act to be reclassified to retained earnings. The Company adopted ASU 2018-02 effective January 1, 2019. The reclassification from the adoption of this standard resulted in a decrease of $4,697 to accumulated deficit and an increase of $4,697 to accumulated other comprehensive loss. In February 2016, the FASB issued ASU 2016-02, Leases (“ASU 2016-02”), which provides guidance for accounting for leases. ASU 2016-02 requires lessees to classify leases as either finance or operating leases and to record a right-of-use asset and a lease liability for all leases with a term greater than 12 months regardless of the lease classification. The lease classification will determine whether the lease expense is recognized based on an effective interest rate method or on a straight-line basis over the term of the lease. Accounting for lessors remains largely unchanged from current U.S. GAAP. In July 2018, the FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases and ASU 2018-11 “Leases (Topic 842): Targeted Improvements” (ASU 2018-11). ASU 2018-10 clarifies certain areas within ASU 2016-02. Prior to ASU 2018-11, a modified retrospective transition was required for financing or operating leases existing at or entered into after the beginning of the earliest comparative period presented in the financial statements. ASU 2018-11 allows entities an additional transition method to the existing requirements whereby an entity could adopt the provisions of ASU 2016-02 by recognizing a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption without adjustment to the financial statements for periods prior to adoption. ASU 2018-11 also allows a practical expedient that permits lessors to not separate non-lease components from the associated lease component if certain conditions are present. In December 2018, the FASB also issued ASU 2018-20, Leases (Topic 842): Narrow-Scope Improvements for Lessors, which requires lessors to exclude lessor costs paid directly to a third party by lessees from lease revenues and expenses, provides an election for lessors to exclude sales taxes and other similar taxes collected from lessees from consideration in the contract, and clarifies lessors accounting for variable payments related to lease and nonlease components. ASU 2016-02, ASU 2018-10, ASU 2018-11 and ASU 2018-20 was effective for the Company’s fiscal year beginning January 1, 2019 and subsequent interim periods. On January 1, 2019, the Company adopted ASU No. 2016-02- Leases (Topic 842) applying the modified retrospective method and the option presented under ASU 2018-11 to transition only active leases as of January 1, 2019 with a cumulative effect adjustment as of that date. See Note 3 - Leases, for additional accounting policy and transition disclosures. ASUs to be adopted in future periods: In October 2018, the FASB issued ASU No. 2018-17, Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities. The guidance requires indirect interests held through related parties under common control arrangements be considered on a proportional basis for determining whether fees paid to decision makers and service providers are variable interests. The guidance is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The Company is currently evaluating the impact of the new guidance on our condensed consolidated financial statements. In October 2018, the FASB issued ASU No. 2018-16, Inclusion of the Secured Overnight Financing Rate (“SOFR”) Overnight Index Swap (“OIS”) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes (“ASU 2018-16” ) , which amends ASC 815, Derivatives and Hedging. This ASU adds the OIS rate based on SOFR to the list of permissible benchmark rates for hedge accounting purposes. The amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Adoption of ASU 2018-16 will be on a prospective basis for qualifying new or redesignated hedging relationships entered into on or after the date of adoption. The Company is currently assessing the impact the adoption of ASU 2018-16 will have on the Company’s condensed consolidated financial statements. In August 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other Internal Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. The amendments in this update align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. ASU 2018-15 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently assessing the impact the adoption of ASU 2018-15 will have on the Company’s condensed consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-14, Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20): Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans (“ASU 2018-14”). ASU 2018-14 eliminates the requirement to disclose the amounts in accumulated other comprehensive income expected to be recognized as part of net periodic benefit cost over the next year. The ASU also removes the disclosure requirements for the effects of a one-percentage-point change on the assumed health care costs and the effect of this change in rates on service cost, interest cost and the benefit obligation for postretirement health care benefits. ASU 2018-14 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2020. Early adoption is permitted. The adoption of ASU 2018-14 will impact financial statement disclosure with no impact on operating results. On January 1, 2018, the Company adopted Topic 606 applying the modified retrospective method. The following practical expedients and optional disclosure exemptions available under Topic 606 have been applied: 1. The Company applied the optional exemption in paragraph 606-10-50-14 of Topic 606, and has not disclosed the amount of the transaction price allocated to the remaining performance obligations for the Real Estate property management business because the contracts to provide property management services are typically annual contracts. 2. The Company applied the optional exemption in paragraph 606-10-50-14A of Topic 606, and has not disclosed the amount of the transaction price allocated to the remaining performance obligations for the Real Estate development marketing business because the transaction prices in these contracts are comprised entirely of variable consideration based on the ultimate selling price of each unit in the subject property. |
Revenue Recognition | Revenue Recognition Policies Revenue is measured based on a consideration specified in a contract with a customer less any sales incentives. Revenue is recognized when (a) an enforceable contract with a customer exists, that has commercial substance, and collection of substantially all consideration for services is probable; and (b) the performance obligations to the customer are satisfied either over time or at a point in time. Tobacco sales: Revenue from cigarette sales, which include federal excise taxes billed to customers, are recognized upon shipment of cigarettes when control has passed to the customer. Average collection terms for Tobacco sales range between three and twelve days from the time that the cigarettes are shipped to the customer. The Company records a liability for goods estimated to be returned in other current liabilities and the associated receivable for anticipated federal excise tax refunds in other current assets on the condensed consolidated balance sheet. The liability for returned goods is based principally on sales volumes and historical return rates. The estimated costs of sales incentives, including customer incentives and trade promotion activities, are based principally on historical experience and are accounted for as reductions in Tobacco revenue. Expected payments for sales incentives are included in other current liabilities on the Company’s condensed consolidated balance sheet. The Company accounts for shipping and handling costs as fulfillment costs as part of cost of sales. Real estate sales: R eal estate commissions and other payments earned by the Company’s real estate brokerage businesses are recognized as revenue when the real estate sale is completed or lease agreement is executed, which is the point in time that the performance obligation is satisfied. Any commission and other payments received in advance are deferred until the satisfaction of the performance obligation. Corresponding agent commission expenses, including any advance commission or other direct expense payments, are deferred and recognized as cost of sales concurrently with related revenues. The Company’s Real Estate revenue contracts with customers do not have multiple material performance obligations to customers under Topic 606, except for contracts in the Company’s development marketing business. Contracts in the development marketing business provide the Company with the exclusive right to sell units in a subject property for a commission fee per unit sold calculated as a percentage of the sales price of each unit. Accordingly, a performance obligation exists for each unit in the development marketing property under contract, and a portion of the total contract transaction price is allocated to and recognized at the time each unit is sold. The total contract transaction price is allocated to each unit in the subject property and recognized when the performance obligation, i.e. the sale of each unit, is satisfied. Accordingly, the transaction price allocated to the remaining performance obligations for the development marketing business represents variable consideration allocated entirely to wholly unsatisfied performance obligations. Under development marketing service arrangements, dedicated staff are required for a subject property and these costs are typically reimbursed from the customer through advance payments that are recoupable from future commission earnings. Advance payments received and associated direct costs paid are deferred, allocated to each unit in the subject property, and recognized at the time of the completed sale of each unit. Development marketing service arrangements also include direct fulfillment costs incurred in advance of the satisfaction of the performance obligation. The Company capitalizes costs incurred in fulfilling a contract with a customer if the fulfillment costs 1) relate directly to an existing contract or anticipated contract, 2) generate or enhance resources that will be used to satisfy performance obligations in the future, and 3) are expected to be recovered. These costs are amortized over the estimated customer relationship period which is the contract term. The Company uses an amortization method that is consistent with the pattern of transfer of goods or services to its customers by allocating these costs to each unit in the subject property and expensing these costs as each unit sold is closed over the contract. Commission revenue is recognized at the time the performance obligation is met for commercial leasing contracts, which is when the lease agreement is executed, as there are no further performance obligations, including any amounts of future payments under extended payment terms. Property management revenue arrangements consist of providing operational and administrative services to manage a subject property. Fees for these services are typically billed and collected monthly. Property management service fees are recognized as revenue over time using the output method as the performance obligations under the customer arrangement are satisfied each month. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Net income for purposes of determining basic and diluted EPS | Net income for purposes of determining basic EPS was as follows: Three Months Ended March 31, 2019 2018 Net income attributed to Vector Group Ltd. $ 14,953 $ 7,211 Income attributed to participating securities (2,003 ) (1,772 ) Net income applicable to common shares attributed to Vector Group Ltd. $ 12,950 $ 5,439 Net income for purposes of determining diluted EPS was as follows: Three Months Ended March 31, 2019 2018 Net income attributed to Vector Group Ltd. $ 14,953 $ 7,211 Income attributable to 7.5% Variable Interest Senior Convertible Notes (1,246 ) — Income attributed to participating securities (2,003 ) (1,772 ) Net income applicable to common shares attributed to Vector Group Ltd. $ 11,704 $ 5,439 |
Basic and diluted EPS calculation shares | Basic and diluted EPS were calculated using the following common shares: Three Months Ended March 31, 2019 2018 Weighted-average shares for basic EPS 139,493,555 139,288,460 Plus incremental shares related to convertible debt 2,776,775 — Plus incremental shares related to stock options and non-vested restricted stock 14,670 338,591 Weighted-average shares for diluted EPS 142,285,000 139,627,051 |
Outstanding shares not included in the computation of diluted EPS | The following non-vested restricted stock and shares issuable upon the conversion of convertible debt were outstanding during the three months ended March 31, 2019 and 2018 , but were not included in the computation of diluted EPS because the impact of the per share expense associated with the restricted stock were greater than the average market price of the common shares during the respective periods and the common shares issuable under the convertible debt were anti-dilutive to EPS. Three Months Ended March 31, 2019 2018 Weighted-average shares of non-vested restricted stock 1,340,781 — Weighted-average expense per share $ 18.82 $ — Weighted-average number of shares issuable upon conversion of debt 10,901,963 28,819,626 Weighted-average conversion price $ 21.28 $ 16.96 |
Schedule of other income (loss), net | Other, net consisted of: Three Months Ended March 31, 2019 2018 Interest and dividend income $ 3,208 $ 1,922 Net periodic benefit cost other than the service costs (541 ) (253 ) Other expense — (23 ) Other, net $ 2,667 $ 1,646 |
Schedule of other current liabilities | Other current liabilities consisted of: March 31, 2019 December 31, 2018 Accounts payable $ 11,704 $ 13,144 Accrued promotional expenses 30,909 37,940 Accrued excise and payroll taxes payable, net 12,710 14,612 Accrued interest 27,571 38,673 Commissions payable 18,199 12,975 Accrued salary and benefits 13,352 30,228 Contract liabilities 7,824 — Allowance for sales returns 7,318 6,935 Other current liabilities 23,747 24,646 Total other current liabilities $ 153,334 $ 179,153 |
Schedule of goodwill and other intangible assets, net | The components of “Goodwill and other intangible assets, net” were as follows: March 31, December 31, Goodwill $ 78,008 $ 77,568 Indefinite life intangibles: Intangible asset associated with benefit under the MSA 107,511 107,511 Trademark - Douglas Elliman 80,000 80,000 Intangibles with a finite life, net 546 1,532 Total goodwill and other intangible assets, net $ 266,065 $ 266,611 |
Schedule of components of cash, cash equivalents and restricted cash | The components of “Cash, cash equivalents and restricted cash” in the Statement of Cash Flows were as follows: March 31, December 31, Cash and cash equivalents $ 312,638 $ 584,581 Restricted cash and cash equivalents included in current restricted assets 3,719 2,697 Restricted cash and cash equivalents included in non-current restricted assets 4,454 4,451 Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 320,811 $ 591,729 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | In the following table, revenue is disaggregated by major product line for the Tobacco segment: Three Months Ended March 31, 2019 2018 Tobacco Segment Revenues: Core Discount Brands - PYRAMID, GRAND PRIX, LIGGETT SELECT, EVE and EAGLE 20’s $ 233,106 $ 241,531 Other Brands 23,650 25,585 Total tobacco revenues $ 256,756 $ 267,116 In the following table, revenue is disaggregated by major services line and primary geographical market for the Real Estate segment: Three Months Ended March 31, 2019 New York City Northeast Southeast West Total Real Estate Segment Revenues : Commission brokerage income $ 65,679 $ 31,111 $ 22,971 $ 18,529 $ 138,290 Development marketing 11,386 — 2,630 7 14,023 Property management revenue 8,167 184 — — 8,351 Title fees — 1,233 — — 1,233 Total Douglas Elliman Realty revenue 85,232 32,528 25,601 18,536 161,897 Other real estate revenues — — — 2,271 2,271 Total real estate revenues $ 85,232 $ 32,528 $ 25,601 $ 20,807 $ 164,168 Three Months Ended March 31, 2018 New York City Northeast Southeast West Total Real Estate Segment Revenues : Commission brokerage income $ 60,408 $ 32,678 $ 24,398 $ 21,412 $ 138,896 Development marketing 10,610 123 293 194 11,220 Property management revenue 8,138 200 — — 8,338 Title fees — 989 — — 989 Total Douglas Elliman Realty revenue 79,156 33,990 24,691 21,606 159,443 Other real estate revenues — — — 2,407 2,407 Total real estate revenues $ 79,156 $ 33,990 $ 24,691 $ 24,013 $ 161,850 |
Contract Balances | The following table provides information about contracts assets and contract liabilities from development marketing and commercial leasing contracts with customers: March 31, 2019 January 1, 2019 Receivables, which are included in accounts receivable - trade, net $ 3,175 $ 2,050 Contract assets, net, which are included in other current assets 9,329 9,264 Payables, which are included in other current liabilities 1,921 1,082 Contract liabilities, which are included in other current liabilities 7,824 7,071 Contract assets, net, which are included in other assets 18,024 15,794 Contract liabilities, which are included in other liabilities 32,376 30,445 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Lease Expense and Supplemental Cash Flow Information | The components of lease expense were as follows: Three Months Ended March 31, 2019 Operating lease cost $ 8,875 Short-term lease cost 234 Variable lease cost 792 Finance lease cost: Amortization of right-of-use assets 56 Interest on lease liabilities 3 Total lease cost $ 9,960 Supplemental cash flow information related to leases was as follows: Three Months Ended March 31, 2019 Cash paid for amounts included in measurement of lease liabilities: Operating cash flows from operating leases $ 9,001 Operating cash flows from finance leases 3 Financing cash flows from finance leases 54 Right-of-use assets obtained in exchange for lease obligations: Operating leases 356 Finance leases — |
Supplemental Balance Sheet Information | Supplemental balance sheet information related to leases was as follows: March 31, 2019 Operating leases: Operating lease right-of-use assets $ 124,723 Current operating lease liability $ 20,414 Non-current operating lease liability 128,999 Total operating lease liabilities $ 149,413 Finance leases: Investments in real estate, net $ 178 (1) Property, plant and equipment, at cost $ 183 Accumulated amortization (149 ) Property and equipment, net $ 34 Current portion of notes payable and long-term debt $ 181 Notes payable, long-term debt and other obligations, less current portion 27 Total finance lease liabilities $ 208 Weighted average remaining lease term: Operating leases 8.51 Finance leases 1.10 Weighted average discount rate: Operating leases 11.21 % Finance leases 4.97 % (1) Included in Investments in real estate, net on the condensed consolidated balance sheet are financing lease equipment, at cost of $729 and accumulated amortization of $551 |
Maturities of Operating Lease Liabilities | aturities of lease liabilities were as follows: Operating Leases Finance Leases Year Ending December 31: Remainder of 2019 $ 27,019 $ 158 2020 30,852 54 2021 28,260 1 2022 25,390 — 2023 23,753 — 2024 18,674 Thereafter 85,807 — Total lease payments 239,755 213 Less imputed interest (90,342 ) (5 ) Total $ 149,413 $ 208 |
Maturities of Financing Lease Liabilities | aturities of lease liabilities were as follows: Operating Leases Finance Leases Year Ending December 31: Remainder of 2019 $ 27,019 $ 158 2020 30,852 54 2021 28,260 1 2022 25,390 — 2023 23,753 — 2024 18,674 Thereafter 85,807 — Total lease payments 239,755 213 Less imputed interest (90,342 ) (5 ) Total $ 149,413 $ 208 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories consisted of: March 31, December 31, Leaf tobacco $ 50,266 $ 42,917 Other raw materials 3,119 3,750 Work-in-process 2,266 1,931 Finished goods 67,864 63,937 Inventories at current cost 123,515 112,535 LIFO adjustments (21,538 ) (21,538 ) $ 101,977 $ 90,997 |
Investment Securities At Fair_2
Investment Securities At Fair Value (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Investments, Debt and Equity Securities [Abstract] | |
Investment Securities at Fair Value | The components of debt securities available for sale at March 31, 2019 were as follows: Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Marketable debt securities $ 88,093 $ 512 $ — $ 88,605 Total debt securities available for sale $ 88,093 $ 512 $ — $ 88,605 December 31, 2018 were as follows: Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Marketable debt securities $ 84,199 $ 168 $ — $ 84,367 Total debt securities available for sale $ 84,199 $ 168 $ — $ 84,367 March 31, 2019 December 31, 2018 Debt securities available for sale $ 88,605 $ 84,367 Equity securities at fair value 46,047 47,202 Total investment securities at fair value $ 134,652 $ 131,569 Net gains (losses) recognized on investment securities were as follows: Three Months Ended March 31, 2019 2018 Net gains (losses) recognized on equity securities $ 4,740 $ (2,745 ) Net gains (losses) recognized on debt securities available for sale 36 (9 ) Impairments on debt securities available for sale (3 ) (586 ) Net gains (losses) recognized on investment securities $ 4,773 $ (3,340 ) |
Schedule of Maturity Dates of Fixed Income Securities | The table below summarizes the maturity dates of debt securities available for sale at March 31, 2019 . Investment Type: Fair Value Under 1 Year 1 Year up to 5 Years More than 5 Years U.S. Government securities $ 24,275 $ 12,662 $ 11,613 $ — Corporate securities 43,110 10,694 32,416 — U.S. mortgage-backed securities 4,132 489 3,643 — Commercial mortgage-backed securities 397 33 364 — Commercial paper 13,180 13,180 — — Index-linked U.S. bonds 2,354 2,354 — — Foreign fixed-income securities 1,157 652 505 — Total debt securities available for sale by maturity dates $ 88,605 $ 40,064 $ 48,541 $ — |
Schedule of Realized Gains (Losses) | Gross realized gains and losses on debt securities available for sale were as follows: Three Months Ended March 31, 2019 2018 Gross realized gains on sales $ 38 $ — Gross realized losses on sales (2 ) (9 ) Net gains (losses) recognized on debt securities available for sale $ 36 $ (9 ) Gross realized losses on other-than-temporary impairments $ (3 ) $ (586 ) |
Equity Securities at Fair Value | (b) Equity Securities at Fair Value Equity securities at fair value consisted of the following: March 31, 2019 December 31, 2018 Marketable equity securities $ 24,387 $ 26,010 Mutual funds invested in fixed income securities 21,660 21,192 Total equity securities at fair value $ 46,047 $ 47,202 The following is a summary of unrealized and realized net gains and losses recognized in net income on equity securities at fair value during the three months ended March 31, 2019 and 2018 , respectively: Three Months Ended March 31, 2019 2018 Net gains (losses) recognized on equity securities (1) $ 4,740 $ (2,745 ) Less: Net gains recognized on equity securities sold (2) 132 130 Net unrealized gains (losses) recognized on equity securities still held at the reporting date $ 4,608 $ (2,875 ) (1) Includes $3,559 and $1,731 of net gains recognized on equity securities at fair value that qualify for the net asset value (“NAV”) practical expedient during the three months ended March 31, 2019 and 2018 , respectively. These equity securities are included in the “Long-term investments” line item on the condensed consolidated balance sheet and are further discussed in Note 6 . (2) Includes $434 of gains recognized on sales of equity securities at fair value that qualify for the NAV practical expedient during the three months ended March 31, 2019 . These equity securities are included in the “Long-term investments” line item on the condensed consolidated balance sheet and are further discussed in Note 6 |
Long-Term Investments (Tables)
Long-Term Investments (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Long-term Investments [Abstract] | |
Equity method investments | Long-term investments consisted of the following: March 31, 2019 December 31, 2018 Equity securities at fair value that qualify for the NAV practical expedient $ 54,202 $ 54,628 Equity-method investments 12,566 11,631 $ 66,768 $ 66,259 March 31, December 31, 2018 Indian Creek Investors LP (“Indian Creek”) $ 1,353 $ 1,167 Boyar Value Fund (“Boyar”) 9,041 8,384 Ladenburg Thalmann Financial Services Inc. (“LTS”) 2,172 2,080 Castle Brands, Inc. (“Castle”) — — $ 12,566 $ 11,631 Three Months Ended March 31, 2019 2018 Income Statement Revenue $ 13,421 $ 82,947 Cost of sales — 53,851 Other expenses 19,395 20,692 (Loss) income from continuing operations $ (5,974 ) $ 8,404 |
New Valley LLC (Tables)
New Valley LLC (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Real Estate [Abstract] | |
Investments in real estate ventures | The components of “Investments in real estate ventures” were as follows: Range of Ownership (1) March 31, 2019 December 31, 2018 Condominium and Mixed Use Development: New York City SMSA 3.1% - 49.5% $ 63,570 $ 65,007 All other U.S. areas 15.0% - 48.5% 31,858 31,392 95,428 96,399 Hotels: New York City SMSA 5.2% - 18.4% 14,462 15,782 International 49.0% 1,848 2,334 16,310 18,116 Commercial: New York City SMSA 49.0% 1,739 1,867 All other U.S. areas 1.6% 7,345 7,053 9,084 8,920 Other: 15.0% - 50.0% 17,571 17,670 Investments in real estate ventures $ 138,393 $ 141,105 ______________________ (1) The Range of Ownership reflects New Valley’s estimated current ownership percentage. New Valley’s actual ownership percentage as well as the percentage of earnings and cash distributions may ultimately differ as a result of a number of factors including potential dilution, financing or admission of additional partners. Contributions: The components of New Valley’s contributions to its investments in real estate ventures were as follows: Three Months Ended March 31, 2019 2018 Condominium and Mixed Use Development: New York City SMSA $ 500 $ 533 500 533 Hotels: New York City SMSA 172 — 172 — Other: 199 — Total contributions $ 871 $ 533 New Valley recognized equity in earnings (losses) from real estate ventures as follows: Three Months Ended March 31, 2019 2018 Condominium and Mixed Use Development: New York City SMSA $ (2,106 ) $ (3,462 ) All other U.S. areas (108 ) (505 ) (2,214 ) (3,967 ) Apartment Buildings: All other U.S. areas — (1,580 ) — (1,580 ) Hotels: New York City SMSA (708 ) (814 ) International (486 ) (425 ) (1,194 ) (1,239 ) Commercial: New York City SMSA (121 ) (267 ) All other U.S. areas 292 230 171 (37 ) Other: 798 263 Equity in losses from real estate ventures $ (2,439 ) $ (6,560 ) The components of distributions received by New Valley from its investments in real estate ventures were as follows: Three Months Ended March 31, 2019 2018 Condominium and Mixed Use Development: New York City SMSA $ 571 $ 2,868 571 2,868 Apartment Buildings: All other U.S. areas — 201 — 201 Hotels: New York City SMSA 784 — 784 — Commercial: New York City SMSA 6 — All other U.S. areas 58 215 64 215 Other 1,098 18 Total distributions $ 2,517 $ 3,302 New Valley’s maximum exposure to loss from its investments in real estate ventures consisted of the net carrying value of the venture adjusted for any future capital commitments and/or guarantee arrangements. The maximum exposure to loss was as follows: March 31, 2019 Condominium and Mixed Use Development: New York City SMSA $ 68,492 All other U.S. areas 44,358 112,850 Hotels: New York City SMSA 14,462 International 1,848 16,310 Commercial: New York City SMSA 1,739 All other U.S. areas 7,345 9,084 Other: 32,350 Total maximum exposure to loss $ 170,594 |
Combined Financial Statements for Unconsolidated Subsidiaries | Long-term investments consisted of the following: March 31, 2019 December 31, 2018 Equity securities at fair value that qualify for the NAV practical expedient $ 54,202 $ 54,628 Equity-method investments 12,566 11,631 $ 66,768 $ 66,259 March 31, December 31, 2018 Indian Creek Investors LP (“Indian Creek”) $ 1,353 $ 1,167 Boyar Value Fund (“Boyar”) 9,041 8,384 Ladenburg Thalmann Financial Services Inc. (“LTS”) 2,172 2,080 Castle Brands, Inc. (“Castle”) — — $ 12,566 $ 11,631 Three Months Ended March 31, 2019 2018 Income Statement Revenue $ 13,421 $ 82,947 Cost of sales — 53,851 Other expenses 19,395 20,692 (Loss) income from continuing operations $ (5,974 ) $ 8,404 |
Investments in Real Estate, net | Investments in Real Estate, net: The components of “Investments in real estate, net” were as follows: March 31, December 31, Escena, net $ 10,086 $ 10,170 Sagaponack 16,691 16,050 Investments in real estate, net $ 26,777 $ 26,220 Escena. The assets of “Escena, net” were as follows: March 31, December 31, Land and land improvements $ 8,910 $ 8,910 Building and building improvements 1,900 1,900 Other 2,197 2,162 13,007 12,972 Less accumulated depreciation (2,921 ) (2,802 ) $ 10,086 $ 10,170 |
Notes Payable, Long-Term Debt_2
Notes Payable, Long-Term Debt and Other Obligations (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Notes payable, long-term debt and other obligations | Notes payable, long-term debt and other obligations consisted of: March 31, December 31, Vector: 6.125% Senior Secured Notes due 2025 $ 850,000 $ 850,000 10.5% Senior Notes due 2026 325,000 325,000 7.5% Variable Interest Senior Convertible Notes due 2019, net of unamortized discount of $0 and $3,359* — 226,641 5.5% Variable Interest Senior Convertible Debentures due 2020, net of unamortized discount of $24,300 and $29,465* 207,700 202,535 Liggett: Revolving credit facility 35,435 28,381 Term loan under credit facility 2,335 2,409 Equipment loans 667 1,039 Other 30,346 30,440 Notes payable, long-term debt and other obligations 1,451,483 1,666,445 Less: Debt issuance costs (22,458 ) (23,614 ) Total notes payable, long-term debt and other obligations 1,429,025 1,642,831 Less: Current maturities (41,080 ) (256,134 ) Amount due after one year $ 1,387,945 $ 1,386,697 ______________________ * The fair value of the derivatives embedded within the 7.5% Variable Interest Senior Convertible Notes ( $0 at March 31, 2019 and $6,635 at December 31, 2018 , respectively) and the 5.5% Variable Interest Senior Convertible Debentures ( $21,075 at March 31, 2019 and $24,789 at December 31, 2018 |
Schedule of non-cash interest expense - Vector | Non-Cash Interest Expense — Vector : Three Months Ended March 31, 2019 2018 Amortization of debt discount, net $ 8,528 $ 18,193 Amortization of debt issuance costs 1,185 2,681 $ 9,713 $ 20,874 |
Schedule of fair value of notes payable and long-term debt | Fair Value of Notes Payable and Long-Term Debt : March 31, 2019 December 31, 2018 Carrying Fair Carrying Fair Value Value Value Value Senior Notes $ 1,175,000 $ 1,060,943 $ 1,175,000 $ 1,034,500 Variable Interest Senior Convertible Debt 207,700 235,190 429,176 468,704 Liggett and other 68,783 68,773 62,269 62,255 Notes payable and long-term debt $ 1,451,483 (1) $ 1,364,906 $ 1,666,445 (1) $ 1,565,459 ______________________ (1) The carrying value does not include the carrying value of the embedded derivative. See Note 12 |
Contingencies (Tables)
Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of contingencies | State Number of Cases Florida 22 Illinois 4 New York 2 Louisiana 2 West Virginia 2 Ohio 1 three months ended March 31, 2019 was as follows: Current Liabilities Non-Current Liabilities Payments due under Master Settlement Agreement Litigation Accruals Total Payments due under Master Settlement Agreement Litigation Accruals Total Balance as of January 1, 2019 $ 36,561 $ 310 $ 36,871 $ 16,383 $ 21,794 $ 38,177 Expenses 36,358 — 36,358 — — — Change in MSA obligations capitalized as inventory 890 — 890 — — — Payments — (250 ) (250 ) — — — Reclassification to/(from) non-current liabilities — 3,338 3,338 — (3,338 ) (3,338 ) Interest on withholding — 6 6 — 571 571 Balance as of March 31, 2019 $ 73,809 $ 3,404 $ 77,213 $ 16,383 $ 19,027 $ 35,410 The activity in the Company’s accruals for the MSA and tobacco litigation for the three months ended March 31, 2018 were as follows: Current Liabilities Non-Current Liabilities Payments due under Master Settlement Agreement Litigation Accruals Total Payments due under Master Settlement Agreement Litigation Accruals Total Balance as of January 1, 2018 $ 12,385 $ 260 $ 12,645 $ 21,479 $ 19,840 $ 41,319 Expenses 38,142 — 38,142 — — — NPM Settlement adjustment (595 ) — (595 ) (2,895 ) — (2,895 ) Change in MSA obligations capitalized as inventory 147 — 147 — — — Payments — (250 ) (250 ) — — — Reclassification to/(from) non-current liabilities 32 218 250 (32 ) (218 ) (250 ) Interest on withholding — 12 12 — 514 514 Balance as of March 31, 2018 $ 50,111 $ 240 $ 50,351 $ 18,552 $ 20,136 $ 38,688 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Retirement Benefits [Abstract] | |
Schedule of Net Benefit Costs | The following table summarizes key information related to the Company’s pension plans and other postretirement benefits: Pension Benefits Other Postretirement Benefits Three Months Ended Three Months Ended March 31, March 31, 2019 2018 2019 2018 Service cost — benefits earned during the period $ 133 $ 147 $ — $ 1 Interest cost on projected benefit obligation 1,215 1,122 87 82 Expected return on assets (1,219 ) (1,393 ) — — Amortization of prior service cost — — 1 — Amortization of net loss (gain) 501 452 (44 ) (10 ) Net expense $ 630 $ 328 $ 44 $ 73 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income tax expense (benefit) | The Company’s income tax expense consisted of the following: Three Months Ended March 31, 2019 2018 Income before provision for income taxes $ 21,782 $ 5,612 Income tax expense using estimated annual effective income tax rate 6,863 2,056 Impact of discrete items, net (114 ) (108 ) Income tax expense $ 6,749 $ 1,948 |
Investments and Fair Value Me_2
Investments and Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Company's recurring financial assets and liabilities subject to fair value measurements | The Company’s financial assets and liabilities subject to fair value measurements were as follows: Fair Value Measurements as of March 31, 2019 Description Total Quoted Prices in Active Markets for Identical Assets Total Gains (Losses) Assets: Money market funds (1) $ 222,559 $ 222,559 $ — $ — Commercial paper (1) 39,100 — 39,100 — Certificates of deposit (2) 2,171 — 2,171 — Money market funds securing legal bonds (2) 535 535 — — Investment securities at fair value Equity securities at fair value Marketable equity securities 24,387 24,387 — — Mutual funds invested in fixed-income securities 21,660 21,660 — — Total equity securities at fair value 46,047 46,047 — — Debt securities available for sale U.S. government securities 24,275 — 24,275 — Corporate securities 43,110 — 43,110 — U.S. government and federal agency 4,132 — 4,132 — Commercial mortgage-backed securities 397 — 397 — Commercial paper 13,180 — 13,180 — Index-linked U.S. bonds 2,354 — 2,354 — Foreign fixed-income securities 1,157 — 1,157 — Total debt securities available for sale 88,605 — 88,605 — Total investment securities at fair value 134,652 46,047 88,605 — Long-term investments Equity securities at fair value that qualify for the NAV practical expedient (3) 54,202 — — — Total $ 453,219 $ 269,141 $ 129,876 $ — Liabilities: Fair value of contingent liability $ 6,258 $ — $ — $ 6,258 Fair value of derivatives embedded within convertible debt 21,075 — — 21,075 Total $ 27,333 $ — $ — $ 27,333 (1) Amounts included in Cash and cash equivalents on the condensed consolidated balance sheet, except for $3,719 that is included in current restricted assets and $3,910 that is included in non-current restricted assets. (2) Amounts included in current restricted assets and non-current restricted assets on the condensed consolidated balance sheet. (3) In accordance with Subtopic 820-10, investments that are measured at fair value using the NAV practical expedient are not classified in the fair value hierarchy. Fair Value Measurements as of December 31, 2018 Description Total Quoted Prices in Active Markets for Identical Assets Total Gains (Losses) Assets: Money market funds (1) $ 448,560 $ 448,560 $ — $ — Commercial paper (1) 46,062 — 46,062 — Certificates of deposit (2) 2,251 — 2,251 — Money market funds securing legal bonds (2) 535 535 — — Investment securities at fair value Equity securities at fair value Marketable equity securities 26,010 26,010 — — Mutual funds invested in fixed-income securities 21,192 21,192 — — Total equity securities at fair value 47,202 47,202 — — Debt securities available for sale U.S. government securities 28,514 — 28,514 — Corporate securities 41,733 — 41,733 — U.S. government and federal agency 4,369 — 4,369 — Commercial mortgage-backed securities 401 — 401 — Commercial paper 5,870 — 5,870 — Index-linked U.S. bonds 2,330 — 2,330 — Foreign fixed-income securities 1,150 — 1,150 — Total debt securities available for sale 84,367 — 84,367 — Total investment securities at fair value 131,569 47,202 84,367 — Long-term investments Equity securities at fair value that qualify for the NAV practical expedient (3) 54,628 — — — Total $ 683,605 $ 496,297 $ 132,680 $ — Liabilities: Fair value of contingent liability $ 6,304 $ — $ — $ 6,304 Fair value of derivatives embedded within convertible debt 31,424 — — 31,424 Total $ 37,728 $ — $ — $ 37,728 (1) Amounts included in Cash and cash equivalents on the condensed consolidated balance sheet, except for $2,570 that is included in current restricted assets and $3,910 that is included in non-current restricted assets. (2) Amounts included in current restricted assets and non-current restricted assets on the condensed consolidated balance sheet. (3) In accordance with Subtopic 820-10, investments that are measured at fair value using the NAV practical expedient are not classified in the fair value hierarchy. |
Unobservable inputs related to the valuations of the Level 3 liabilities | The unobservable inputs related to the valuations of the Level 3 assets and liabilities were as follows at March 31, 2019 : Quantitative Information about Level 3 Fair Value Measurements Fair Value at March 31, Valuation Technique Unobservable Input Range (Actual) Fair value of derivatives embedded within convertible debt $ 21,075 Discounted cash flow Assumed annual stock dividend 5 % Assumed annual cash dividend $ 1.60 Stock price $ 10.79 Convertible trading price (as a percentage of par value) 101.38 % Volatility 25.48 % Risk-free rate Term structure of US Treasury Securities Implied credit spread 7.5% - 8.5% (8.0%) Fair value of contingent liability $ 6,258 Monte Carlo simulation model Estimated fair value of the Douglas Elliman reporting unit $ 320,000 Risk-free rate for a 4-year term 2.19 % Leverage-adjusted equity volatility of peer firms 30.42 % The unobservable inputs related to the valuations of the Level 3 assets and liabilities were as follows at December 31, 2018 : Quantitative Information about Level 3 Fair Value Measurements Fair Value at December 31, Valuation Technique Unobservable Input Range (Actual) Fair value of derivatives embedded within convertible debt $ 31,424 Discounted cash flow Assumed annual stock dividend 5 % Assumed annual cash dividend $ 1.60 Stock price $ 9.73 Convertible trading price (as a percentage of par value) 100.31 % Volatility 20.39 % Risk-free rate Term structure of US Treasury Securities Implied credit spread 8.0% - 9.0% (8.5%) Fair value of contingent liability $ 6,304 Monte Carlo simulation model Estimated fair value of the Douglas Elliman reporting unit $ 320,000 Risk-free rate for a 4-year term 2.45 % Leverage-adjusted equity volatility of peer firms 30.22 % |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Segment Reporting [Abstract] | |
Financial information for the company's operations before taxes | Financial information for the Company’s operations before taxes and non-controlling interests for the three months ended March 31, 2019 and 2018 were as follows: Real Corporate Tobacco Estate and Other Total Three months ended March 31, 2019 Revenues $ 256,756 $ 164,168 $ — $ 420,924 Operating income (loss) 60,144 (10,409 ) (7,145 ) 42,590 Equity in losses from real estate ventures — (2,439 ) — (2,439 ) Depreciation and amortization 1,957 2,501 250 4,708 Capital expenditures 1,638 2,187 — 3,825 Three months ended March 31, 2018 Revenues $ 267,116 $ 161,850 $ — $ 428,966 Operating income (loss) 63,411 (1) (8,760 ) (2) (6,567 ) 48,084 Equity in losses from real estate ventures — (6,560 ) — (6,560 ) Depreciation and amortization 2,037 2,289 261 4,587 Capital expenditures 911 3,071 5 3,987 (1) Operating income includes $3,490 of income from a settlement of a long-standing dispute related to the Master Settlement Agreement. (2) Operating income includes $2,469 |
Condensed Consolidating Finan_2
Condensed Consolidating Financial Information (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Condensed Financial Information Disclosure [Abstract] | |
Condensed Consolidating Balance Sheets | CONDENSED CONSOLIDATING BALANCE SHEETS March 31, 2019 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. ASSETS: Current assets: Cash and cash equivalents $ 203,828 $ 47,903 $ 60,907 $ — $ 312,638 Investment securities at fair value 134,652 — — — 134,652 Accounts receivable - trade, net — 15,034 21,406 — 36,440 Intercompany receivables 39,561 — — (39,561 ) — Inventories — 101,977 — — 101,977 Income taxes receivable, net — — 5,036 (5,036 ) — Restricted assets — 1,124 4,288 — 5,412 Other current assets 4,923 7,400 23,919 — 36,242 Total current assets 382,964 173,438 115,556 (44,597 ) 627,361 Property, plant and equipment, net 453 37,695 47,493 — 85,641 Investments in real estate, net — — 26,777 — 26,777 Long-term investments (of which $54,202 were carried at fair value) 66,768 — — — 66,768 Investments in real estate ventures — — 138,393 — 138,393 Operating lease right of use assets 7,882 5,684 111,157 — 124,723 Investments in consolidated subsidiaries 412,964 230,191 — (643,155 ) — Restricted assets 1,502 904 3,910 — 6,316 Goodwill and other intangible assets, net — 107,511 158,554 — 266,065 Prepaid pension costs — 24,179 — — 24,179 Other assets 13,083 13,624 36,226 — 62,933 Total assets $ 885,616 $ 593,226 $ 638,066 $ (687,752 ) $ 1,429,156 LIABILITIES AND STOCKHOLDERS' DEFICIENCY: Current liabilities: Current portion of notes payable and long-term debt $ — $ 40,798 $ 2,782 $ (2,500 ) $ 41,080 Current portion of employee benefits — 875 — — 875 Intercompany payables — 84 39,477 (39,561 ) — Income taxes payable, net 11,524 3,213 — (5,036 ) 9,701 Litigation accruals and current payments due under the Master Settlement Agreement — 77,213 — — 77,213 Current operating lease liability 991 1,817 17,606 — 20,414 Other current liabilities 39,649 58,995 54,914 (224 ) 153,334 Total current liabilities 52,164 182,995 114,779 (47,321 ) 302,617 Notes payable, long-term debt and other obligations, less current portion 1,360,242 27,639 27,564 (27,500 ) 1,387,945 Fair value of derivatives embedded within convertible debt 21,075 — — — 21,075 Non-current employee benefits 46,118 15,566 — — 61,684 Deferred income taxes, net (11,596 ) 18,307 33,112 — 39,823 Non-current operating lease liability 7,808 4,346 116,845 — 128,999 Other liabilities, primarily litigation accruals and payments due under the Master Settlement Agreement 394 35,413 41,307 — 77,114 Total liabilities 1,476,205 284,266 333,607 (74,821 ) 2,019,257 Commitments and contingencies Stockholders' (deficiency) equity attributed to Vector Group Ltd. (590,589 ) 308,960 303,971 (612,931 ) (590,589 ) Non-controlling interest — — 488 — 488 Total stockholders' (deficiency) equity (590,589 ) 308,960 304,459 (612,931 ) (590,101 ) Total liabilities and stockholders' deficiency $ 885,616 $ 593,226 $ 638,066 $ (687,752 ) $ 1,429,156 December 31, 2018 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. ASSETS: Current assets: Cash and cash equivalents $ 474,880 $ 23,308 $ 86,393 $ — $ 584,581 Investment securities at fair value 131,569 — — — 131,569 Accounts receivable - trade, net — 15,440 18,806 — 34,246 Intercompany receivables 38,391 — — (38,391 ) — Inventories — 90,997 — — 90,997 Income taxes receivable, net — — 1,268 (1,268 ) — Restricted assets — 1,124 3,353 — 4,477 Other current assets 1,500 6,475 18,376 — 26,351 Total current assets 646,340 137,344 128,196 (39,659 ) 872,221 Property, plant and equipment, net 506 38,562 47,668 — 86,736 Investments in real estate, net — — 26,220 — 26,220 Long-term investments (of which $54,628 were carried at fair value) 66,259 — — — 66,259 Investments in real estate ventures — — 141,105 — 141,105 Investments in consolidated subsidiaries 431,288 252,113 — (683,401 ) — Restricted assets 1,495 901 3,910 — 6,306 Goodwill and other intangible assets, net — 107,511 159,100 — 266,611 Prepaid pension costs — 23,869 — — 23,869 Other assets 13,121 13,384 33,672 — 60,177 Total assets $ 1,159,009 $ 573,684 $ 539,871 $ (723,060 ) $ 1,549,504 LIABILITIES AND STOCKHOLDERS' DEFICIENCY: Current liabilities: Current portion of notes payable and long-term debt $ 226,343 $ 29,480 $ 311 $ — $ 256,134 Current portion of fair value of derivatives embedded within convertible debt 6,635 — — — 6,635 Current portion of employee benefits — 875 — — 875 Intercompany payables — 479 37,912 (38,391 ) — Income taxes payable, net 5,257 1,263 — (1,268 ) 5,252 Litigation accruals and current payments due under the Master Settlement Agreement — 36,871 — — 36,871 Other current liabilities 55,915 72,094 51,144 — 179,153 Total current liabilities 294,150 141,062 89,367 (39,659 ) 484,920 Notes payable, long-term debt and other obligations, less current portion 1,354,219 2,349 30,129 — 1,386,697 Fair value of derivatives embedded within convertible debt 24,789 — — — 24,789 Non-current employee benefits 45,615 15,673 — — 61,288 Deferred income taxes, net (13,084 ) 17,732 32,763 — 37,411 Other liabilities, primarily litigation accruals and payments due under the Master Settlement Agreement 1,379 38,179 62,207 — 101,765 Total liabilities 1,707,068 214,995 214,466 (39,659 ) 2,096,870 Commitments and contingencies Stockholders' (deficiency) equity attributed to Vector Group Ltd. (548,059 ) 358,689 324,712 (683,401 ) (548,059 ) Non-controlling interest — — 693 — 693 Total stockholders' (deficiency) equity (548,059 ) 358,689 325,405 (683,401 ) (547,366 ) Total liabilities and stockholders' deficiency $ 1,159,009 $ 573,684 $ 539,871 $ (723,060 ) $ 1,549,504 |
Condensed Consolidating Statements of Operations | CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Three Months Ended March 31, 2019 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. Revenues $ — $ 256,875 $ 164,168 $ (119 ) $ 420,924 Expenses: Cost of sales — 177,303 108,717 — 286,020 Operating, selling, administrative and general expenses 9,831 16,691 65,911 (119 ) 92,314 Management fee expense — 2,993 — (2,993 ) — Operating (loss) income (9,831 ) 59,888 (10,460 ) 2,993 42,590 Other income (expenses): Interest expense (36,548 ) (967 ) (229 ) 224 (37,520 ) Change in fair value of derivatives embedded within convertible debt 10,349 — — — 10,349 Equity in losses from real estate ventures — — (2,439 ) — (2,439 ) Equity in earnings from investments 1,362 — — — 1,362 Equity in earnings in consolidated subsidiaries 35,265 (10,414 ) — (24,851 ) — Net gain recognized on investment securities 4,773 — — — 4,773 Management fee income 2,993 — — (2,993 ) — Other, net 1,810 153 704 — 2,667 Income (loss) before provision for income taxes 10,173 48,660 (12,424 ) (24,627 ) 21,782 Income tax benefit (expense) 4,780 (14,948 ) 3,419 — (6,749 ) Net income (loss) 14,953 33,712 (9,005 ) (24,627 ) 15,033 Net income attributed to non-controlling interest — — (80 ) — (80 ) Net income (loss) attributed to Vector Group Ltd. $ 14,953 $ 33,712 $ (9,085 ) $ (24,627 ) $ 14,953 Comprehensive income attributed to non-controlling interest $ — $ — $ (80 ) $ — $ (80 ) Comprehensive income (loss) attributed to Vector Group Ltd. $ 15,534 $ 33,947 $ (9,085 ) $ (24,862 ) $ 15,534 Three Months Ended March 31, 2018 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. Revenues $ — $ 267,235 $ 161,850 $ (119 ) $ 428,966 Expenses: Cost of sales — 184,962 109,313 — 294,275 Operating, selling, administrative and general expenses 9,096 16,275 63,824 (119 ) 89,076 Litigation settlement and judgment income — — (2,469 ) — (2,469 ) Management fee expense — 2,877 — (2,877 ) — Operating (loss) income (9,096 ) 63,121 (8,818 ) 2,877 48,084 Other income (expenses): Interest expense (45,231 ) (667 ) (49 ) — (45,947 ) Change in fair value of derivatives embedded within convertible debt 10,567 — — — 10,567 Equity in losses from real estate ventures — — (6,560 ) — (6,560 ) Net gains (losses) recognized on investment securities 1,066 (4,406 ) — — (3,340 ) Equity in earnings from investments 1,162 — — — 1,162 Equity in earnings in consolidated subsidiaries 34,421 (5,716 ) — (28,705 ) — Management fee income 2,877 — — (2,877 ) — Other, net 527 777 342 — 1,646 (Loss) income before provision for income taxes (3,707 ) 53,109 (15,085 ) (28,705 ) 5,612 Income tax benefit (expense) 10,918 (15,860 ) 2,994 — (1,948 ) Net income (loss) 7,211 37,249 (12,091 ) (28,705 ) 3,664 Net loss attributed to non-controlling interest — — 3,547 — 3,547 Net income (loss) attributed to Vector Group Ltd. $ 7,211 $ 37,249 $ (8,544 ) $ (28,705 ) $ 7,211 Comprehensive loss attributed to non-controlling interest $ — $ — $ 3,547 $ — $ 3,547 Comprehensive income (loss) attributed to Vector Group Ltd. $ 7,461 $ 37,387 $ (8,544 ) $ (28,843 ) $ 7,461 |
Condensed Consolidating Statements of Cash Flows | CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Three Months Ended March 31, 2019 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. Net cash provided by (used in) operating activities $ 22,468 $ 72,093 $ (10,746 ) $ (64,089 ) $ 19,726 Cash flows from investing activities: Sale of investment securities 7,759 — — — 7,759 Maturities of investment securities 11,308 — — — 11,308 Purchase of investment securities (20,623 ) — — — (20,623 ) Investments in real estate ventures — — (871 ) — (871 ) Purchase of subsidiaries — — (668 ) — (668 ) Distributions from investments in real estate ventures — — 1,134 — 1,134 Increase in cash surrender value of life insurance policies 38 (276 ) — — (238 ) Increase in restricted assets (7 ) — — — (7 ) Investments in subsidiaries (1,794 ) — — 1,794 — Capital expenditures — (1,638 ) (2,187 ) — (3,825 ) Pay downs of investment securities 258 — — — 258 Investments in real estate, net — — (641 ) — (641 ) Net cash used in investing activities (3,061 ) (1,914 ) (3,233 ) 1,794 (6,414 ) Cash flows from financing activities: Repayments of debt (230,000 ) (372 ) (94 ) — (230,466 ) Borrowings under revolver — 94,400 — — 94,400 Repayments on revolver — (87,420 ) — — (87,420 ) Capital contributions received — 400 1,394 (1,794 ) — Intercompany dividends paid — (52,589 ) (11,500 ) 64,089 — Dividends and distributions on common stock (60,459 ) — — — (60,459 ) Distributions to non-controlling interest — — (285 ) — (285 ) Net cash used in financing activities (290,459 ) (45,581 ) (10,485 ) 62,295 (284,230 ) Net (decrease) increase in cash, cash equivalents and restricted cash (271,052 ) 24,598 (24,464 ) — (270,918 ) Cash, cash equivalents and restricted cash, beginning of period 474,880 23,849 93,000 — 591,729 Cash, cash equivalents and restricted cash, end of period $ 203,828 $ 48,447 $ 68,536 $ — $ 320,811 Three Months Ended March 31, 2018 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. Net cash provided by (used in) operating activities $ 18,670 $ 74,867 $ (9,669 ) $ (43,154 ) $ 40,714 Cash flows from investing activities: Sale of investment securities 2,357 — — — 2,357 Maturities of investment securities 8,112 — — — 8,112 Purchase of investment securities (4,364 ) — — — (4,364 ) Investments in real estate ventures — — (533 ) — (533 ) Investments in real estate, net — — (355 ) — (355 ) Distributions from investments in real estate ventures — — 219 — 219 Increase in cash surrender value of life insurance policies 11 (47 ) — — (36 ) Increase in restricted assets (4 ) — — — (4 ) Repayments of notes receivable 20,000 — 32 (20,000 ) 32 Pay downs of investment securities 446 — — — 446 Investments in subsidiaries (605 ) — — 605 — Capital expenditures (5 ) (911 ) (3,071 ) — (3,987 ) Net cash provided by (used in) investing activities 25,948 (958 ) (3,708 ) (19,395 ) 1,887 Cash flows from financing activities: Repayments of debt — (20,422 ) (68 ) 20,000 (490 ) Borrowings under revolver — 55,170 — — 55,170 Repayments on revolver — (61,728 ) — — (61,728 ) Capital contributions received — 350 255 (605 ) — Intercompany dividends paid — (40,119 ) (3,035 ) 43,154 — Dividends and distributions on common stock (57,187 ) — — — (57,187 ) Net cash used in financing activities (57,187 ) (66,749 ) (2,848 ) 62,549 (64,235 ) Net (decrease) increase in cash, cash equivalents and restricted cash (12,569 ) 7,160 (16,225 ) — (21,634 ) Cash, cash equivalents and restricted cash, beginning of period 194,719 20,175 96,043 — 310,937 Cash, cash equivalents and restricted cash, end of period $ 182,150 $ 27,335 $ 79,818 $ — $ 289,303 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2019 | Mar. 31, 2018 | Jan. 01, 2019 | Dec. 31, 2018 | Sep. 27, 2018 | |
Accounting Policies [Abstract] | |||||
Stock dividend paid to company stockholders | 5.00% | ||||
Embedded Derivative [Line Items] | |||||
Fair market value of embedded derivatives at the midpoint of the inputs | $ 21,075 | $ 31,424 | |||
Impact of adoption of new accounting standards | (1,550) | $ (12,857) | |||
AOCI Attributable to Parent | |||||
Embedded Derivative [Line Items] | |||||
Impact of adoption of new accounting standards | (4,697) | $ (6,036) | |||
ASU 2018-02 | |||||
Embedded Derivative [Line Items] | |||||
Decrease in accumulated deficit | $ 4,697 | ||||
Minimum | |||||
Embedded Derivative [Line Items] | |||||
Fair market value of embedded derivatives at the midpoint of the inputs | 21,022 | 31,371 | |||
Maximum | |||||
Embedded Derivative [Line Items] | |||||
Fair market value of embedded derivatives at the midpoint of the inputs | $ 21,125 | $ 31,519 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Net Income (Loss) for Purposes of Determining Basic and Diluted EPS) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Accounting Policies [Abstract] | ||
Net income attributed to Vector Group Ltd. | $ 14,953 | $ 7,211 |
Income attributable to 7.5% Variable Interest Senior Convertible Notes | (1,246) | 0 |
Income attributed to participating securities | (2,003) | (1,772) |
Income attributed to participating securities | (2,003) | (1,772) |
Net income applicable to common shares attributed to Vector Group Ltd. | 12,950 | 5,439 |
Net income applicable to common shares attributed to Vector Group Ltd. | $ 11,704 | $ 5,439 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Basic and Diluted Earnings Per Share (in shares)) (Details) - shares | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Accounting Policies [Abstract] | ||
Weighted-average shares for basic EPS (in shares) | 139,493,555 | 139,288,460 |
Plus incremental shares related to convertible debt (in shares) | 2,776,775 | 0 |
Plus incremental shares related to stock options and non-vested restricted stock (in shares) | 14,670 | 338,591 |
Weighted-average shares for diluted EPS (in shares) | 142,285,000 | 139,627,051 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Antidilutive Securities Excluded from Earnings Per Share) (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Weighted-average shares of non-vested restricted stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidiliitive securities excluded from computation (in shares) | 1,340,781 | 0 |
Weighted-average expense per share (in dollars per share) | $ 18.82 | $ 0 |
Weighted-average number of shares issuable upon conversion of debt | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidiliitive securities excluded from computation (in shares) | 10,901,963 | 28,819,626 |
Weighted-average conversion price (in dollars per share) | $ 21.28 | $ 16.96 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies (Schedule of Other, Net) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Accounting Policies [Abstract] | ||
Interest and dividend income | $ 3,208 | $ 1,922 |
Net periodic benefit cost other than the service costs | (541) | (253) |
Other expense | 0 | (23) |
Other, net | $ 2,667 | $ 1,646 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies (Other Current Liabilities) (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | |||
Accounts payable | $ 11,704 | $ 13,144 | |
Accrued promotional expenses | 30,909 | 37,940 | |
Accrued excise and payroll taxes payable, net | 12,710 | 14,612 | |
Accrued interest | 27,571 | 38,673 | |
Commissions payable | 18,199 | 12,975 | |
Accrued salary and benefits | 13,352 | 30,228 | |
Contract liabilities | 7,824 | $ 7,071 | 0 |
Allowance for sales returns | 7,318 | 6,935 | |
Other current liabilities | 23,747 | 24,646 | |
Total other current liabilities | $ 153,334 | $ 179,153 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies (Goodwill and Other Intangible Assets, Net) (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Indefinite-lived Intangible Assets [Line Items] | ||
Goodwill | $ 78,008 | $ 77,568 |
Intangibles with a finite life, net | 546 | 1,532 |
Total goodwill and other intangible assets, net | 266,065 | 266,611 |
Intangible asset associated with benefit under the MSA | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite life intangibles: | 107,511 | 107,511 |
Trademark - Douglas Elliman | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite life intangibles: | $ 80,000 | $ 80,000 |
Summary of Significant Accou_11
Summary of Significant Accounting Policies (Reconciliation of Cash, Cash Equivalents, and Restricted Cash) (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 312,638 | $ 584,581 | ||
Restricted cash and cash equivalents included in current restricted assets | 3,719 | 2,697 | ||
Restricted cash and cash equivalents included in non-current restricted assets | 4,454 | 4,451 | ||
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows | $ 320,811 | $ 591,729 | $ 289,303 | $ 310,937 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 420,924 | $ 428,966 |
Tobacco | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 256,756 | 267,116 |
Tobacco | Core Discount Brands - PYRAMID, GRAND PRIX, LIGGETT SELECT, EVE and EAGLE 20’s | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 233,106 | 241,531 |
Tobacco | Other Brands | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 23,650 | 25,585 |
Real estate | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 164,168 | 161,850 |
Total real estate revenues | 164,168 | 161,850 |
Real estate | New York City | ||
Disaggregation of Revenue [Line Items] | ||
Total real estate revenues | 85,232 | 79,156 |
Real estate | Northeast | ||
Disaggregation of Revenue [Line Items] | ||
Total real estate revenues | 32,528 | 33,990 |
Real estate | Southeast | ||
Disaggregation of Revenue [Line Items] | ||
Total real estate revenues | 25,601 | 24,691 |
Real estate | West | ||
Disaggregation of Revenue [Line Items] | ||
Total real estate revenues | 20,807 | 24,013 |
Real estate | Commission and other brokerage income | ||
Disaggregation of Revenue [Line Items] | ||
Total real estate revenues | 138,290 | 138,896 |
Real estate | Commission and other brokerage income | New York City | ||
Disaggregation of Revenue [Line Items] | ||
Total real estate revenues | 65,679 | 60,408 |
Real estate | Commission and other brokerage income | Northeast | ||
Disaggregation of Revenue [Line Items] | ||
Total real estate revenues | 31,111 | 32,678 |
Real estate | Commission and other brokerage income | Southeast | ||
Disaggregation of Revenue [Line Items] | ||
Total real estate revenues | 22,971 | 24,398 |
Real estate | Commission and other brokerage income | West | ||
Disaggregation of Revenue [Line Items] | ||
Total real estate revenues | 18,529 | 21,412 |
Real estate | Development marketing | ||
Disaggregation of Revenue [Line Items] | ||
Total real estate revenues | 14,023 | 11,220 |
Real estate | Development marketing | New York City | ||
Disaggregation of Revenue [Line Items] | ||
Total real estate revenues | 11,386 | 10,610 |
Real estate | Development marketing | Northeast | ||
Disaggregation of Revenue [Line Items] | ||
Total real estate revenues | 0 | 123 |
Real estate | Development marketing | Southeast | ||
Disaggregation of Revenue [Line Items] | ||
Total real estate revenues | 2,630 | 293 |
Real estate | Development marketing | West | ||
Disaggregation of Revenue [Line Items] | ||
Total real estate revenues | 7 | 194 |
Real estate | Property management income | ||
Disaggregation of Revenue [Line Items] | ||
Total real estate revenues | 8,351 | 8,338 |
Real estate | Property management income | New York City | ||
Disaggregation of Revenue [Line Items] | ||
Total real estate revenues | 8,167 | 8,138 |
Real estate | Property management income | Northeast | ||
Disaggregation of Revenue [Line Items] | ||
Total real estate revenues | 184 | 200 |
Real estate | Property management income | Southeast | ||
Disaggregation of Revenue [Line Items] | ||
Total real estate revenues | 0 | 0 |
Real estate | Property management income | West | ||
Disaggregation of Revenue [Line Items] | ||
Total real estate revenues | 0 | 0 |
Real estate | Title fees | ||
Disaggregation of Revenue [Line Items] | ||
Total real estate revenues | 1,233 | 989 |
Real estate | Title fees | New York City | ||
Disaggregation of Revenue [Line Items] | ||
Total real estate revenues | 0 | 0 |
Real estate | Title fees | Northeast | ||
Disaggregation of Revenue [Line Items] | ||
Total real estate revenues | 1,233 | 989 |
Real estate | Title fees | Southeast | ||
Disaggregation of Revenue [Line Items] | ||
Total real estate revenues | 0 | 0 |
Real estate | Title fees | West | ||
Disaggregation of Revenue [Line Items] | ||
Total real estate revenues | 0 | 0 |
Real estate | Total Douglas Elliman Realty revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total real estate revenues | 161,897 | 159,443 |
Real estate | Total Douglas Elliman Realty revenue | New York City | ||
Disaggregation of Revenue [Line Items] | ||
Total real estate revenues | 85,232 | 79,156 |
Real estate | Total Douglas Elliman Realty revenue | Northeast | ||
Disaggregation of Revenue [Line Items] | ||
Total real estate revenues | 32,528 | 33,990 |
Real estate | Total Douglas Elliman Realty revenue | Southeast | ||
Disaggregation of Revenue [Line Items] | ||
Total real estate revenues | 25,601 | 24,691 |
Real estate | Total Douglas Elliman Realty revenue | West | ||
Disaggregation of Revenue [Line Items] | ||
Total real estate revenues | 18,536 | 21,606 |
Real estate | Other real estate revenues | ||
Disaggregation of Revenue [Line Items] | ||
Total real estate revenues | 2,271 | 2,407 |
Real estate | Other real estate revenues | New York City | ||
Disaggregation of Revenue [Line Items] | ||
Total real estate revenues | 0 | 0 |
Real estate | Other real estate revenues | Northeast | ||
Disaggregation of Revenue [Line Items] | ||
Total real estate revenues | 0 | 0 |
Real estate | Other real estate revenues | Southeast | ||
Disaggregation of Revenue [Line Items] | ||
Total real estate revenues | 0 | 0 |
Real estate | Other real estate revenues | West | ||
Disaggregation of Revenue [Line Items] | ||
Total real estate revenues | $ 2,271 | $ 2,407 |
Revenue Recognition - Contract
Revenue Recognition - Contract Balances (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2019 | Mar. 31, 2018 | Jan. 01, 2019 | Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | ||||
Receivables, which are included in accounts receivable - trade, net | $ 3,175,000 | $ 2,050,000 | ||
Contract assets, net, which are included in other current assets | 9,329,000 | 9,264,000 | ||
Payables, which are included in other current liabilities | 1,921,000 | 1,082,000 | ||
Contract liabilities, which are included in other current liabilities | 7,824,000 | 7,071,000 | $ 0 | |
Contract assets, net, which are included in other assets | 18,024,000 | 15,794,000 | ||
Contract liabilities, which are included in other liabilities | $ 32,376,000 | $ 30,445,000 | ||
Commercial leasing contracts, receivable and payable term expectation | 12 months | |||
Contract liabilities estimated to be recognized over next twelve months | $ 7,824,000 | |||
Revenue recognized on contract liabilities | 1,514,000 | $ 951,000 | ||
Revenue recognized relating to performance obligations satisfied or partially satisfied in prior periods | $ 0 | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01 | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Performance obligation term | 2 years |
Revenue Recognition - Other Dis
Revenue Recognition - Other Disclosures (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |
Receivable decreased | $ (1,125) |
Payable increased | 839 |
Contract liabilities increase | 2,684 |
Advance payments received from customer | 5,219 |
Performance obligations satisfied, offset by cash collections | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |
Receivable decreased | 1,551 |
Payable increased | 1,119 |
Contract liabilities increase | 2,295 |
Advance payments received from customer | $ 3,794 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 | |
Lessee, Lease, Description [Line Items] | |||
Lease renewal term | 5 years | ||
Lease termination term | 1 year | ||
Operating lease right of use assets | $ 124,723 | ||
Operating lease liabilities | 149,413 | ||
Increase to accumulated deficit | 580,581 | $ 542,169 | |
Lease not yet commenced | $ 657 | ||
Lease not yet commenced, term | 10 years | ||
One Lease, Lessor Affiliate of Significant Investor | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease right of use assets | $ 1,521 | ||
Operating lease liabilities | 1,577 | ||
Rental expense | $ 115 | ||
Minimum | |||
Lessee, Lease, Description [Line Items] | |||
Remaining lease terms | 1 year | ||
Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Remaining lease terms | 15 years | ||
ASU 2016-02 | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease right of use assets | $ 128,890 | ||
Operating lease liabilities | 153,676 | ||
Deferred rent | 22,881 | ||
Tenant improvements receivable | 355 | ||
Increase to accumulated deficit | $ 1,550 |
Leases - Lease Expense and Cash
Leases - Lease Expense and Cash Outflows from Operating and Finance Leases (Details) (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Leases [Abstract] | |
Operating lease cost | $ 8,875 |
Short-term lease cost | 234 |
Variable lease cost | 792 |
Finance lease cost: | |
Amortization of right-of-use assets | 56 |
Interest on lease liabilities | 3 |
Total lease cost | 9,960 |
Cash paid for amounts included in measurement of lease liabilities: | |
Operating cash flows from operating leases | 9,001 |
Operating cash flows from finance leases | 3 |
Financing cash flows from finance leases | 54 |
Right-of-use assets obtained in exchange for lease obligations: | |
Operating leases | 356 |
Finance leases | $ 0 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information (Details) $ in Thousands | Mar. 31, 2019USD ($) |
Operating leases: | |
Operating lease right-of-use assets | $ 124,723 |
Current operating lease liability | 20,414 |
Non-current operating lease liability | 128,999 |
Total operating lease liabilities | 149,413 |
Finance leases: | |
Finance lease at cost | 183 |
Accumulated amortization | (149) |
Finance lease net | 34 |
Current portion of notes payable and long-term debt | 181 |
Notes payable, long-term debt and other obligations, less current portion | 27 |
Total finance lease liabilities | $ 208 |
Weighted average remaining lease term: | |
Operating leases | 8 years 6 months 3 days |
Finance leases | 1 year 1 month 6 days |
Weighted average discount rate: | |
Operating leases | 11.21% |
Finance leases | 4.97% |
Financing lease equipment | |
Finance leases: | |
Finance lease at cost | $ 729 |
Accumulated amortization | (551) |
Finance lease net | $ 178 |
Leases - Maturities of Operatin
Leases - Maturities of Operating and Financing Lease Liabilities (Details) $ in Thousands | Mar. 31, 2019USD ($) |
Operating Leases | |
2019 | $ 27,019 |
2020 | 30,852 |
2021 | 28,260 |
2022 | 25,390 |
2023 | 23,753 |
2024 | 18,674 |
Thereafter | 85,807 |
Total lease payments | 239,755 |
Less imputed interest | (90,342) |
Total | 149,413 |
Finance Leases | |
Remainder of 2019 | 158 |
2020 | 54 |
2021 | 1 |
2022 | 0 |
2023 | 0 |
Thereafter | 0 |
Total lease payments | 213 |
Less imputed interest | (5) |
Total | $ 208 |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Lease commitments, 2019 | $ 35,973 |
Lease commitments, 2020 | 29,917 |
Lease commitments, 2021 | 27,592 |
Lease commitments, 2022 | 25,185 |
Lease commitments, 2023 | 23,589 |
Lease commitments, Thereafter | 104,126 |
Lease commitments, Total | 246,382 |
Sublease Rentals, 2019 | 69 |
Sublease Rentals, 2020 | 0 |
Sublease Rentals, 2021 | 0 |
Sublease Rentals, 2022 | 0 |
Sublease Rentals, 2023 | 0 |
Sublease Rentals, Thereafter | 0 |
Sublease Rentals, Total | 69 |
Net, 2019 | 35,904 |
Net, 2020 | 29,917 |
Net, 2021 | 27,592 |
Net, 2022 | 25,185 |
Net, 2023 | 23,589 |
Net, Thereafter | 104,126 |
Net, Total | $ 246,313 |
Inventories (Schedule of Invent
Inventories (Schedule of Inventories) (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Inventory Disclosure [Abstract] | ||
Leaf tobacco | $ 50,266 | $ 42,917 |
Other raw materials | 3,119 | 3,750 |
Work-in-process | 2,266 | 1,931 |
Finished goods | 67,864 | 63,937 |
Inventories at current cost | 123,515 | 112,535 |
LIFO adjustments | (21,538) | (21,538) |
Inventory, net | $ 101,977 | $ 90,997 |
Inventories (Narrartive) (Detai
Inventories (Narrartive) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2018 | |
Inventory [Line Items] | ||
LIFO adjustments | $ 21,538 | $ 21,538 |
Capitalized MSA cost in finished goods inventory | 16,892 | 16,001 |
Inventories | ||
Inventory [Line Items] | ||
Federal excise tax in inventory | 26,555 | 26,419 |
Liggett | Inventories | ||
Inventory [Line Items] | ||
Purchase commitments | 3,858 | |
Leaf tobacco | ||
Inventory [Line Items] | ||
LIFO adjustments | 14,932 | 14,932 |
Other raw materials | ||
Inventory [Line Items] | ||
LIFO adjustments | 219 | 219 |
Work-in-process | ||
Inventory [Line Items] | ||
LIFO adjustments | 25 | 25 |
Finished goods | ||
Inventory [Line Items] | ||
LIFO adjustments | $ 6,362 | $ 6,362 |
Investment Securities At Fair_3
Investment Securities At Fair Value (Investment Securities at Fair Value Schedule) (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Investments, Debt and Equity Securities [Abstract] | ||
Debt securities available for sale | $ 88,605 | $ 84,367 |
Equity securities at fair value | 46,047 | 47,202 |
Total investment securities at fair value | $ 134,652 | $ 131,569 |
Investment Securities At Fair_4
Investment Securities At Fair Value (Components of Investment Securities At Fair Value) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Debt Securities, Available-for-sale [Line Items] | |||
Investment securities available for sale | $ 134,652 | ||
Fair Value | 134,652 | $ 131,569 | |
Equity securities at fair value | 46,047 | 47,202 | |
Net gains (losses) recognized on equity securities | 4,740 | $ (2,745) | |
Net gains (losses) recognized on debt securities available for sale | 36 | (9) | |
Impairments on debt securities available for sale | 3 | 586 | |
Net gains (losses) recognized on investment securities | 4,773 | (3,340) | |
Less: Net gains recognized on equity securities sold | 132 | 130 | |
Net unrealized gains (losses) recognized on equity securities still held at the reporting date | 4,608 | $ (2,875) | |
Marketable equity securities | |||
Debt Securities, Available-for-sale [Line Items] | |||
Investment securities available for sale | 24,387 | 26,010 | |
Mutual funds invested in fixed-income securities | |||
Debt Securities, Available-for-sale [Line Items] | |||
Investment securities available for sale | 21,660 | 21,192 | |
Marketable debt securities | |||
Debt Securities, Available-for-sale [Line Items] | |||
Fair Value | 88,605 | ||
Cost | 88,093 | ||
Gross Unrealized Gains | 512 | ||
Gross Unrealized Losses | 0 | ||
Total debt securities available for sale | |||
Debt Securities, Available-for-sale [Line Items] | |||
Fair Value | 88,605 | 84,367 | |
Cost | 88,093 | 84,199 | |
Gross Unrealized Gains | 512 | 168 | |
Gross Unrealized Losses | 0 | 0 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) | |||
Debt Securities, Available-for-sale [Line Items] | |||
Investment securities available for sale | 46,047 | ||
Quoted Prices in Active Markets for Identical Assets (Level 1) | Marketable equity securities | |||
Debt Securities, Available-for-sale [Line Items] | |||
Investment securities available for sale | 24,387 | 26,010 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Mutual funds invested in fixed-income securities | |||
Debt Securities, Available-for-sale [Line Items] | |||
Investment securities available for sale | $ 21,660 | $ 21,192 |
Investment Securities At Fair_5
Investment Securities At Fair Value (Maturity Dates of Marketable Debt Securities) (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Debt Securities, Available-for-sale [Line Items] | ||
Market Value | $ 88,605 | $ 84,367 |
Under 1 Year | 40,064 | |
1 Year up to 5 Years | 48,541 | |
More than 5 Years | 0 | |
U.S. Government securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Market Value | 24,275 | |
Under 1 Year | 12,662 | |
1 Year up to 5 Years | 11,613 | |
More than 5 Years | 0 | |
Corporate securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Market Value | 43,110 | |
Under 1 Year | 10,694 | |
1 Year up to 5 Years | 32,416 | |
More than 5 Years | 0 | |
U.S. mortgage-backed securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Market Value | 4,132 | |
Under 1 Year | 489 | |
1 Year up to 5 Years | 3,643 | |
More than 5 Years | 0 | |
Commercial mortgage-backed securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Market Value | 397 | |
Under 1 Year | 33 | |
1 Year up to 5 Years | 364 | |
More than 5 Years | 0 | |
Commercial paper | ||
Debt Securities, Available-for-sale [Line Items] | ||
Market Value | 13,180 | |
Under 1 Year | 13,180 | |
1 Year up to 5 Years | 0 | |
More than 5 Years | 0 | |
Index-linked U.S. bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Market Value | 2,354 | |
Under 1 Year | 2,354 | |
1 Year up to 5 Years | 0 | |
More than 5 Years | 0 | |
Foreign fixed-income securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Market Value | 1,157 | |
Under 1 Year | 652 | |
1 Year up to 5 Years | 505 | |
More than 5 Years | $ 0 |
Investment Securities At Fair_6
Investment Securities At Fair Value (Gross Realized Gains and Losses on Available-for-Sale Securities) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Investments, Debt and Equity Securities [Abstract] | ||
Gross realized gains on sales | $ 38 | $ 0 |
Gross realized losses on sales | (2) | (9) |
Net gains (losses) recognized on debt securities available for sale | 36 | (9) |
Gross realized losses on other-than-temporary impairments | $ (3) | $ (586) |
Investment Securities At Fair_7
Investment Securities At Fair Value (Narrative) (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Debt Securities, Available-for-sale [Line Items] | |||
Proceeds from investment securities sales | $ 7,759,000 | $ 2,357,000 | |
Securities that qualify for NAV | 3,559,000 | 1,731,000 | |
Equity securities without readily determinable fair value | 5,000,000 | $ 5,000,000 | |
Impairment and other adjustments | 0 | 0 | |
Long-term investments | |||
Debt Securities, Available-for-sale [Line Items] | |||
Securities that qualify for NAV | 434,000 | ||
Corporate Securities and U.S. Government Securities | |||
Debt Securities, Available-for-sale [Line Items] | |||
Maturities of debt securities | $ 11,566,000 | $ 8,558,000 |
Long-Term Investments (Investme
Long-Term Investments (Investments) (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019USD ($)investment | Dec. 31, 2018USD ($) | |
Long-term Investments [Abstract] | ||
Equity securities at fair value that qualify for the NAV practical expedient | $ 54,202 | $ 54,628 |
Equity-method investments | 12,566 | 11,631 |
Long-term investments | $ 66,768 | $ 66,259 |
Number of investments redeemed that qualify for the NAV practical expedient | investment | 1 | |
Percent of other investments redeemed that qualify for the NAV practical expedient | 25.00% | |
In-transit redemptions recorded from proceeds from investments redeemed that qualify for NAV practical expedient | $ 3,984 |
Long-Term Investments (Equity-M
Long-Term Investments (Equity-Method Investments) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Schedule of Equity Method Investments [Line Items] | |||
Equity-method investments | $ 12,566 | $ 11,631 | |
Proceeds from long-term equity method investment | $ 427 | $ 414 | |
Percent of other investments redeemed that qualify for the NAV practical expedient | 25.00% | ||
In-transit redemptions recorded from proceeds from investments redeemed that qualify for NAV practical expedient | $ 3,984 | ||
Equity in losses from investments | (1,362) | $ (1,162) | |
Indian Creek Investors LP (“Indian Creek”) | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity-method investments | $ 1,353 | 1,167 | |
Equity-method ownership percentage | 12.58% | ||
Boyar Value Fund (“Boyar”) | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity-method investments | $ 9,041 | 8,384 | |
Equity-method ownership percentage | 34.38% | ||
Quoted market value | $ 9,041 | ||
Ladenburg Thalmann Financial Services Inc. (“LTS”) | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity-method investments | $ 2,172 | 2,080 | |
Equity-method ownership percentage | 10.20% | ||
Quoted market value | $ 42,991 | ||
Castle Brands, Inc. (“Castle”) | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity-method investments | $ 0 | $ 0 | |
Equity-method ownership percentage | 7.64% | ||
Quoted market value | $ 9,027 |
New Valley LLC (Investment in R
New Valley LLC (Investment in Real Estate Ventures) (Details) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2019USD ($)venture | Mar. 31, 2018USD ($) | Feb. 28, 2019USD ($) | Dec. 31, 2018USD ($) | |
Schedule of Investments [Line Items] | ||||
Investments in real estate ventures | $ 138,393 | $ 141,105 | ||
Total contributions | 871 | $ 533 | ||
Distributions from real estate ventures | 1,383 | 3,083 | ||
Distributions from investments in real estate ventures | 1,134 | 219 | ||
Equity in losses from real estate ventures | (2,439) | (6,560) | ||
Condominium and Mixed Use Development | New York City SMSA | ||||
Schedule of Investments [Line Items] | ||||
Impairment of long-term investments | 6,354 | |||
New Valley LLC | ||||
Schedule of Investments [Line Items] | ||||
Investments in real estate ventures | 138,393 | 141,105 | ||
Total contributions | 871 | 533 | ||
Distributions | 2,517 | 3,302 | ||
Equity in losses from real estate ventures | (2,439) | (6,560) | ||
Total maximum exposure to loss | 170,594 | |||
Interest costs capitalized | 1,315 | 2,209 | ||
New Valley LLC | Variable Interest Entity, Not Primary Beneficiary | 352 6th Avenue LLC | ||||
Schedule of Investments [Line Items] | ||||
Range of ownership | 37.00% | |||
Investments in real estate ventures | $ 500 | |||
Total maximum exposure to loss | $ 506 | |||
New Valley LLC | Variable Interest Entity, Primary Beneficiary | ||||
Schedule of Investments [Line Items] | ||||
Number of real estate ventures | venture | 2 | |||
VIE's assets | $ 976 | 1,387 | ||
New Valley LLC | New York City SMSA | Minimum | ||||
Schedule of Investments [Line Items] | ||||
Range of ownership | 3.10% | |||
New Valley LLC | New York City SMSA | Maximum | ||||
Schedule of Investments [Line Items] | ||||
Range of ownership | 49.50% | |||
New Valley LLC | Condominium and Mixed Use Development | ||||
Schedule of Investments [Line Items] | ||||
Investments in real estate ventures | $ 95,428 | 96,399 | ||
Total contributions | 500 | 533 | ||
Distributions | 571 | 2,868 | ||
Equity in losses from real estate ventures | (2,214) | (3,967) | ||
Total maximum exposure to loss | 112,850 | |||
New Valley LLC | Condominium and Mixed Use Development | New York City SMSA | ||||
Schedule of Investments [Line Items] | ||||
Investments in real estate ventures | 63,570 | 65,007 | ||
Total contributions | 500 | 533 | ||
Distributions | 571 | 2,868 | ||
Equity in losses from real estate ventures | (2,106) | (3,462) | ||
Impairment of long-term investments | 7,474 | |||
Total maximum exposure to loss | 68,492 | |||
New Valley LLC | Condominium and Mixed Use Development | All other U.S. areas | ||||
Schedule of Investments [Line Items] | ||||
Investments in real estate ventures | 31,858 | 31,392 | ||
Equity in losses from real estate ventures | (108) | (505) | ||
Total maximum exposure to loss | $ 44,358 | |||
New Valley LLC | Condominium and Mixed Use Development | All other U.S. areas | Minimum | ||||
Schedule of Investments [Line Items] | ||||
Range of ownership | 15.00% | |||
New Valley LLC | Condominium and Mixed Use Development | All other U.S. areas | Maximum | ||||
Schedule of Investments [Line Items] | ||||
Range of ownership | 48.50% | |||
New Valley LLC | Apartment Buildings | ||||
Schedule of Investments [Line Items] | ||||
Distributions | $ 0 | 201 | ||
Equity in losses from real estate ventures | 0 | (1,580) | ||
New Valley LLC | Apartment Buildings | All other U.S. areas | ||||
Schedule of Investments [Line Items] | ||||
Distributions | 0 | 201 | ||
Equity in losses from real estate ventures | 0 | (1,580) | ||
New Valley LLC | Hotels | ||||
Schedule of Investments [Line Items] | ||||
Investments in real estate ventures | 16,310 | 18,116 | ||
Total contributions | 172 | 0 | ||
Distributions | 784 | 0 | ||
Equity in losses from real estate ventures | (1,194) | (1,239) | ||
Total maximum exposure to loss | 16,310 | |||
New Valley LLC | Hotels | New York City SMSA | ||||
Schedule of Investments [Line Items] | ||||
Investments in real estate ventures | 14,462 | 15,782 | ||
Total contributions | 172 | 0 | ||
Distributions | 784 | 0 | ||
Equity in losses from real estate ventures | (708) | (814) | ||
Total maximum exposure to loss | $ 14,462 | |||
New Valley LLC | Hotels | New York City SMSA | Minimum | ||||
Schedule of Investments [Line Items] | ||||
Range of ownership | 5.20% | |||
New Valley LLC | Hotels | New York City SMSA | Maximum | ||||
Schedule of Investments [Line Items] | ||||
Range of ownership | 18.40% | |||
New Valley LLC | Hotels | International | ||||
Schedule of Investments [Line Items] | ||||
Range of ownership | 49.00% | |||
Investments in real estate ventures | $ 1,848 | 2,334 | ||
Equity in losses from real estate ventures | (486) | (425) | ||
Total maximum exposure to loss | 1,848 | |||
New Valley LLC | Commercial | ||||
Schedule of Investments [Line Items] | ||||
Investments in real estate ventures | 9,084 | 8,920 | ||
Distributions | 64 | 215 | ||
Equity in losses from real estate ventures | 171 | (37) | ||
Total maximum exposure to loss | $ 9,084 | |||
New Valley LLC | Commercial | New York City SMSA | ||||
Schedule of Investments [Line Items] | ||||
Range of ownership | 49.00% | |||
Investments in real estate ventures | $ 1,739 | 1,867 | ||
Distributions | 6 | 0 | ||
Equity in losses from real estate ventures | (121) | (267) | ||
Total maximum exposure to loss | $ 1,739 | |||
New Valley LLC | Commercial | All other U.S. areas | ||||
Schedule of Investments [Line Items] | ||||
Range of ownership | 1.60% | |||
Investments in real estate ventures | $ 7,345 | 7,053 | ||
Distributions | 58 | 215 | ||
Equity in losses from real estate ventures | 292 | 230 | ||
Total maximum exposure to loss | 7,345 | |||
New Valley LLC | Other | ||||
Schedule of Investments [Line Items] | ||||
Investments in real estate ventures | 17,571 | $ 17,670 | ||
Total contributions | 199 | 0 | ||
Distributions | 1,098 | 18 | ||
Equity in losses from real estate ventures | 798 | 263 | ||
Total maximum exposure to loss | $ 32,350 | |||
New Valley LLC | Other | Minimum | ||||
Schedule of Investments [Line Items] | ||||
Range of ownership | 15.00% | |||
New Valley LLC | Other | Maximum | ||||
Schedule of Investments [Line Items] | ||||
Range of ownership | 50.00% | |||
Douglas Elliman Realty, LLC | ||||
Schedule of Investments [Line Items] | ||||
Proceeds from commissions received | $ 3,118 | $ 3,759 |
New Valley LLC (Combined Financ
New Valley LLC (Combined Financial Statements for Unconsolidated Subsidiaries) (Details) - New Valley LLC - Condominium and Mixed Use Development - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Income Statement | ||
Revenue | $ 13,421 | $ 82,947 |
Cost of sales | 0 | 53,851 |
Other expenses | 19,395 | 20,692 |
(Loss) income from continuing operations | $ (5,974) | $ 8,404 |
New Valley LLC (Investments in
New Valley LLC (Investments in Real Estate, net) (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | ||
Apr. 30, 2015 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Schedule of Investments [Line Items] | ||||
Real estate investment, net | $ 26,777 | $ 26,220 | ||
New Valley LLC | ||||
Schedule of Investments [Line Items] | ||||
Real estate investment, net | 26,777 | 26,220 | ||
New Valley LLC | Escena | ||||
Schedule of Investments [Line Items] | ||||
Land and Land Improvements | 8,910 | 8,910 | ||
Building and building improvements | 1,900 | 1,900 | ||
Other | 2,197 | 2,162 | ||
Investments in real estate, gross | 13,007 | 12,972 | ||
Less accumulated depreciation | (2,921) | (2,802) | ||
Real estate investment, net | 10,086 | 10,170 | ||
Operating loss | 686 | $ (800) | ||
New Valley LLC | Sagaponack | ||||
Schedule of Investments [Line Items] | ||||
Real estate investment, net | $ 16,691 | $ 16,050 | ||
Payments to acquire real estate | $ 12,502 |
Notes Payable, Long-Term Debt_3
Notes Payable, Long-Term Debt and Other Obligations (Components of Debt) (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Notes payable, long-term debt and other obligations | $ 1,451,483 | $ 1,666,445 |
Less: Debt issuance costs | (22,458) | (23,614) |
Total notes payable, long-term debt and other obligations | 1,429,025 | 1,642,831 |
Less: Current maturities | (41,080) | (256,134) |
Amount due after one year | 1,387,945 | 1,386,697 |
Fair value of derivatives embedded within convertible debt | 21,075 | 24,789 |
Senior Notes | 6.125% Senior Secured Notes due 2025 | ||
Debt Instrument [Line Items] | ||
Notes payable, long-term debt and other obligations | $ 850,000 | 850,000 |
Interest rate | 6.125% | |
Senior Notes | 10.5% Senior Notes due 2026 | ||
Debt Instrument [Line Items] | ||
Interest rate | 10.50% | |
Variable Interest Senior Convertible Debt | 10.5% Senior Notes due 2026 | ||
Debt Instrument [Line Items] | ||
Notes payable, long-term debt and other obligations | $ 325,000 | 325,000 |
Variable Interest Senior Convertible Debt | 7.5% Variable Interest Senior Convertible Notes due 2019, net of unamortized discount of $0 and $3,359 | ||
Debt Instrument [Line Items] | ||
Notes payable, long-term debt and other obligations | 0 | 226,641 |
Unamortized discount | $ 0 | 3,359 |
Interest rate | 7.50% | |
Fair value of derivatives embedded within convertible debt | $ 0 | 6,635 |
Variable Interest Senior Convertible Debt | 5.5% Variable Interest Senior Convertible Debentures due 2020, net of unamortized discount of $24,300 and $29,465 | ||
Debt Instrument [Line Items] | ||
Notes payable, long-term debt and other obligations | 207,700 | 202,535 |
Unamortized discount | $ 24,300 | 29,465 |
Interest rate | 5.50% | |
Fair value of derivatives embedded within convertible debt | $ 21,075 | 24,789 |
Line of Credit | Liggett | ||
Debt Instrument [Line Items] | ||
Amount outstanding | 37,770 | |
Remaining borrowing capacity | 20,500 | |
Line of Credit | Revolving credit facility | Liggett | ||
Debt Instrument [Line Items] | ||
Notes payable, long-term debt and other obligations | 35,435 | 28,381 |
Line of Credit | Term loan under credit facility | Liggett | ||
Debt Instrument [Line Items] | ||
Notes payable, long-term debt and other obligations | 2,335 | 2,409 |
Equipment loans | Liggett | ||
Debt Instrument [Line Items] | ||
Notes payable, long-term debt and other obligations | 667 | 1,039 |
Other | ||
Debt Instrument [Line Items] | ||
Notes payable, long-term debt and other obligations | $ 30,346 | $ 30,440 |
Notes Payable, Long-Term Debt_4
Notes Payable, Long-Term Debt and Other Obligations (Senior Notes) (Details) - USD ($) $ in Thousands | Nov. 02, 2018 | Jan. 31, 2019 | Mar. 31, 2019 |
Senior Notes | 10.5% Senior Notes due 2026 | |||
Debt Instrument [Line Items] | |||
Face amount of debt | $ 325,000 | ||
Interest rate | 10.50% | ||
Net proceeds from issuance of senior notes | $ 315,000 | ||
Redemption interest rate | 1.00% | ||
Maximum percent of principal amount redeemable | 40.00% | ||
Percent of net proceeds of certain equity offerings | 110.50% | ||
Minimum percentage of principal amount to remain outstanding | 60.00% | ||
Period of redemption after closing | 90 days | ||
Repurchase price | 101.00% | ||
Senior Notes | 10.5% Senior Notes due 2026 | Douglas Elliman Realty, LLC | |||
Debt Instrument [Line Items] | |||
Equity-method ownership percentage | 100.00% | ||
Variable Interest Senior Convertible Debt | 7.5% Variable Interest Senior Convertible Notes due 2019 | |||
Debt Instrument [Line Items] | |||
Face amount of debt | $ 230,000 | ||
Interest Expense, Debt | $ 8,102 | ||
Interest rate | 7.50% |
Notes Payable, Long-Term Debt_5
Notes Payable, Long-Term Debt and Other Obligations (Revolving Credit Facility and Term Loan Under Credit Facility - Liggett) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Debt Disclosure [Abstract] | ||
Amortization of debt discount, net | $ 8,528 | $ 18,193 |
Amortization of debt issuance costs | 1,185 | 2,681 |
Non-cash Interest Expense | $ 9,713 | $ 20,874 |
Notes Payable, Long-Term Debt_6
Notes Payable, Long-Term Debt and Other Obligations (Fair Value of Notes Payable and Long Term Debt) (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes payable and long-term debt | $ 1,364,906 | $ 1,565,459 |
Carrying Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes payable and long-term debt | 1,451,483 | 1,666,445 |
Senior Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes payable and long-term debt | 1,060,943 | 1,034,500 |
Senior Notes | Carrying Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes payable and long-term debt | 1,175,000 | 1,175,000 |
Variable Interest Senior Convertible Debt | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes payable and long-term debt | 235,190 | 468,704 |
Variable Interest Senior Convertible Debt | Carrying Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes payable and long-term debt | 207,700 | 429,176 |
Liggett and other | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes payable and long-term debt | 68,773 | 62,255 |
Liggett and other | Carrying Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes payable and long-term debt | $ 68,783 | $ 62,269 |
Contingencies (Overview and Bon
Contingencies (Overview and Bonds) (Details) - Liggett - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Jun. 30, 2009 | |
Loss Contingencies [Line Items] | ||||
Tobacco product liability legal expenses and costs | $ 1,463 | $ 1,508 | ||
Engle Progeny Cases | Florida | ||||
Loss Contingencies [Line Items] | ||||
Maximum bond required for judgments on appeal | $ 200,000 | |||
Bonds | Santoro v. R.J. Reynolds | ||||
Loss Contingencies [Line Items] | ||||
Security posted for appeal of judgment | $ 535 |
Contingencies (Cautionary State
Contingencies (Cautionary Statement About Engle Progeny Cases) (Details) $ in Thousands | Nov. 21, 1996USD ($) | Sep. 30, 2017USD ($)case | Jun. 30, 2017USD ($)case | Dec. 31, 2016USD ($)case | Oct. 31, 2013USD ($)case | Mar. 31, 2019USD ($)case |
Loss Contingencies [Line Items] | ||||||
Amount of litigation settlement awarded to other party | $ | $ 145,000,000 | |||||
Liggett | ||||||
Loss Contingencies [Line Items] | ||||||
Amount of litigation settlement awarded to other party | $ | $ 790,000 | |||||
Liggett | Engle Progeny Cases | ||||||
Loss Contingencies [Line Items] | ||||||
Cases with verdicts | 25 | |||||
Cases with verdicts in favor of plaintiffs | 16 | |||||
Cases with verdicts in favor of defendants | 9 | |||||
Cases with verdicts in favor of plaintiffs and punitive damages awarded | 5 | |||||
Cases settled | 20 | 9 | 124 | 4,900 | ||
Amount of litigation settlement awarded to other party | $ | $ 4,100 | $ 1,400 | $ 17,650 | $ 110,000 | ||
Liggett and Vector Tobacco | Engle Progeny Cases | ||||||
Loss Contingencies [Line Items] | ||||||
Cases settled | 185 | |||||
Amount of litigation settlement awarded to other party | $ | $ 7,600 |
Contingencies (Individual Actio
Contingencies (Individual Actions) (Details) | Mar. 31, 2019case |
Individual Actions Cases | |
Loss Contingencies [Line Items] | |
Cases pending | 33 |
Liggett | |
Loss Contingencies [Line Items] | |
Cases pending | 1 |
Liggett | Individual Actions Cases | Florida | |
Loss Contingencies [Line Items] | |
Cases pending | 22 |
Liggett | Individual Actions Cases | Illinois | |
Loss Contingencies [Line Items] | |
Cases pending | 4 |
Liggett | Individual Actions Cases | New York | |
Loss Contingencies [Line Items] | |
Cases pending | 2 |
Liggett | Individual Actions Cases | Louisiana | |
Loss Contingencies [Line Items] | |
Cases pending | 2 |
Liggett | Individual Actions Cases | West Virginia | |
Loss Contingencies [Line Items] | |
Cases pending | 2 |
Liggett | Individual Actions Cases | Ohio | |
Loss Contingencies [Line Items] | |
Cases pending | 1 |
Contingencies (Engle Progeny Ca
Contingencies (Engle Progeny Cases and Settlement) (Details) $ in Thousands | Nov. 21, 1996USD ($) | Sep. 30, 2017USD ($)case | Jun. 30, 2017USD ($)case | Dec. 31, 2016USD ($)case | Feb. 28, 2015 | Oct. 31, 2013USD ($)case | Mar. 31, 2019USD ($)case | Mar. 31, 2018USD ($) | Dec. 31, 2016USD ($) |
Loss Contingencies [Line Items] | |||||||||
Amount of litigation settlement awarded to other party | $ 145,000,000 | ||||||||
Litigation settlement and judgment expense (income) | $ 0 | $ (2,469) | |||||||
Liggett | |||||||||
Loss Contingencies [Line Items] | |||||||||
Amount of litigation settlement awarded to other party | $ 790,000 | ||||||||
Cases pending | case | 1 | ||||||||
Liggett | Engle Progeny Cases | |||||||||
Loss Contingencies [Line Items] | |||||||||
Cases settled | case | 20 | 9 | 124 | 4,900 | |||||
Amount of litigation settlement awarded to other party | $ 4,100 | $ 1,400 | $ 17,650 | $ 110,000 | |||||
Litigation settlement amount paid in lump sum | $ 14,000 | 61,600 | |||||||
Litigation settlement, installment term | 14 years | ||||||||
Litigation settlement and judgment expense (income) | $ 17,650 | ||||||||
Litigation settlement amount paid in installment payments | 48,000 | ||||||||
Litigation settlement amount of estimated future payments per annum | $ 3,400 | ||||||||
Liggett | Lukacs, Campbell, Douglas, Clay, Tullo, Ward Rizzuto, Lambert and Buchanan | |||||||||
Loss Contingencies [Line Items] | |||||||||
Payments for legal settlements | $ 39,773 | ||||||||
Liggett | Santoro v. R.J. Reynolds | |||||||||
Loss Contingencies [Line Items] | |||||||||
Payments for legal settlements | $ 160 | ||||||||
Liggett and Vector Tobacco | Engle Progeny Cases | |||||||||
Loss Contingencies [Line Items] | |||||||||
Cases settled | case | 185 | ||||||||
Amount of litigation settlement awarded to other party | $ 7,600 | ||||||||
Cases pending | case | 70 |
Contingencies (Appeals of Engle
Contingencies (Appeals of Engle Progeny Judgments, Maryland and Only Liggett Cases) (Details) | Mar. 31, 2019case |
Individual Actions Cases | |
Loss Contingencies [Line Items] | |
Cases pending | 33 |
Liggett | |
Loss Contingencies [Line Items] | |
Cases pending | 1 |
Maryland | Liggett | Individual Actions Cases | |
Loss Contingencies [Line Items] | |
Cases pending | 16 |
Contingencies (Class Actions, H
Contingencies (Class Actions, Health Care Cost Recovery Actions, and Upcoming Trials) (Details) | 1 Months Ended | ||||
Oct. 31, 2013case | May 31, 2013case | Mar. 31, 2019defendantcase | Apr. 30, 2017case | Dec. 31, 2001case | |
Parsons v. AC & S Inc. | |||||
Loss Contingencies [Line Items] | |||||
Number of defendants in bankruptcy | defendant | 3 | ||||
Tobacco Litigation Personal Injury Cases | West Virginia | |||||
Loss Contingencies [Line Items] | |||||
Cases pending | 750 | ||||
Claims dismissed | 1 | ||||
Number of plaintiffs | 30 | ||||
Individual Actions Cases | |||||
Loss Contingencies [Line Items] | |||||
Cases pending | 33 | ||||
Pending claims scheduled for trial | 3 | ||||
Engle Progeny Cases | |||||
Loss Contingencies [Line Items] | |||||
Pending claims scheduled for trial | 2 | ||||
Liggett | |||||
Loss Contingencies [Line Items] | |||||
Cases pending | 1 | ||||
Liggett | Class Actions | |||||
Loss Contingencies [Line Items] | |||||
Cases pending | 3 | ||||
Liggett | Tobacco Litigation Personal Injury Cases | West Virginia | |||||
Loss Contingencies [Line Items] | |||||
Cases pending | 55 | 25 | |||
Liggett | Crow Creek Sioux Tribe v. American Tobacco Company | |||||
Loss Contingencies [Line Items] | |||||
Cases pending | 1 | ||||
Liggett | Individual Actions Cases | West Virginia | |||||
Loss Contingencies [Line Items] | |||||
Cases pending | 2 |
Contingencies (MSA and Other St
Contingencies (MSA and Other State Settlement Agreements) (Details) | Dec. 28, 2017USD ($) | Mar. 31, 2019USD ($)sponsorship | Mar. 31, 1998USD ($)state |
Health Care Cost Recovery Actions | |||
Loss Contingencies [Line Items] | |||
Number of states with settled litigation | state | 46 | ||
Number of brand name sponsorships allowed | sponsorship | 1 | ||
Brand name sponsorship period | 12 months | ||
Annual payment requirement | $ 9,000,000,000 | ||
Liggett | |||
Loss Contingencies [Line Items] | |||
Number of states with settled litigation | state | 45 | ||
Liggett | Health Care Cost Recovery Actions | |||
Loss Contingencies [Line Items] | |||
Estimated litigation liability | $ 0 | ||
Percentage of cigarettes sales exceeds market share exemption | 1.65% | ||
Vector Tobacco | Health Care Cost Recovery Actions | |||
Loss Contingencies [Line Items] | |||
Estimated litigation liability | $ 0 | ||
Percentage of cigarettes sales exceeds market share exemption | 0.28% | ||
Liggett and Vector Tobacco | Health Care Cost Recovery Actions | |||
Loss Contingencies [Line Items] | |||
Estimated litigation liability | $ 166,000,000 | ||
Payments for legal settlements | $ 132,500,000 | ||
Product Concentration Risk | Sales Revenue | Liggett and Vector Tobacco | |||
Loss Contingencies [Line Items] | |||
Concentration risk percentage | 4.00% |
Contingencies (Certain MSA Disp
Contingencies (Certain MSA Disputes) (Details) $ in Thousands | 3 Months Ended | 25 Months Ended | 60 Months Ended |
Mar. 31, 2019USD ($)state | Mar. 31, 1998state | Dec. 31, 2017USD ($) | |
2003 NPM Adjustment | |||
Loss Contingencies [Line Items] | |||
Number of states agreed to single arbitration | 48 | ||
Aggregate number of settling states | 49 | ||
Number of settling states with diligence not contested | 37 | ||
Combined allocable share, percentage | 75.00% | ||
Liggett and Vector Tobacco | 2004-2010 NPM Adjustment | |||
Loss Contingencies [Line Items] | |||
Amounts accrued | $ | $ 13,400 | ||
Liggett and Vector Tobacco | Cost of Sales | Health Care Cost Recovery Actions, NPM Adjustment | |||
Loss Contingencies [Line Items] | |||
Settlement adjustment credit | $ | $ 32,840 | ||
Liggett | |||
Loss Contingencies [Line Items] | |||
Number of states with settled litigation | 45 | ||
Liggett | 2011-2015 NPM Adjustment | |||
Loss Contingencies [Line Items] | |||
Amounts accrued | $ | $ 27,300 |
Contingencies (Other State Sett
Contingencies (Other State Settlements) (Details) | Jan. 12, 2016USD ($) | Nov. 21, 1996USD ($) | Dec. 31, 2010USD ($) | Dec. 31, 2003USD ($) | Mar. 31, 1998USD ($)state | Mar. 21, 2019USD ($) |
Loss Contingencies [Line Items] | ||||||
Amount of litigation settlement awarded to other party | $ 145,000,000,000 | |||||
Health Care Cost Recovery Actions | ||||||
Loss Contingencies [Line Items] | ||||||
Annual payment requirement | $ 9,000,000,000 | |||||
Liggett | ||||||
Loss Contingencies [Line Items] | ||||||
Amount of litigation settlement awarded to other party | $ 790,000,000 | |||||
Liggett | Health Care Cost Recovery Actions | ||||||
Loss Contingencies [Line Items] | ||||||
Number of states not included in settlement agreement | state | 4 | |||||
Minnesota | Liggett | Health Care Cost Recovery Actions | ||||||
Loss Contingencies [Line Items] | ||||||
Annual payment requirement | $ 100,000 | |||||
Florida | Liggett | Health Care Cost Recovery Actions | ||||||
Loss Contingencies [Line Items] | ||||||
Annual payment requirement | $ 250,000 | |||||
Amount of litigation settlement awarded to other party | $ 1,200,000 | |||||
Years annual payments required | 21 years | |||||
Years annual payments required that are subject to inflation adjustment | 12 years | |||||
Mississippi | Liggett | Health Care Cost Recovery Actions | ||||||
Loss Contingencies [Line Items] | ||||||
Damages sought | $ 27,000,000 | |||||
Punitive damages and attorney's fee sought | $ 20,000,000 | |||||
Proceeds that should not be included in income | $ 294,000,000 | |||||
Percent of income entitled | 0.50% |
Contingencies (Activity in Accr
Contingencies (Activity in Accruals for MSA and Tobacco Litigation Schedule) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Loss Contingency Accrual [Roll Forward] | ||
Current liabilities, beginning balance | $ 36,871 | $ 12,645 |
Expenses | 36,358 | 38,142 |
NPM Settlement adjustment | (595) | |
Change in MSA obligations capitalized as inventory | 890 | 147 |
Payments | (250) | (250) |
Interest on withholding | 6 | 12 |
Current liabilities, ending balance | 77,213 | 50,351 |
Noncurrent liabilities, beginning balance | 38,177 | 41,319 |
Expenses | 0 | 0 |
NPM Settlement adjustment | (2,895) | |
Payments | 0 | 0 |
Reclassification to/(from) non-current liabilities | 3,338 | 250 |
Interest on withholding | 571 | 514 |
Noncurrent liabilities, ending balance | 35,410 | 38,688 |
Payments due under Master Settlement Agreement | ||
Loss Contingency Accrual [Roll Forward] | ||
Current liabilities, beginning balance | 36,561 | 12,385 |
Expenses | 36,358 | 38,142 |
NPM Settlement adjustment | (595) | |
Change in MSA obligations capitalized as inventory | 890 | 147 |
Payments | 0 | 0 |
Interest on withholding | 0 | 0 |
Current liabilities, ending balance | 73,809 | 50,111 |
Noncurrent liabilities, beginning balance | 16,383 | 21,479 |
Expenses | 0 | 0 |
NPM Settlement adjustment | (2,895) | |
Payments | 0 | 0 |
Reclassification to/(from) non-current liabilities | 0 | 32 |
Interest on withholding | 0 | 0 |
Noncurrent liabilities, ending balance | 16,383 | 18,552 |
Litigation Accruals | ||
Loss Contingency Accrual [Roll Forward] | ||
Current liabilities, beginning balance | 310 | 260 |
Expenses | 0 | 0 |
NPM Settlement adjustment | 0 | |
Change in MSA obligations capitalized as inventory | 0 | 0 |
Payments | (250) | (250) |
Interest on withholding | 6 | 12 |
Current liabilities, ending balance | 3,404 | 240 |
Noncurrent liabilities, beginning balance | 21,794 | 19,840 |
Expenses | 0 | 0 |
NPM Settlement adjustment | 0 | |
Payments | 0 | 0 |
Reclassification to/(from) non-current liabilities | 3,338 | 218 |
Interest on withholding | 571 | 514 |
Noncurrent liabilities, ending balance | $ 19,027 | $ 20,136 |
Contingencies (Other Matters) (
Contingencies (Other Matters) (Details) $ in Thousands | Mar. 31, 2019USD ($) |
Liggett and Vector Tobacco | Bonds | Maximum | |
Loss Contingencies [Line Items] | |
Estimate of possible loss | $ 500 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Pension Benefits | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost — benefits earned during the period | $ 133 | $ 147 |
Interest cost on projected benefit obligation | 1,215 | 1,122 |
Expected return on assets | (1,219) | (1,393) |
Amortization of prior service cost | 0 | 0 |
Amortization of net loss (gain) | 501 | 452 |
Net expense | 630 | 328 |
Other Postretirement Benefits | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost — benefits earned during the period | 0 | 1 |
Interest cost on projected benefit obligation | 87 | 82 |
Expected return on assets | 0 | 0 |
Amortization of prior service cost | (1) | 0 |
Amortization of net loss (gain) | (44) | (10) |
Net expense | $ 44 | $ 73 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Income before provision for income taxes | $ 21,782 | $ 5,612 |
Income tax expense using estimated annual effective income tax rate | 6,863 | 2,056 |
Impact of discrete items, net | (114) | (108) |
Income tax expense | $ 6,749 | $ 1,948 |
Investments and Fair Value Me_3
Investments and Fair Value Measurements (Fair Value Measurements) (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Assets: | ||
Investment securities available for sale | $ 134,652,000 | |
Equity securities at fair value that qualify for the NAV practical expedient | 54,202,000 | $ 54,628,000 |
Total | 453,219,000 | 683,605,000 |
Liabilities: | ||
Fair value of contingent liability | 6,258,000 | 6,304,000 |
Fair value of derivatives embedded within convertible debt | 21,075,000 | 31,424,000 |
Total | 27,333,000 | 37,728,000 |
Nonrecurring nonfinancial assets subject to fair value measurements | $ 0 | 0 |
5.5% Variable Interest Senior Convertible Debentures due 2020 | Variable Interest Senior Convertible Debt | ||
Liabilities: | ||
Interest rate | 5.50% | |
Marketable equity securities | ||
Assets: | ||
Investment securities available for sale | $ 24,387,000 | 26,010,000 |
Mutual funds invested in fixed-income securities | ||
Assets: | ||
Investment securities available for sale | 21,660,000 | 21,192,000 |
Equity Securities [Member] | ||
Assets: | ||
Investment securities available for sale | 46,047,000 | 47,202,000 |
U.S. Government securities | ||
Assets: | ||
Investment securities available for sale | 24,275,000 | |
Corporate securities | ||
Assets: | ||
Investment securities available for sale | 43,110,000 | |
U.S. mortgage-backed securities | ||
Assets: | ||
Investment securities available for sale | 4,132,000 | |
Commercial mortgage-backed securities | ||
Assets: | ||
Investment securities available for sale | 397,000 | |
Index-linked U.S. bonds | ||
Assets: | ||
Investment securities available for sale | 2,354,000 | |
Foreign fixed-income securities | ||
Assets: | ||
Investment securities available for sale | 1,157,000 | |
Total debt securities available for sale | ||
Assets: | ||
Investment securities available for sale | 88,605,000 | |
Money market funds | ||
Assets: | ||
Cash and cash equivalents | 222,559,000 | |
Commercial paper | ||
Assets: | ||
Cash and cash equivalents | 39,100,000 | |
Certificates of deposit | ||
Assets: | ||
Cash and cash equivalents | 2,171,000 | |
Money market funds securing legal bonds | ||
Assets: | ||
Cash and cash equivalents | 535,000 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets: | ||
Investment securities available for sale | 46,047,000 | |
Equity securities at fair value that qualify for the NAV practical expedient | 0 | 0 |
Total | 269,141,000 | 496,297,000 |
Liabilities: | ||
Fair value of contingent liability | 0 | 0 |
Fair value of derivatives embedded within convertible debt | 0 | 0 |
Total | 0 | 0 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Marketable equity securities | ||
Assets: | ||
Investment securities available for sale | 24,387,000 | 26,010,000 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Mutual funds invested in fixed-income securities | ||
Assets: | ||
Investment securities available for sale | 21,660,000 | 21,192,000 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Equity Securities [Member] | ||
Assets: | ||
Investment securities available for sale | 46,047,000 | 47,202,000 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | U.S. Government securities | ||
Assets: | ||
Investment securities available for sale | 0 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Corporate securities | ||
Assets: | ||
Investment securities available for sale | 0 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) | U.S. mortgage-backed securities | ||
Assets: | ||
Investment securities available for sale | 0 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Commercial mortgage-backed securities | ||
Assets: | ||
Investment securities available for sale | 0 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Commercial paper | ||
Assets: | ||
Investment securities available for sale | 0 | 0 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Index-linked U.S. bonds | ||
Assets: | ||
Investment securities available for sale | 0 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Foreign fixed-income securities | ||
Assets: | ||
Investment securities available for sale | 0 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Total debt securities available for sale | ||
Assets: | ||
Investment securities available for sale | 0 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Money market funds | ||
Assets: | ||
Cash and cash equivalents | 222,559,000 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Commercial paper | ||
Assets: | ||
Cash and cash equivalents | 0 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Certificates of deposit | ||
Assets: | ||
Cash and cash equivalents | 0 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Money market funds securing legal bonds | ||
Assets: | ||
Cash and cash equivalents | 535,000 | |
Significant Other Observable Inputs (Level 2) | ||
Assets: | ||
Investment securities available for sale | 88,605,000 | |
Equity securities at fair value that qualify for the NAV practical expedient | 0 | 0 |
Total | 129,876,000 | 132,680,000 |
Liabilities: | ||
Fair value of contingent liability | 0 | 0 |
Fair value of derivatives embedded within convertible debt | 0 | 0 |
Total | 0 | 0 |
Significant Other Observable Inputs (Level 2) | Marketable equity securities | ||
Assets: | ||
Investment securities available for sale | 0 | 0 |
Significant Other Observable Inputs (Level 2) | Mutual funds invested in fixed-income securities | ||
Assets: | ||
Investment securities available for sale | 0 | 0 |
Significant Other Observable Inputs (Level 2) | Equity Securities [Member] | ||
Assets: | ||
Investment securities available for sale | 0 | 0 |
Significant Other Observable Inputs (Level 2) | U.S. Government securities | ||
Assets: | ||
Investment securities available for sale | 24,275,000 | |
Significant Other Observable Inputs (Level 2) | Corporate securities | ||
Assets: | ||
Investment securities available for sale | 43,110,000 | |
Significant Other Observable Inputs (Level 2) | U.S. mortgage-backed securities | ||
Assets: | ||
Investment securities available for sale | 4,132,000 | |
Significant Other Observable Inputs (Level 2) | Commercial mortgage-backed securities | ||
Assets: | ||
Investment securities available for sale | 397,000 | |
Significant Other Observable Inputs (Level 2) | Commercial paper | ||
Assets: | ||
Investment securities available for sale | 13,180,000 | 5,870,000 |
Significant Other Observable Inputs (Level 2) | Index-linked U.S. bonds | ||
Assets: | ||
Investment securities available for sale | 2,354,000 | |
Significant Other Observable Inputs (Level 2) | Foreign fixed-income securities | ||
Assets: | ||
Investment securities available for sale | 1,157,000 | |
Significant Other Observable Inputs (Level 2) | Total debt securities available for sale | ||
Assets: | ||
Investment securities available for sale | 88,605,000 | |
Significant Other Observable Inputs (Level 2) | Money market funds | ||
Assets: | ||
Cash and cash equivalents | 0 | |
Significant Other Observable Inputs (Level 2) | Commercial paper | ||
Assets: | ||
Cash and cash equivalents | 39,100,000 | |
Significant Other Observable Inputs (Level 2) | Certificates of deposit | ||
Assets: | ||
Cash and cash equivalents | 2,171,000 | |
Significant Other Observable Inputs (Level 2) | Money market funds securing legal bonds | ||
Assets: | ||
Cash and cash equivalents | 0 | |
Significant Unobservable Inputs (Level 3) | ||
Assets: | ||
Investment securities available for sale | 0 | |
Equity securities at fair value that qualify for the NAV practical expedient | 0 | 0 |
Total | 0 | 0 |
Liabilities: | ||
Fair value of contingent liability | 6,258,000 | 6,304,000 |
Fair value of derivatives embedded within convertible debt | 21,075,000 | 31,424,000 |
Total | 27,333,000 | 37,728,000 |
Significant Unobservable Inputs (Level 3) | Marketable equity securities | ||
Assets: | ||
Investment securities available for sale | 0 | 0 |
Significant Unobservable Inputs (Level 3) | Mutual funds invested in fixed-income securities | ||
Assets: | ||
Investment securities available for sale | 0 | 0 |
Significant Unobservable Inputs (Level 3) | Equity Securities [Member] | ||
Assets: | ||
Investment securities available for sale | 0 | 0 |
Significant Unobservable Inputs (Level 3) | U.S. Government securities | ||
Assets: | ||
Investment securities available for sale | 0 | |
Significant Unobservable Inputs (Level 3) | Corporate securities | ||
Assets: | ||
Investment securities available for sale | 0 | |
Significant Unobservable Inputs (Level 3) | U.S. mortgage-backed securities | ||
Assets: | ||
Investment securities available for sale | 0 | |
Significant Unobservable Inputs (Level 3) | Commercial mortgage-backed securities | ||
Assets: | ||
Investment securities available for sale | 0 | |
Significant Unobservable Inputs (Level 3) | Commercial paper | ||
Assets: | ||
Investment securities available for sale | 0 | 0 |
Significant Unobservable Inputs (Level 3) | Index-linked U.S. bonds | ||
Assets: | ||
Investment securities available for sale | 0 | |
Significant Unobservable Inputs (Level 3) | Foreign fixed-income securities | ||
Assets: | ||
Investment securities available for sale | 0 | |
Significant Unobservable Inputs (Level 3) | Total debt securities available for sale | ||
Assets: | ||
Investment securities available for sale | 0 | |
Significant Unobservable Inputs (Level 3) | Money market funds | ||
Assets: | ||
Cash and cash equivalents | 0 | |
Significant Unobservable Inputs (Level 3) | Commercial paper | ||
Assets: | ||
Cash and cash equivalents | 0 | |
Significant Unobservable Inputs (Level 3) | Certificates of deposit | ||
Assets: | ||
Cash and cash equivalents | 0 | |
Significant Unobservable Inputs (Level 3) | Money market funds securing legal bonds | ||
Assets: | ||
Cash and cash equivalents | 0 | |
Fair Value, Measurements, Recurring | ||
Assets: | ||
Investment securities available for sale | 131,569,000 | |
Fair Value, Measurements, Recurring | U.S. Government securities | ||
Assets: | ||
Investment securities available for sale | 28,514,000 | |
Fair Value, Measurements, Recurring | Corporate securities | ||
Assets: | ||
Investment securities available for sale | 41,733,000 | |
Fair Value, Measurements, Recurring | U.S. mortgage-backed securities | ||
Assets: | ||
Investment securities available for sale | 4,369,000 | |
Fair Value, Measurements, Recurring | Commercial mortgage-backed securities | ||
Assets: | ||
Investment securities available for sale | 401,000 | |
Fair Value, Measurements, Recurring | Commercial paper | ||
Assets: | ||
Investment securities available for sale | 13,180,000 | 5,870,000 |
Fair Value, Measurements, Recurring | Index-linked U.S. bonds | ||
Assets: | ||
Investment securities available for sale | 2,330,000 | |
Fair Value, Measurements, Recurring | Foreign fixed-income securities | ||
Assets: | ||
Investment securities available for sale | 1,150,000 | |
Fair Value, Measurements, Recurring | Total debt securities available for sale | ||
Assets: | ||
Investment securities available for sale | 84,367,000 | |
Fair Value, Measurements, Recurring | Money market funds | ||
Assets: | ||
Cash and cash equivalents | 448,560,000 | |
Fair Value, Measurements, Recurring | Commercial paper | ||
Assets: | ||
Cash and cash equivalents | 46,062,000 | |
Fair Value, Measurements, Recurring | Commercial paper | Current Restricted Assets | ||
Assets: | ||
Cash and cash equivalents | 3,719,000 | 2,570,000 |
Fair Value, Measurements, Recurring | Commercial paper | Restricted Assets | ||
Assets: | ||
Cash and cash equivalents | $ 3,910,000 | 3,910,000 |
Fair Value, Measurements, Recurring | Certificates of deposit | ||
Assets: | ||
Cash and cash equivalents | 2,251,000 | |
Fair Value, Measurements, Recurring | Money market funds securing legal bonds | ||
Assets: | ||
Cash and cash equivalents | 535,000 | |
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets: | ||
Investment securities available for sale | 47,202,000 | |
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | U.S. Government securities | ||
Assets: | ||
Investment securities available for sale | 0 | |
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | Corporate securities | ||
Assets: | ||
Investment securities available for sale | 0 | |
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | U.S. mortgage-backed securities | ||
Assets: | ||
Investment securities available for sale | 0 | |
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | Commercial mortgage-backed securities | ||
Assets: | ||
Investment securities available for sale | 0 | |
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | Index-linked U.S. bonds | ||
Assets: | ||
Investment securities available for sale | 0 | |
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | Foreign fixed-income securities | ||
Assets: | ||
Investment securities available for sale | 0 | |
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | Total debt securities available for sale | ||
Assets: | ||
Investment securities available for sale | 0 | |
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | Money market funds | ||
Assets: | ||
Cash and cash equivalents | 448,560,000 | |
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | Commercial paper | ||
Assets: | ||
Cash and cash equivalents | 0 | |
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | Certificates of deposit | ||
Assets: | ||
Cash and cash equivalents | 0 | |
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | Money market funds securing legal bonds | ||
Assets: | ||
Cash and cash equivalents | 535,000 | |
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | ||
Assets: | ||
Investment securities available for sale | 84,367,000 | |
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | U.S. Government securities | ||
Assets: | ||
Investment securities available for sale | 28,514,000 | |
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | Corporate securities | ||
Assets: | ||
Investment securities available for sale | 41,733,000 | |
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | U.S. mortgage-backed securities | ||
Assets: | ||
Investment securities available for sale | 4,369,000 | |
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | Commercial mortgage-backed securities | ||
Assets: | ||
Investment securities available for sale | 401,000 | |
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | Index-linked U.S. bonds | ||
Assets: | ||
Investment securities available for sale | 2,330,000 | |
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | Foreign fixed-income securities | ||
Assets: | ||
Investment securities available for sale | 1,150,000 | |
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | Total debt securities available for sale | ||
Assets: | ||
Investment securities available for sale | 84,367,000 | |
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | Money market funds | ||
Assets: | ||
Cash and cash equivalents | 0 | |
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | Commercial paper | ||
Assets: | ||
Cash and cash equivalents | 46,062,000 | |
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | Certificates of deposit | ||
Assets: | ||
Cash and cash equivalents | 2,251,000 | |
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | Money market funds securing legal bonds | ||
Assets: | ||
Cash and cash equivalents | 0 | |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | ||
Assets: | ||
Investment securities available for sale | 0 | |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | U.S. Government securities | ||
Assets: | ||
Investment securities available for sale | 0 | |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | Corporate securities | ||
Assets: | ||
Investment securities available for sale | 0 | |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | U.S. mortgage-backed securities | ||
Assets: | ||
Investment securities available for sale | 0 | |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | Commercial mortgage-backed securities | ||
Assets: | ||
Investment securities available for sale | 0 | |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | Index-linked U.S. bonds | ||
Assets: | ||
Investment securities available for sale | 0 | |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | Foreign fixed-income securities | ||
Assets: | ||
Investment securities available for sale | 0 | |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | Total debt securities available for sale | ||
Assets: | ||
Investment securities available for sale | 0 | |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | Money market funds | ||
Assets: | ||
Cash and cash equivalents | 0 | |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | Commercial paper | ||
Assets: | ||
Cash and cash equivalents | 0 | |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | Certificates of deposit | ||
Assets: | ||
Cash and cash equivalents | 0 | |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | Money market funds securing legal bonds | ||
Assets: | ||
Cash and cash equivalents | $ 0 | |
Douglas Elliman [Member] | ||
Liabilities: | ||
Percent of voting interest acquired | 29.41% |
Investments and Fair Value Me_4
Investments and Fair Value Measurements (Quantitative Information about Level 3 Fair Value Measurements) (Details) $ in Thousands | Mar. 31, 2019USD ($)$ / shares | Dec. 31, 2018USD ($)$ / shares |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value of derivatives embedded within convertible debt | $ 21,075 | $ 24,789 |
Fair value of contingent liability | 6,258 | 6,304 |
Significant Unobservable Inputs (Level 3) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value of contingent liability | 6,258 | 6,304 |
Estimated fair value of the Douglas Elliman reporting unit | 320,000 | 320,000 |
Discounted cash flow | Significant Unobservable Inputs (Level 3) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value of derivatives embedded within convertible debt | $ 21,075 | $ 31,424 |
Discounted cash flow | Significant Unobservable Inputs (Level 3) | Assumed annual stock dividend | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value of derivatives embedded within convertible debt, measurement input | 0.05 | 0.05 |
Discounted cash flow | Significant Unobservable Inputs (Level 3) | Assumed annual cash dividend | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value of derivatives embedded within convertible debt, measurement input | $ / shares | 1.60 | 1.60 |
Discounted cash flow | Significant Unobservable Inputs (Level 3) | Stock price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value of derivatives embedded within convertible debt, measurement input | $ / shares | 10.79 | 9.73 |
Discounted cash flow | Significant Unobservable Inputs (Level 3) | Convertible trading price (as a percentage of par value) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value of derivatives embedded within convertible debt, measurement input | 1.0138 | 1.0031 |
Discounted cash flow | Significant Unobservable Inputs (Level 3) | Volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value of derivatives embedded within convertible debt, measurement input | 0.2548 | 0.2039 |
Discounted cash flow | Significant Unobservable Inputs (Level 3) | Implied credit spread | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value of derivatives embedded within convertible debt, measurement input | 0.080 | 0.085 |
Discounted cash flow | Significant Unobservable Inputs (Level 3) | Implied credit spread | Minimum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value of derivatives embedded within convertible debt, measurement input | 0.075 | 0.080 |
Discounted cash flow | Significant Unobservable Inputs (Level 3) | Implied credit spread | Maximum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value of derivatives embedded within convertible debt, measurement input | 0.085 | 0.090 |
Monte Carlo Simulation Model [Member] | Significant Unobservable Inputs (Level 3) | Risk-free rate for a 4-year term | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value of contingent liability, measurement input | 0.0219 | 0.0245 |
Monte Carlo Simulation Model [Member] | Significant Unobservable Inputs (Level 3) | Leverage-adjusted equity volatility of peer firms | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value of contingent liability, measurement input | 0.3042 | 0.3022 |
Segment Information (Details)
Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | ||
Segment Reporting Information [Line Items] | |||
Total revenues | $ 420,924 | $ 428,966 | |
Operating income (loss) | 42,590 | 48,084 | |
Equity in losses from real estate ventures | (2,439) | (6,560) | |
Depreciation and amortization | 4,708 | 4,587 | |
Capital expenditures | 3,825 | 3,987 | |
Litigation judgment expense | 0 | (2,469) | |
Corporate and Other | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 0 | 0 | |
Operating income (loss) | (7,145) | (6,567) | |
Equity in losses from real estate ventures | 0 | 0 | |
Depreciation and amortization | 250 | 261 | |
Capital expenditures | 0 | 5 | |
Tobacco | |||
Segment Reporting Information [Line Items] | |||
Total revenues | [1] | 256,756 | 267,116 |
Litigation settlement income | 3,490 | ||
Tobacco | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 267,116 | ||
Operating income (loss) | 60,144 | 63,411 | |
Equity in losses from real estate ventures | 0 | 0 | |
Depreciation and amortization | 1,957 | 2,037 | |
Capital expenditures | 1,638 | 911 | |
Real estate | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 164,168 | 161,850 | |
Litigation judgment expense | 2,469 | ||
Real estate | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 164,168 | 161,850 | |
Operating income (loss) | (10,409) | (8,760) | |
Equity in losses from real estate ventures | (2,439) | (6,560) | |
Depreciation and amortization | 2,501 | 2,289 | |
Capital expenditures | $ 2,187 | $ 3,071 | |
[1] | Revenues and cost of sales include federal excise taxes of $104,633 and $112,801 |
Condensed Consolidating Finan_3
Condensed Consolidating Financial Information (Balance Sheets) (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||||
Cash and cash equivalents | $ 312,638 | $ 584,581 | ||
Investment securities at fair value | 134,652 | 131,569 | ||
Accounts receivable - trade, net | 36,440 | 34,246 | ||
Intercompany receivables | 0 | 0 | ||
Inventories | 101,977 | 90,997 | ||
Income taxes receivable, net | 0 | 0 | ||
Restricted assets | 5,412 | 4,477 | ||
Other current assets | 36,242 | 26,351 | ||
Total current assets | 627,361 | 872,221 | ||
Property, plant and equipment, net | 85,641 | 86,736 | ||
Investments in real estate, net | 26,777 | 26,220 | ||
Long-term investments (of which $54,202 and $54,628 were carried at fair value) | 66,768 | 66,259 | ||
Investments in real estate ventures | 138,393 | 141,105 | ||
Operating lease right of use assets | 124,723 | |||
Investments in consolidated subsidiaries | 0 | 0 | ||
Restricted assets | 6,316 | 6,306 | ||
Goodwill and other intangible assets, net | 266,065 | 266,611 | ||
Prepaid pension costs | 24,179 | 23,869 | ||
Other assets | 62,933 | 60,177 | ||
Total assets | 1,429,156 | 1,549,504 | ||
Current liabilities: | ||||
Current portion of notes payable and long-term debt | 41,080 | 256,134 | ||
Current portion of fair value of derivatives embedded within convertible debt | 0 | 6,635 | ||
Current portion of employee benefits | 875 | 875 | ||
Intercompany payables | 0 | 0 | ||
Income taxes payable, net | 9,701 | 5,252 | ||
Litigation accruals and current payments due under the Master Settlement Agreement | 77,213 | 36,871 | ||
Current operating lease liability | 20,414 | |||
Other current liabilities | 153,334 | 179,153 | ||
Total current liabilities | 302,617 | 484,920 | ||
Notes payable, long-term debt and other obligations, less current portion | 1,387,945 | 1,386,697 | ||
Fair value of derivatives embedded within convertible debt | 21,075 | 24,789 | ||
Non-current employee benefits | 61,684 | 61,288 | ||
Deferred income taxes, net | 39,823 | 37,411 | ||
Non-current operating lease liability | 128,999 | |||
Other liabilities, primarily litigation accruals and payments due under the Master Settlement Agreement | 77,114 | 101,765 | ||
Total liabilities | 2,019,257 | 2,096,870 | ||
Commitments and contingencies | ||||
Total Vector Group Ltd. stockholders' deficiency | (590,589) | (548,059) | ||
Non-controlling interest | 488 | 693 | ||
Total stockholders' deficiency | (590,101) | (547,366) | $ (394,219) | $ (331,760) |
Total liabilities and stockholders' deficiency | 1,429,156 | 1,549,504 | ||
Consolidating Adjustments | ||||
Current assets: | ||||
Cash and cash equivalents | 0 | 0 | ||
Investment securities at fair value | 0 | 0 | ||
Accounts receivable - trade, net | 0 | 0 | ||
Intercompany receivables | (39,561) | (38,391) | ||
Inventories | 0 | 0 | ||
Income taxes receivable, net | (5,036) | (1,268) | ||
Restricted assets | 0 | 0 | ||
Other current assets | 0 | 0 | ||
Total current assets | (44,597) | (39,659) | ||
Property, plant and equipment, net | 0 | 0 | ||
Investments in real estate, net | 0 | 0 | ||
Long-term investments (of which $54,202 and $54,628 were carried at fair value) | 0 | 0 | ||
Investments in real estate ventures | 0 | 0 | ||
Operating lease right of use assets | 0 | |||
Investments in consolidated subsidiaries | (643,155) | (683,401) | ||
Restricted assets | 0 | 0 | ||
Goodwill and other intangible assets, net | 0 | 0 | ||
Prepaid pension costs | 0 | 0 | ||
Other assets | 0 | 0 | ||
Total assets | (687,752) | (723,060) | ||
Current liabilities: | ||||
Current portion of notes payable and long-term debt | (2,500) | 0 | ||
Current portion of fair value of derivatives embedded within convertible debt | 0 | |||
Current portion of employee benefits | 0 | 0 | ||
Intercompany payables | (39,561) | (38,391) | ||
Income taxes payable, net | (5,036) | (1,268) | ||
Litigation accruals and current payments due under the Master Settlement Agreement | 0 | 0 | ||
Current operating lease liability | 0 | |||
Other current liabilities | (224) | 0 | ||
Total current liabilities | (47,321) | (39,659) | ||
Notes payable, long-term debt and other obligations, less current portion | (27,500) | 0 | ||
Fair value of derivatives embedded within convertible debt | 0 | 0 | ||
Non-current employee benefits | 0 | 0 | ||
Deferred income taxes, net | 0 | 0 | ||
Non-current operating lease liability | 0 | |||
Other liabilities, primarily litigation accruals and payments due under the Master Settlement Agreement | 0 | 0 | ||
Total liabilities | (74,821) | (39,659) | ||
Commitments and contingencies | ||||
Total Vector Group Ltd. stockholders' deficiency | (612,931) | (683,401) | ||
Non-controlling interest | 0 | 0 | ||
Total stockholders' deficiency | (612,931) | (683,401) | ||
Total liabilities and stockholders' deficiency | (687,752) | (723,060) | ||
Parent/Issuer | Reportable Legal Entities | ||||
Current assets: | ||||
Cash and cash equivalents | 203,828 | 474,880 | ||
Investment securities at fair value | 134,652 | 131,569 | ||
Accounts receivable - trade, net | 0 | 0 | ||
Intercompany receivables | 39,561 | 38,391 | ||
Inventories | 0 | 0 | ||
Income taxes receivable, net | 0 | 0 | ||
Restricted assets | 0 | 0 | ||
Other current assets | 4,923 | 1,500 | ||
Total current assets | 382,964 | 646,340 | ||
Property, plant and equipment, net | 453 | 506 | ||
Investments in real estate, net | 0 | 0 | ||
Long-term investments (of which $54,202 and $54,628 were carried at fair value) | 66,768 | 66,259 | ||
Investments in real estate ventures | 0 | 0 | ||
Operating lease right of use assets | 7,882 | |||
Investments in consolidated subsidiaries | 412,964 | 431,288 | ||
Restricted assets | 1,502 | 1,495 | ||
Goodwill and other intangible assets, net | 0 | 0 | ||
Prepaid pension costs | 0 | 0 | ||
Other assets | 13,083 | 13,121 | ||
Total assets | 885,616 | 1,159,009 | ||
Current liabilities: | ||||
Current portion of notes payable and long-term debt | 0 | 226,343 | ||
Current portion of fair value of derivatives embedded within convertible debt | 6,635 | |||
Current portion of employee benefits | 0 | 0 | ||
Intercompany payables | 0 | 0 | ||
Income taxes payable, net | 11,524 | 5,257 | ||
Litigation accruals and current payments due under the Master Settlement Agreement | 0 | 0 | ||
Current operating lease liability | 991 | |||
Other current liabilities | 39,649 | 55,915 | ||
Total current liabilities | 52,164 | 294,150 | ||
Notes payable, long-term debt and other obligations, less current portion | 1,360,242 | 1,354,219 | ||
Fair value of derivatives embedded within convertible debt | 21,075 | 24,789 | ||
Non-current employee benefits | 46,118 | 45,615 | ||
Deferred income taxes, net | (11,596) | (13,084) | ||
Non-current operating lease liability | 7,808 | |||
Other liabilities, primarily litigation accruals and payments due under the Master Settlement Agreement | 394 | 1,379 | ||
Total liabilities | 1,476,205 | 1,707,068 | ||
Commitments and contingencies | ||||
Total Vector Group Ltd. stockholders' deficiency | (590,589) | (548,059) | ||
Non-controlling interest | 0 | 0 | ||
Total stockholders' deficiency | (590,589) | (548,059) | ||
Total liabilities and stockholders' deficiency | 885,616 | 1,159,009 | ||
Subsidiary Guarantors | Reportable Legal Entities | ||||
Current assets: | ||||
Cash and cash equivalents | 47,903 | 23,308 | ||
Investment securities at fair value | 0 | 0 | ||
Accounts receivable - trade, net | 15,034 | 15,440 | ||
Intercompany receivables | 0 | 0 | ||
Inventories | 101,977 | 90,997 | ||
Income taxes receivable, net | 0 | 0 | ||
Restricted assets | 1,124 | 1,124 | ||
Other current assets | 7,400 | 6,475 | ||
Total current assets | 173,438 | 137,344 | ||
Property, plant and equipment, net | 37,695 | 38,562 | ||
Investments in real estate, net | 0 | 0 | ||
Long-term investments (of which $54,202 and $54,628 were carried at fair value) | 0 | 0 | ||
Investments in real estate ventures | 0 | 0 | ||
Operating lease right of use assets | 5,684 | |||
Investments in consolidated subsidiaries | 230,191 | 252,113 | ||
Restricted assets | 904 | 901 | ||
Goodwill and other intangible assets, net | 107,511 | 107,511 | ||
Prepaid pension costs | 24,179 | 23,869 | ||
Other assets | 13,624 | 13,384 | ||
Total assets | 593,226 | 573,684 | ||
Current liabilities: | ||||
Current portion of notes payable and long-term debt | 40,798 | 29,480 | ||
Current portion of fair value of derivatives embedded within convertible debt | 0 | |||
Current portion of employee benefits | 875 | 875 | ||
Intercompany payables | 84 | 479 | ||
Income taxes payable, net | 3,213 | 1,263 | ||
Litigation accruals and current payments due under the Master Settlement Agreement | 77,213 | 36,871 | ||
Current operating lease liability | 1,817 | |||
Other current liabilities | 58,995 | 72,094 | ||
Total current liabilities | 182,995 | 141,062 | ||
Notes payable, long-term debt and other obligations, less current portion | 27,639 | 2,349 | ||
Fair value of derivatives embedded within convertible debt | 0 | 0 | ||
Non-current employee benefits | 15,566 | 15,673 | ||
Deferred income taxes, net | 18,307 | 17,732 | ||
Non-current operating lease liability | 4,346 | |||
Other liabilities, primarily litigation accruals and payments due under the Master Settlement Agreement | 35,413 | 38,179 | ||
Total liabilities | 284,266 | 214,995 | ||
Commitments and contingencies | ||||
Total Vector Group Ltd. stockholders' deficiency | 308,960 | 358,689 | ||
Non-controlling interest | 0 | 0 | ||
Total stockholders' deficiency | 308,960 | 358,689 | ||
Total liabilities and stockholders' deficiency | 593,226 | 573,684 | ||
Subsidiary Non-Guarantors | Reportable Legal Entities | ||||
Current assets: | ||||
Cash and cash equivalents | 60,907 | 86,393 | ||
Investment securities at fair value | 0 | 0 | ||
Accounts receivable - trade, net | 21,406 | 18,806 | ||
Intercompany receivables | 0 | 0 | ||
Inventories | 0 | 0 | ||
Income taxes receivable, net | 5,036 | 1,268 | ||
Restricted assets | 4,288 | 3,353 | ||
Other current assets | 23,919 | 18,376 | ||
Total current assets | 115,556 | 128,196 | ||
Property, plant and equipment, net | 47,493 | 47,668 | ||
Investments in real estate, net | 26,777 | 26,220 | ||
Long-term investments (of which $54,202 and $54,628 were carried at fair value) | 0 | 0 | ||
Investments in real estate ventures | 138,393 | 141,105 | ||
Operating lease right of use assets | 111,157 | |||
Investments in consolidated subsidiaries | 0 | 0 | ||
Restricted assets | 3,910 | 3,910 | ||
Goodwill and other intangible assets, net | 158,554 | 159,100 | ||
Prepaid pension costs | 0 | 0 | ||
Other assets | 36,226 | 33,672 | ||
Total assets | 638,066 | 539,871 | ||
Current liabilities: | ||||
Current portion of notes payable and long-term debt | 2,782 | 311 | ||
Current portion of fair value of derivatives embedded within convertible debt | 0 | |||
Current portion of employee benefits | 0 | 0 | ||
Intercompany payables | 39,477 | 37,912 | ||
Income taxes payable, net | 0 | 0 | ||
Litigation accruals and current payments due under the Master Settlement Agreement | 0 | 0 | ||
Current operating lease liability | 17,606 | |||
Other current liabilities | 54,914 | 51,144 | ||
Total current liabilities | 114,779 | 89,367 | ||
Notes payable, long-term debt and other obligations, less current portion | 27,564 | 30,129 | ||
Fair value of derivatives embedded within convertible debt | 0 | 0 | ||
Non-current employee benefits | 0 | 0 | ||
Deferred income taxes, net | 33,112 | 32,763 | ||
Non-current operating lease liability | 116,845 | |||
Other liabilities, primarily litigation accruals and payments due under the Master Settlement Agreement | 41,307 | 62,207 | ||
Total liabilities | 333,607 | 214,466 | ||
Commitments and contingencies | ||||
Total Vector Group Ltd. stockholders' deficiency | 303,971 | 324,712 | ||
Non-controlling interest | 488 | 693 | ||
Total stockholders' deficiency | 304,459 | 325,405 | ||
Total liabilities and stockholders' deficiency | $ 638,066 | $ 539,871 |
Condensed Consolidating Finan_4
Condensed Consolidating Financial Information (Statements of Operations) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Condensed Financial Statements, Captions [Line Items] | ||
Revenues | $ 420,924 | $ 428,966 |
Expenses: | ||
Cost of sales | 286,020 | 294,275 |
Operating, selling, administrative and general expenses | 92,314 | 89,076 |
Litigation settlement and judgment expense (income) | 0 | (2,469) |
Management fee expense | 0 | 0 |
Operating income | 42,590 | 48,084 |
Other income (expenses): | ||
Interest expense | (37,520) | (45,947) |
Change in fair value of derivatives embedded within convertible debt | 10,349 | 10,567 |
Equity in losses from real estate ventures | (2,439) | (6,560) |
Equity in earnings from investments | 1,362 | 1,162 |
Equity in earnings in consolidated subsidiaries | 0 | 0 |
Net gain recognized on equity securities | 4,773 | (3,340) |
Management fee income | 0 | 0 |
Other, net | 2,667 | 1,646 |
Income before provision for income taxes | 21,782 | 5,612 |
Income tax benefit (expense) | (6,749) | (1,948) |
Net income | 15,033 | 3,664 |
Net (income) loss attributed to non-controlling interest | (80) | 3,547 |
Net income attributed to Vector Group Ltd. | 14,953 | 7,211 |
Comprehensive (income) loss attributed to non-controlling interest | (80) | 3,547 |
Comprehensive income attributed to Vector Group Ltd. | 15,534 | 7,461 |
Consolidating Adjustments | ||
Condensed Financial Statements, Captions [Line Items] | ||
Revenues | (119) | (119) |
Expenses: | ||
Cost of sales | 0 | 0 |
Operating, selling, administrative and general expenses | (119) | (119) |
Litigation settlement and judgment expense (income) | 0 | |
Management fee expense | (2,993) | (2,877) |
Operating income | 2,993 | 2,877 |
Other income (expenses): | ||
Interest expense | 224 | 0 |
Change in fair value of derivatives embedded within convertible debt | 0 | 0 |
Equity in losses from real estate ventures | 0 | 0 |
Equity in earnings from investments | 0 | 0 |
Equity in earnings in consolidated subsidiaries | (24,851) | (28,705) |
Net gain recognized on equity securities | 0 | 0 |
Management fee income | (2,993) | (2,877) |
Other, net | 0 | 0 |
Income before provision for income taxes | (24,627) | (28,705) |
Income tax benefit (expense) | 0 | 0 |
Net income | (24,627) | (28,705) |
Net (income) loss attributed to non-controlling interest | 0 | 0 |
Net income attributed to Vector Group Ltd. | (24,627) | (28,705) |
Comprehensive (income) loss attributed to non-controlling interest | 0 | 0 |
Comprehensive income attributed to Vector Group Ltd. | (24,862) | (28,843) |
Parent/Issuer | Reportable Legal Entities | ||
Condensed Financial Statements, Captions [Line Items] | ||
Revenues | 0 | 0 |
Expenses: | ||
Cost of sales | 0 | 0 |
Operating, selling, administrative and general expenses | 9,831 | 9,096 |
Litigation settlement and judgment expense (income) | 0 | |
Management fee expense | 0 | 0 |
Operating income | (9,831) | (9,096) |
Other income (expenses): | ||
Interest expense | (36,548) | (45,231) |
Change in fair value of derivatives embedded within convertible debt | 10,349 | 10,567 |
Equity in losses from real estate ventures | 0 | 0 |
Equity in earnings from investments | 1,362 | 1,162 |
Equity in earnings in consolidated subsidiaries | 35,265 | 34,421 |
Net gain recognized on equity securities | 4,773 | 1,066 |
Management fee income | 2,993 | 2,877 |
Other, net | 1,810 | 527 |
Income before provision for income taxes | 10,173 | (3,707) |
Income tax benefit (expense) | 4,780 | 10,918 |
Net income | 14,953 | 7,211 |
Net (income) loss attributed to non-controlling interest | 0 | 0 |
Net income attributed to Vector Group Ltd. | 14,953 | 7,211 |
Comprehensive (income) loss attributed to non-controlling interest | 0 | 0 |
Comprehensive income attributed to Vector Group Ltd. | 15,534 | 7,461 |
Subsidiary Guarantors | Reportable Legal Entities | ||
Condensed Financial Statements, Captions [Line Items] | ||
Revenues | 256,875 | 267,235 |
Expenses: | ||
Cost of sales | 177,303 | 184,962 |
Operating, selling, administrative and general expenses | 16,691 | 16,275 |
Litigation settlement and judgment expense (income) | 0 | |
Management fee expense | 2,993 | 2,877 |
Operating income | 59,888 | 63,121 |
Other income (expenses): | ||
Interest expense | (967) | (667) |
Change in fair value of derivatives embedded within convertible debt | 0 | 0 |
Equity in losses from real estate ventures | 0 | 0 |
Equity in earnings from investments | 0 | 0 |
Equity in earnings in consolidated subsidiaries | (10,414) | (5,716) |
Net gain recognized on equity securities | 0 | (4,406) |
Management fee income | 0 | 0 |
Other, net | 153 | 777 |
Income before provision for income taxes | 48,660 | 53,109 |
Income tax benefit (expense) | (14,948) | (15,860) |
Net income | 33,712 | 37,249 |
Net (income) loss attributed to non-controlling interest | 0 | 0 |
Net income attributed to Vector Group Ltd. | 33,712 | 37,249 |
Comprehensive (income) loss attributed to non-controlling interest | 0 | 0 |
Comprehensive income attributed to Vector Group Ltd. | 33,947 | 37,387 |
Subsidiary Non-Guarantors | Reportable Legal Entities | ||
Condensed Financial Statements, Captions [Line Items] | ||
Revenues | 164,168 | 161,850 |
Expenses: | ||
Cost of sales | 108,717 | 109,313 |
Operating, selling, administrative and general expenses | 65,911 | 63,824 |
Litigation settlement and judgment expense (income) | (2,469) | |
Management fee expense | 0 | 0 |
Operating income | (10,460) | (8,818) |
Other income (expenses): | ||
Interest expense | (229) | (49) |
Change in fair value of derivatives embedded within convertible debt | 0 | 0 |
Equity in losses from real estate ventures | (2,439) | (6,560) |
Equity in earnings from investments | 0 | 0 |
Equity in earnings in consolidated subsidiaries | 0 | 0 |
Net gain recognized on equity securities | 0 | 0 |
Management fee income | 0 | 0 |
Other, net | 704 | 342 |
Income before provision for income taxes | (12,424) | (15,085) |
Income tax benefit (expense) | 3,419 | 2,994 |
Net income | (9,005) | (12,091) |
Net (income) loss attributed to non-controlling interest | (80) | 3,547 |
Net income attributed to Vector Group Ltd. | (9,085) | (8,544) |
Comprehensive (income) loss attributed to non-controlling interest | (80) | 3,547 |
Comprehensive income attributed to Vector Group Ltd. | $ (9,085) | $ (8,544) |
Condensed Consolidating Finan_5
Condensed Consolidating Financial Information (Statements of Cash Flows) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Condensed Financial Statements, Captions [Line Items] | ||
Net cash provided by operating activities | $ 19,726 | $ 40,714 |
Cash flows from investing activities: | ||
Sale of investment securities | 7,759 | 2,357 |
Maturities of investment securities | 11,308 | 8,112 |
Purchase of investment securities | (20,623) | (4,364) |
Investments in real estate ventures | (871) | (533) |
Purchase of subsidiaries | (668) | 0 |
Distributions from investments in real estate ventures | 1,134 | 219 |
Increase in cash surrender value of life insurance policies | (238) | (36) |
Increase in restricted assets | (7) | (4) |
Investments in subsidiaries | 0 | 0 |
Capital expenditures | (3,825) | (3,987) |
Repayments of notes receivable | 0 | 32 |
Pay downs of investment securities | 258 | 446 |
Investments in real estate, net | (641) | (355) |
Net cash (used in) provided by investing activities | (6,414) | 1,887 |
Cash flows from financing activities: | ||
Repayments of debt | (230,466) | (490) |
Borrowings under revolver | 94,400 | 55,170 |
Repayments on revolver | (87,420) | (61,728) |
Capital contributions received | 0 | 0 |
Intercompany dividends paid | 0 | 0 |
Dividends and distributions on common stock | (60,459) | (57,187) |
Distributions to non-controlling interest | (285) | 0 |
Net cash used in financing activities | (284,230) | (64,235) |
Net decrease in cash, cash equivalents and restricted cash | (270,918) | (21,634) |
Cash, cash equivalents and restricted cash, beginning of period | 591,729 | 310,937 |
Cash, cash equivalents and restricted cash, end of period | 320,811 | 289,303 |
Consolidating Adjustments | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net cash provided by operating activities | (64,089) | (43,154) |
Cash flows from investing activities: | ||
Sale of investment securities | 0 | 0 |
Maturities of investment securities | 0 | 0 |
Purchase of investment securities | 0 | 0 |
Investments in real estate ventures | 0 | 0 |
Purchase of subsidiaries | 0 | |
Distributions from investments in real estate ventures | 0 | 0 |
Increase in cash surrender value of life insurance policies | 0 | 0 |
Increase in restricted assets | 0 | 0 |
Investments in subsidiaries | 1,794 | 605 |
Capital expenditures | 0 | 0 |
Repayments of notes receivable | (20,000) | |
Pay downs of investment securities | 0 | 0 |
Investments in real estate, net | 0 | 0 |
Net cash (used in) provided by investing activities | 1,794 | (19,395) |
Cash flows from financing activities: | ||
Repayments of debt | 0 | 20,000 |
Borrowings under revolver | 0 | 0 |
Repayments on revolver | 0 | 0 |
Capital contributions received | (1,794) | (605) |
Intercompany dividends paid | 64,089 | 43,154 |
Dividends and distributions on common stock | 0 | 0 |
Distributions to non-controlling interest | 0 | |
Net cash used in financing activities | 62,295 | 62,549 |
Net decrease in cash, cash equivalents and restricted cash | 0 | 0 |
Cash, cash equivalents and restricted cash, beginning of period | 0 | 0 |
Cash, cash equivalents and restricted cash, end of period | 0 | 0 |
Parent/Issuer | Reportable Legal Entities | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net cash provided by operating activities | 22,468 | 18,670 |
Cash flows from investing activities: | ||
Sale of investment securities | 7,759 | 2,357 |
Maturities of investment securities | 11,308 | 8,112 |
Purchase of investment securities | (20,623) | (4,364) |
Investments in real estate ventures | 0 | 0 |
Purchase of subsidiaries | 0 | |
Distributions from investments in real estate ventures | 0 | 0 |
Increase in cash surrender value of life insurance policies | 38 | 11 |
Increase in restricted assets | (7) | (4) |
Investments in subsidiaries | (1,794) | (605) |
Capital expenditures | 0 | (5) |
Repayments of notes receivable | 20,000 | |
Pay downs of investment securities | 258 | 446 |
Investments in real estate, net | 0 | 0 |
Net cash (used in) provided by investing activities | (3,061) | 25,948 |
Cash flows from financing activities: | ||
Repayments of debt | (230,000) | 0 |
Borrowings under revolver | 0 | 0 |
Repayments on revolver | 0 | 0 |
Capital contributions received | 0 | 0 |
Intercompany dividends paid | 0 | 0 |
Dividends and distributions on common stock | (60,459) | (57,187) |
Distributions to non-controlling interest | 0 | |
Net cash used in financing activities | (290,459) | (57,187) |
Net decrease in cash, cash equivalents and restricted cash | (271,052) | (12,569) |
Cash, cash equivalents and restricted cash, beginning of period | 474,880 | 194,719 |
Cash, cash equivalents and restricted cash, end of period | 203,828 | 182,150 |
Subsidiary Guarantors | Reportable Legal Entities | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net cash provided by operating activities | 72,093 | 74,867 |
Cash flows from investing activities: | ||
Sale of investment securities | 0 | 0 |
Maturities of investment securities | 0 | 0 |
Purchase of investment securities | 0 | 0 |
Investments in real estate ventures | 0 | 0 |
Purchase of subsidiaries | 0 | |
Distributions from investments in real estate ventures | 0 | 0 |
Increase in cash surrender value of life insurance policies | (276) | (47) |
Increase in restricted assets | 0 | 0 |
Investments in subsidiaries | 0 | 0 |
Capital expenditures | (1,638) | (911) |
Repayments of notes receivable | 0 | |
Pay downs of investment securities | 0 | 0 |
Investments in real estate, net | 0 | 0 |
Net cash (used in) provided by investing activities | (1,914) | (958) |
Cash flows from financing activities: | ||
Repayments of debt | (372) | (20,422) |
Borrowings under revolver | 94,400 | 55,170 |
Repayments on revolver | (87,420) | (61,728) |
Capital contributions received | 400 | 350 |
Intercompany dividends paid | (52,589) | (40,119) |
Dividends and distributions on common stock | 0 | 0 |
Distributions to non-controlling interest | 0 | |
Net cash used in financing activities | (45,581) | (66,749) |
Net decrease in cash, cash equivalents and restricted cash | 24,598 | 7,160 |
Cash, cash equivalents and restricted cash, beginning of period | 23,849 | 20,175 |
Cash, cash equivalents and restricted cash, end of period | 48,447 | 27,335 |
Subsidiary Non-Guarantors | Reportable Legal Entities | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net cash provided by operating activities | (10,746) | (9,669) |
Cash flows from investing activities: | ||
Sale of investment securities | 0 | 0 |
Maturities of investment securities | 0 | 0 |
Purchase of investment securities | 0 | 0 |
Investments in real estate ventures | (871) | (533) |
Purchase of subsidiaries | (668) | |
Distributions from investments in real estate ventures | 1,134 | 219 |
Increase in cash surrender value of life insurance policies | 0 | 0 |
Increase in restricted assets | 0 | 0 |
Investments in subsidiaries | 0 | 0 |
Capital expenditures | (2,187) | (3,071) |
Repayments of notes receivable | 32 | |
Pay downs of investment securities | 0 | 0 |
Investments in real estate, net | (641) | (355) |
Net cash (used in) provided by investing activities | (3,233) | (3,708) |
Cash flows from financing activities: | ||
Repayments of debt | (94) | (68) |
Borrowings under revolver | 0 | 0 |
Repayments on revolver | 0 | 0 |
Capital contributions received | 1,394 | 255 |
Intercompany dividends paid | (11,500) | (3,035) |
Dividends and distributions on common stock | 0 | 0 |
Distributions to non-controlling interest | (285) | |
Net cash used in financing activities | (10,485) | (2,848) |
Net decrease in cash, cash equivalents and restricted cash | (24,464) | (16,225) |
Cash, cash equivalents and restricted cash, beginning of period | 93,000 | 96,043 |
Cash, cash equivalents and restricted cash, end of period | $ 68,536 | $ 79,818 |