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 September 30, 2019 and 2018 , the related Condensed Consolidating Statements of Operations for the three and nine months ended September 30, 2019 and 2018 , and the related Condensed Consolidating Statements of Cash Flows for the three and nine months ended September 30, 2019 and 2018 of Vector Group Ltd. (Parent/Issuer), the guarantor subsidiaries (Subsidiary Guarantors) and the subsidiaries that are not guarantors (Subsidiary Non-Guarantors). CONDENSED CONSOLIDATING BALANCE SHEETS September 30, 2019 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. ASSETS: Current assets: Cash and cash equivalents $ 131,517 $ 108,713 $ 79,068 $ — $ 319,298 Investment securities at fair value 140,690 — — — 140,690 Accounts receivable - trade, net — 17,916 24,737 — 42,653 Intercompany receivables 43,701 — — (43,701 ) — Inventories — 99,179 — — 99,179 Income taxes receivable, net — — 128 (128 ) — Other current assets 650 7,069 24,829 — 32,548 Total current assets 316,558 232,877 128,762 (43,829 ) 634,368 Property, plant and equipment, net 343 35,217 48,372 — 83,932 Investments in real estate, net — — 28,009 — 28,009 Long-term investments (of which $52,384 were carried at fair value) 66,915 — — — 66,915 Investments in real estate ventures — — 159,569 — 159,569 Operating lease right of use assets 7,358 4,933 136,096 — 148,387 Investments in consolidated subsidiaries 450,973 247,222 — (698,195 ) — Goodwill and other intangible assets, net — 107,511 158,523 — 266,034 Other assets 14,948 39,453 45,566 (497 ) 99,470 Total assets $ 857,095 $ 667,213 $ 704,897 $ (742,521 ) $ 1,486,684 LIABILITIES AND STOCKHOLDERS' DEFICIENCY: Current liabilities: Current portion of notes payable and long-term debt $ 217,894 $ 21,774 $ 7,699 $ (7,500 ) $ 239,867 Current portion of fair value of derivatives embedded within convertible debt 11,105 — — — 11,105 Intercompany payables — 259 43,442 (43,701 ) — Income taxes payable, net 25,064 4,491 — (128 ) 29,427 Current payments due under the Master Settlement Agreement — 132,377 — — 132,377 Current operating lease liability 693 1,949 16,702 — 19,344 Other current liabilities 40,861 74,776 59,758 (673 ) 174,722 Total current liabilities 295,617 235,626 127,601 (52,002 ) 606,842 Notes payable, long-term debt and other obligations, less current portion 1,155,622 22,594 22,525 (22,500 ) 1,178,241 Non-current employee benefits 47,124 15,436 — — 62,560 Deferred income taxes, net (19,991 ) 22,048 32,321 — 34,378 Non-current operating lease liability 7,625 3,579 143,050 — 154,254 Other liabilities, including litigation accruals and payments due under the Master Settlement Agreement 259 42,537 41,490 (5,204 ) 79,082 Total liabilities 1,486,256 341,820 366,987 (79,706 ) 2,115,357 Commitments and contingencies Stockholders' (deficiency) equity attributed to Vector Group Ltd. (629,161 ) 325,393 337,422 (662,815 ) (629,161 ) Non-controlling interest — — 488 — 488 Total stockholders' (deficiency) equity (629,161 ) 325,393 337,910 (662,815 ) (628,673 ) Total liabilities and stockholders' deficiency $ 857,095 $ 667,213 $ 704,897 $ (742,521 ) $ 1,486,684 CONDENSED CONSOLIDATING BALANCE SHEETS 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 ) — Other current assets 1,500 7,599 21,729 — 30,828 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 ) — Goodwill and other intangible assets, net — 107,511 159,100 — 266,611 Other assets 14,616 38,154 37,582 — 90,352 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 — — — — — Intercompany payables — 479 37,912 (38,391 ) — Income taxes payable, net 5,257 1,263 — (1,268 ) 5,252 Current payments due under the Master Settlement Agreement — 36,561 — — 36,561 Other current liabilities 55,915 73,279 51,144 — 180,338 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, including 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 Three Months Ended September 30, 2019 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. Revenues $ — $ 303,379 $ 201,530 $ (119 ) $ 504,790 Expenses: Cost of sales — 209,192 136,264 — 345,456 Operating, selling, administrative and general expenses 9,490 18,376 64,627 (119 ) 92,374 Litigation settlement and judgment expense — 240 — — 240 Management fee expense — 2,993 — (2,993 ) — Operating (loss) income (9,490 ) 72,578 639 2,993 66,720 Other income (expenses): Interest expense (32,023 ) (937 ) (228 ) 225 (32,963 ) Change in fair value of derivatives embedded within convertible debt 6,182 — — — 6,182 Equity in earnings from real estate ventures — — 8,050 — 8,050 Equity in earnings in consolidated subsidiaries 61,483 1,893 — (63,376 ) — Management fee income 2,993 — — (2,993 ) — Other, net (655 ) 1,702 1,808 (1,100 ) 1,755 Income before provision for income taxes 28,490 75,236 10,269 (64,251 ) 49,744 Income tax benefit (expense) 7,518 (18,231 ) (3,023 ) — (13,736 ) Net income 36,008 57,005 7,246 (64,251 ) 36,008 Net loss attributed to non-controlling interest — — — — — Net income attributed to Vector Group Ltd. $ 36,008 $ 57,005 $ 7,246 $ (64,251 ) $ 36,008 Comprehensive loss attributed to non-controlling interest $ — $ — $ — $ — $ — Comprehensive income attributed to Vector Group Ltd. $ 36,352 $ 57,240 $ 7,246 $ (64,486 ) $ 36,352 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Three Months Ended September 30, 2018 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. Revenues $ — $ 302,128 $ 211,860 $ (119 ) $ 513,869 Expenses: Cost of sales — 219,769 140,533 — 360,302 Operating, selling, administrative and general expenses 8,915 16,497 62,256 (119 ) 87,549 Management fee expense — 2,878 — (2,878 ) — Operating (loss) income (8,915 ) 62,984 9,071 2,878 66,018 Other income (expenses): Interest expense (50,317 ) (760 ) (7 ) — (51,084 ) Change in fair value of derivatives embedded within convertible debt 10,005 — — — 10,005 Equity in earnings from real estate ventures — — 294 — 294 Equity in earnings in consolidated subsidiaries 50,102 — — (50,102 ) — Management fee income 2,878 — — (2,878 ) — Other, net 5,079 (940 ) 342 — 4,481 Income before provision for income taxes 8,832 61,284 9,700 (50,102 ) 29,714 Income tax benefit (expense) 3,170 (15,885 ) (1,971 ) — (14,686 ) Net income 12,002 45,399 7,729 (50,102 ) 15,028 Net income attributed to non-controlling interest — — (3,026 ) — (3,026 ) Net income attributed to Vector Group Ltd. $ 12,002 $ 45,399 $ 4,703 $ (50,102 ) $ 12,002 Comprehensive income attributed to non-controlling interest $ — $ — $ (3,026 ) $ — $ (3,026 ) Comprehensive income attributed to Vector Group Ltd. $ 12,320 $ 45,546 $ 4,703 $ (50,249 ) $ 12,320 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Nine Months Ended September 30, 2019 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. Revenues $ — $ 854,875 $ 609,629 $ (358 ) $ 1,464,146 Expenses: Cost of sales — 590,956 408,694 — 999,650 Operating, selling, administrative and general expenses 28,836 53,234 196,335 (358 ) 278,047 Litigation settlement and judgment expense — 895 — — 895 Management fee expense — 8,978 — (8,978 ) — Operating (loss) income (28,836 ) 200,812 4,600 8,978 185,554 Other income (expenses): Interest expense (100,277 ) (2,947 ) (685 ) 673 (103,236 ) Change in fair value of derivatives embedded within convertible debt 20,319 — — — 20,319 Equity in earnings from real estate ventures — — 12,002 — 12,002 Equity in earnings in consolidated subsidiaries 162,911 6,617 — (169,528 ) — Management fee income 8,978 — — (8,978 ) — Other, net 9,307 2,302 3,144 (1,100 ) 13,653 Income before provision for income taxes 72,402 206,784 19,061 (169,955 ) 128,292 Income tax benefit (expense) 17,866 (50,297 ) (5,513 ) — (37,944 ) Net income 90,268 156,487 13,548 (169,955 ) 90,348 Net income attributed to non-controlling interest — — (80 ) — (80 ) Net income attributed to Vector Group Ltd. $ 90,268 $ 156,487 $ 13,468 $ (169,955 ) $ 90,268 Comprehensive income attributed to non-controlling interest $ — $ — $ (80 ) $ — $ (80 ) Comprehensive income attributed to Vector Group Ltd. $ 91,798 $ 157,191 $ 13,468 $ (170,659 ) $ 91,798 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Nine Months Ended September 30, 2018 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. Revenues $ — $ 844,316 $ 580,365 $ (358 ) $ 1,424,323 Expenses: Cost of sales — 597,492 389,851 — 987,343 Operating, selling, administrative and general expenses 26,331 49,342 187,646 (358 ) 262,961 Litigation settlement and judgment expense (income) — 525 (2,469 ) — (1,944 ) Management fee expense — 8,632 — (8,632 ) — Operating (loss) income (26,331 ) 188,325 5,337 8,632 175,963 Other income (expenses): Interest expense (143,286 ) (2,103 ) (63 ) — (145,452 ) Change in fair value of derivatives embedded within convertible debt 31,289 — — — 31,289 Equity in losses from real estate ventures — — (8,378 ) — (8,378 ) Equity in earnings in consolidated subsidiaries 136,615 — (136,615 ) — Management fee income 8,632 — — (8,632 ) — Other, net 13,899 (1,259 ) 1,020 — 13,660 Income (loss) before provision for income taxes 20,818 184,963 (2,084 ) (136,615 ) 67,082 Income tax benefit (expense) 16,213 (47,433 ) 1,826 — (29,394 ) Net income (loss) 37,031 137,530 (258 ) (136,615 ) 37,688 Net income attributed to non-controlling interest — — (657 ) — (657 ) Net income (loss) attributed to Vector Group Ltd. $ 37,031 $ 137,530 $ (915 ) $ (136,615 ) $ 37,031 Comprehensive income attributed to non-controlling interest $ — $ — $ (657 ) $ — $ (657 ) Comprehensive income (loss) attributed to Vector Group Ltd. $ 37,918 $ 137,961 $ (915 ) $ (137,046 ) $ 37,918 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Nine Months Ended September 30, 2019 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. Net cash provided by operating activities $ 122,305 $ 259,426 $ 8,623 $ (195,005 ) $ 195,349 Cash flows from investing activities: Sale of investment securities 16,186 — — — 16,186 Maturities of investment securities 45,798 — — — 45,798 Purchase of investment securities (76,094 ) — — — (76,094 ) Purchase of long-term investments — — (1,000 ) — (1,000 ) Investments in real estate ventures — — (36,269 ) — (36,269 ) Purchase of subsidiaries — — (323 ) — (323 ) Distributions from investments in real estate ventures — — 30,934 — 30,934 Increase in cash surrender value of life insurance policies (311 ) (462 ) — — (773 ) (Increase) decrease in restricted assets (22 ) 683 — — 661 Investments in subsidiaries (42,604 ) — — 42,604 — Proceeds from sale of fixed assets — 8 9 — 17 Capital expenditures — (3,425 ) (6,733 ) — (10,158 ) Pay downs of investment securities 828 — — — 828 Investments in real estate, net — — (1,910 ) — (1,910 ) Net cash used in investing activities (56,219 ) (3,196 ) (15,292 ) 42,604 (32,103 ) Cash flows from financing activities: Deferred financing costs — (36 ) — — (36 ) Repayments of debt (230,000 ) (720 ) (154 ) — (230,874 ) Borrowings under revolver — 204,506 — — 204,506 Repayments on revolver — (221,373 ) — — (221,373 ) Capital contributions received — 675 41,929 (42,604 ) — Intercompany dividends paid — (153,868 ) (41,137 ) 195,005 — Dividends and distributions on common stock (179,449 ) — — — (179,449 ) Distributions to non-controlling interest — — (285 ) — (285 ) Proceeds from issuance of Vector common stock — — — — — Proceeds from exercise of Vector options — — — — — Tax benefit of options exercised — — — — — Other — — (46 ) — (46 ) Net cash (used in) provided by financing activities (409,449 ) (170,816 ) 307 152,401 (427,557 ) Net (decrease) increase in cash, cash equivalents and restricted cash (343,363 ) 85,414 (6,362 ) — (264,311 ) 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 $ 131,517 $ 109,263 $ 86,638 $ — $ 327,418 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Nine Months Ended September 30, 2018 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. Net cash provided by operating activities $ 118,890 $ 244,377 $ 20,693 $ (174,152 ) $ 209,808 Cash flows from investing activities: Sale of investment securities 10,940 3,955 — — 14,895 Maturities of investment securities 16,899 — — — 16,899 Purchase of investment securities (22,516 ) — — — (22,516 ) Investments in real estate ventures — — (6,132 ) — (6,132 ) Investments in real estate, net — — (1,495 ) — (1,495 ) Purchase of subsidiaries — — (370 ) — (370 ) Distributions from investments in real estate ventures — — 37,819 — 37,819 Increase in cash surrender value of life insurance policies (345 ) (461 ) — — (806 ) Decrease in restricted assets 14 240 — — 254 Repayments of notes receivable 20,000 — 67 (20,000 ) 67 Pay downs of investment securities 1,293 — — — 1,293 Investments in subsidiaries (8,103 ) — — 8,103 — Capital expenditures (15 ) (4,175 ) (8,356 ) — (12,546 ) Net cash provided by (used in) investing activities 18,167 (441 ) 21,533 (11,897 ) 27,362 Cash flows from financing activities: Repayments of debt — (21,263 ) (227 ) 20,000 (1,490 ) Borrowings under revolver — 261,058 — — 261,058 Repayments on revolver — (264,654 ) — — (264,654 ) Capital contributions received — 650 7,453 (8,103 ) — Intercompany dividends paid — (128,308 ) (45,844 ) 174,152 — Dividends and distributions on common stock (169,571 ) — — — (169,571 ) Distributions to non-controlling interest — — (2,521 ) — (2,521 ) Net cash used in financing activities (169,571 ) (152,517 ) (41,139 ) 186,049 (177,178 ) Net (decrease) increase in cash, cash equivalents and restricted cash (32,514 ) 91,419 1,087 — 59,992 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 $ 162,205 $ 111,594 $ 97,130 $ — $ 370,929 |