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 December 31, 2019 and 2018 , the related Condensed Consolidating Statements of Operations for the years ended December 31, 2019 , 2018 and 2017 , and the related Condensed Consolidating Statements of Cash Flows for the years ended December 31, 2019 , 2018 and 2017 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 December 31, 2019 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. ASSETS: Current assets: Cash and cash equivalents $ 272,282 $ 27,178 $ 71,881 $ — $ 371,341 Investment securities at fair value 129,641 — — — 129,641 Accounts receivable - trade, net — 15,646 21,313 — 36,959 Intercompany receivables 44,043 — — (44,043 ) — Inventories — 98,762 — — 98,762 Income taxes receivable, net — — 95 (95 ) — Other current assets 9,159 9,021 26,731 — 44,911 Total current assets 455,125 150,607 120,020 (44,138 ) 681,614 Property, plant and equipment, net 425 33,816 47,919 — 82,160 Investments in real estate, net — — 28,317 — 28,317 Long-term investments (of which $45,781 were carried at fair value) 61,723 — — — 61,723 Investments in real estate ventures — — 131,556 — 131,556 Operating lease right of use assets 7,085 4,830 137,663 — 149,578 Investments in consolidated subsidiaries 420,353 238,040 — (658,393 ) — Goodwill and other intangible assets, net — 107,511 158,482 — 265,993 Other assets 15,080 46,416 42,652 — 104,148 Total assets $ 959,791 $ 581,220 $ 666,609 $ (702,531 ) $ 1,505,089 LIABILITIES AND STOCKHOLDERS' DEFICIENCY: Current liabilities: Current portion of notes payable and long-term debt $ 163,932 $ 45,210 $ 10,127 $ (10,000 ) $ 209,269 Current portion of fair value of derivatives embedded within convertible debt 4,999 — — — 4,999 Intercompany payables — 236 43,807 (44,043 ) — Income taxes payable, net 2,398 2,835 — (95 ) 5,138 Current payments due under the Master Settlement Agreement — 34,116 — — 34,116 Current operating lease liability 508 2,015 15,771 — 18,294 Other current liabilities 52,065 78,947 59,202 (897 ) 189,317 Total current liabilities 223,902 163,359 128,907 (55,035 ) 461,133 Notes payable, long-term debt and other obligations, less current portion 1,377,108 20,089 20,019 (20,000 ) 1,397,216 Non-current employee benefits 50,806 17,047 — — 67,853 Deferred income taxes, net (14,492 ) 22,620 25,567 — 33,695 Non-current operating lease liability 7,558 3,402 146,003 — 156,963 Other liabilities, including litigation accruals and payments due under the Master Settlement Agreement 373 41,020 34,999 (3,147 ) 73,245 Total liabilities 1,645,255 267,537 355,495 (78,182 ) 2,190,105 Commitments and contingencies Stockholders' (deficiency) equity attributed to Vector Group Ltd. (685,464 ) 313,683 310,666 (624,349 ) (685,464 ) Non-controlling interest — — 448 — 448 Total stockholders' (deficiency) equity (685,464 ) 313,683 311,114 (624,349 ) (685,016 ) Total liabilities and stockholders' deficiency $ 959,791 $ 581,220 $ 666,609 $ (702,531 ) $ 1,505,089 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 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 Year Ended December 31, 2019 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. Revenues $ — $ 1,115,318 $ 788,871 $ (478 ) $ 1,903,711 Expenses: Cost of sales — 771,130 530,449 — 1,301,579 Operating, selling, administrative and general expenses 38,051 71,001 261,433 (478 ) 370,007 Litigation settlement and judgment expense (income) — 990 — — 990 Management fee expense — 11,971 — (11,971 ) — Operating (loss) income (38,051 ) 260,226 (3,011 ) 11,971 231,135 Other income (expenses): Interest expense (134,594 ) (3,838 ) (913 ) 897 (138,448 ) Change in fair value of derivatives embedded within convertible debt 26,425 — — — 26,425 Loss on extinguishment of debt (4,301 ) — — — (4,301 ) Equity in losses from real estate ventures — — (19,288 ) — (19,288 ) Equity in earnings in consolidated subsidiaries 182,959 6,185 — (189,144 ) — Management fee income 11,971 — — (11,971 ) — Other, net 30,193 5,340 5,929 (3,157 ) 38,305 Income (loss) before provision for income taxes 74,602 267,913 (17,283 ) (191,404 ) 133,828 Income tax benefit (expense) 26,372 (65,069 ) 5,884 — (32,813 ) Net income (loss) 100,974 202,844 (11,399 ) (191,404 ) 101,015 Net income attributed to non-controlling interest — — (41 ) — (41 ) Net income (loss) attributed to Vector Group Ltd. $ 100,974 $ 202,844 $ (11,440 ) $ (191,404 ) $ 100,974 Comprehensive income attributed to non-controlling interest $ — $ — $ (41 ) $ — $ (41 ) Comprehensive income (loss) attributed to Vector Group Ltd. $ 103,845 $ 204,269 $ (11,440 ) $ (192,829 ) $ 103,845 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Year Ended December 31, 2018 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. Revenues $ — $ 1,111,572 $ 759,168 $ (478 ) $ 1,870,262 Expenses: Cost of sales — 787,251 505,233 — 1,292,484 Operating, selling, administrative and general expenses 35,332 66,781 253,878 (478 ) 355,513 Litigation settlement and judgment expense — 685 (2,469 ) — (1,784 ) Management fee expense — 11,509 — (11,509 ) — Operating (loss) income (35,332 ) 245,346 2,526 11,509 224,049 Other income (expenses): Interest expense (200,916 ) (2,797 ) (67 ) — (203,780 ) Change in fair value of derivatives embedded within convertible debt 44,989 — — — 44,989 Loss on extinguishment of debt (4,066 ) — — — (4,066 ) Equity in earnings from real estate ventures — — 14,446 — 14,446 Equity in earnings in consolidated subsidiaries 195,582 3,669 — (199,251 ) — Management fee income 11,509 — — (11,509 ) — Other, net 3,193 (997 ) 1,725 — 3,921 Income before provision for income taxes 14,959 245,221 18,630 (199,251 ) 79,559 Income tax benefit (expense) 43,146 (60,749 ) (3,949 ) — (21,552 ) Net income 58,105 184,472 14,681 (199,251 ) 58,007 Net loss attributed to non-controlling interest — — 98 — 98 Net income attributed to Vector Group Ltd. $ 58,105 $ 184,472 $ 14,779 $ (199,251 ) $ 58,105 Comprehensive loss attributed to non-controlling interest $ — $ — $ 98 $ — $ 98 Comprehensive income attributed to Vector Group Ltd. $ 56,730 $ 181,041 $ 14,779 $ (195,820 ) $ 56,730 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Year Ended December 31, 2017 Parent/ Issuer Subsidiary Guarantors Subsidiary Non- Guarantors Consolidating Adjustments Consolidated Vector Group Ltd. Revenues $ — $ 1,080,590 $ 727,364 $ (478 ) $ 1,807,476 Expenses: Cost of sales — 750,768 477,278 — 1,228,046 Operating, selling, administrative and general expenses 34,790 74,107 228,772 (478 ) 337,191 Litigation settlement and judgment expense — 6,591 — — 6,591 Management fee expense — 11,069 — (11,069 ) — Operating (loss) income (34,790 ) 238,055 21,314 11,069 235,648 Other income (expenses): Interest expense (169,910 ) (3,740 ) (35 ) — (173,685 ) Changes in fair value of derivatives embedded within convertible debt 35,919 — — — 35,919 Loss on extinguishment of debt (34,110 ) — — — (34,110 ) Equity in earnings from real estate ventures — — 21,395 — 21,395 Equity in earnings in consolidated subsidiaries 200,480 15,077 — (215,557 ) — Management fee income 11,069 — — (11,069 ) — Other, net 576 2,101 1,324 — 4,001 Income before provision for income taxes 9,234 251,493 43,998 (215,557 ) 89,168 Income tax benefit (expense) 75,338 (73,546 ) (210 ) — 1,582 Net income 84,572 177,947 43,788 (215,557 ) 90,750 Net income attributed to non-controlling interest — — (6,178 ) — (6,178 ) Net income attributed to Vector Group Ltd. $ 84,572 $ 177,947 $ 37,610 $ (215,557 ) $ 84,572 Comprehensive income attributed to non-controlling interest $ — $ — $ (6,178 ) $ — $ (6,178 ) Comprehensive income attributed to Vector Group Ltd. $ 83,246 $ 161,577 $ 37,610 $ (199,187 ) $ 83,246 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Year Ended December 31, 2019 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. Net cash provided by operating activities $ 166,855 $ 219,173 $ 6,654 $ (268,611 ) $ 124,071 Cash flows from investing activities: Sale of investment securities 21,879 — — — 21,879 Maturities of investment securities 68,859 — — — 68,859 Purchase of investment securities (87,766 ) — — — (87,766 ) Proceeds from sale or liquidation of long-term investments 8,256 — — — 8,256 Purchase of long-term investments (6,556 ) — (2,667 ) — (9,223 ) Investments in real estate ventures — — (52,529 ) — (52,529 ) Distributions from investments in real estate ventures — — 41,300 — 41,300 Increase in cash surrender value of life insurance policies (235 ) (484 ) — — (719 ) (Increase) decrease in restricted assets (29 ) 1,023 — — 994 Investments in subsidiaries (59,467 ) — — 59,467 — Proceeds from sale of fixed assets — 8 9 — 17 Purchase of subsidiaries — — (380 ) — (380 ) Capital expenditures (126 ) (4,173 ) (8,276 ) — (12,575 ) Investments in real estate, net — — (2,295 ) — (2,295 ) Pay downs of investment securities 1,083 — — — 1,083 Net cash used in investing activities (54,102 ) (3,626 ) (24,838 ) 59,467 (23,099 ) Cash flows from financing activities: Proceeds from issuance of debt 230,000 — — — 230,000 Deferred financing costs (9,297 ) (505 ) — — (9,802 ) Repayments of debt (292,390 ) (820 ) (209 ) — (293,419 ) Borrowings under revolver — 243,688 — — 243,688 Repayments on revolver — (239,526 ) — — (239,526 ) Capital contributions received — 1,225 58,242 (59,467 ) — Intercompany dividends paid — (215,728 ) (52,883 ) 268,611 — Dividends and distributions on common stock (238,249 ) — — — (238,249 ) Distributions to non-controlling interest — — (286 ) — (286 ) Tax withholdings related to net share settlements of stock option exercise (5,415 ) — — — (5,415 ) Other — — (216 ) — (216 ) Net cash (used in) provided by financing activities (315,351 ) (211,666 ) 4,648 209,144 (313,225 ) Net (decrease) increase in cash, cash equivalents and restricted cash (202,598 ) 3,881 (13,536 ) — (212,253 ) 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 $ 272,282 $ 27,730 $ 79,464 $ — $ 379,476 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Year Ended December 31, 2018 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. Net cash provided by operating activities $ 188,568 $ 204,638 $ 36,719 $ (248,091 ) $ 181,834 Cash flows from investing activities: Sale of investment securities 14,673 3,955 — — 18,628 Maturities of investment securities 24,719 — — — 24,719 Purchase of investment securities (34,445 ) — — — (34,445 ) Proceeds from sale or liquidation of long-term investments 19,487 — — — 19,487 Purchase of long-term investments (415 ) — — — (415 ) Investments in real estate ventures — — (9,728 ) — (9,728 ) Distributions from investments in real estate ventures — — 54,233 — 54,233 Increase in cash surrender value of life insurance policies (280 ) (484 ) — — (764 ) Decrease in restricted assets 6 520 — — 526 Issuance of notes receivable — — (450 ) — (450 ) Investments in subsidiaries (17,224 ) — (10,000 ) 27,224 — Proceeds from sale of fixed assets — 9 — — 9 Cash acquired in purchase of subsidiaries — — 654 — 654 Purchase of subsidiaries — (10,000 ) (404 ) — (10,404 ) Repayments of notes receivable 20,000 — 67 (20,000 ) 67 Capital expenditures (22 ) (4,599 ) (13,061 ) — (17,682 ) Investments in real estate, net — — (2,583 ) — (2,583 ) Pay downs of investment securities 1,611 — — — 1,611 Net cash provided by (used in) investing activities 28,110 (10,599 ) 18,728 7,224 43,463 Cash flows from financing activities: Proceeds from issuance of debt 325,000 — — — 325,000 Deferred financing costs (9,400 ) — — — (9,400 ) Repayments of debt (26,750 ) (21,631 ) (308 ) 20,000 (28,689 ) Borrowings under revolver 307,023 — — 307,023 Repayments on revolver — (310,551 ) — — (310,551 ) Capital contributions received — 10,800 16,424 (27,224 ) — Intercompany dividends paid — (176,006 ) (72,085 ) 248,091 — Dividends and distributions on common stock (225,367 ) — — — (225,367 ) Distributions to non-controlling interest — — (2,521 ) — (2,521 ) Net cash provided by (used in) financing activities 63,483 (190,365 ) (58,490 ) 240,867 55,495 Net increase (decrease) in cash, cash equivalents and restricted cash 280,161 3,674 (3,043 ) — 280,792 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 $ 474,880 $ 23,849 $ 93,000 $ — $ 591,729 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Year Ended December 31, 2017 Parent/ Issuer Subsidiary Guarantors Subsidiary Non- Guarantors Consolidating Adjustments Consolidated Vector Group Ltd. Net cash provided by operating activities $ 177,259 $ 171,122 $ 59,202 $ (275,997 ) $ 131,586 Cash flows from investing activities: Sale of investment securities 28,761 — — — 28,761 Maturities of investment securities 101,097 — — — 101,097 Purchase of investment securities (132,654 ) — — — (132,654 ) Proceeds from sale or liquidation of long-term investments 500 — 466 — 966 Purchase of long-term investments (31,650 ) — (860 ) — (32,510 ) Investments in real estate ventures — — (38,807 ) — (38,807 ) Distributions from investments in real estate ventures — — 61,718 — 61,718 Increase in cash surrender value of life insurance policies (318 ) (484 ) — — (802 ) Decrease in restricted assets 227 1,783 240 — 2,250 Issuance of notes receivable (20,000 ) — (1,633 ) 20,000 (1,633 ) Proceeds from sale of fixed assets — 76 — — 76 Purchase of subsidiaries — — (6,569 ) — (6,569 ) Investments in subsidiaries (38,458 ) — — 38,458 — Capital expenditures (35 ) (3,705 ) (16,129 ) — (19,869 ) Investments in real estate, net — — (619 ) — (619 ) Pay downs of investment securities 2,633 — — — 2,633 Net cash used in investing activities (89,897 ) (2,330 ) (2,193 ) 58,458 (35,962 ) Cash flows from financing activities: Proceeds from issuance of debt 850,000 20,000 21 (20,000 ) 850,021 Repayments of debt (835,000 ) (1,882 ) (323 ) — (837,205 ) Deferred financing costs (19,200 ) — — — (19,200 ) Borrowings under revolver — 157,630 — — 157,630 Repayments on revolver — (163,474 ) — — (163,474 ) Capital contributions received — 2,400 36,058 (38,458 ) — Intercompany dividends paid — (182,975 ) (93,022 ) 275,997 — Dividends and distributions on common stock (211,488 ) — — — (211,488 ) Distributions to non-controlling interest — — (2,779 ) — (2,779 ) Proceeds from exercise of Vector options 43,230 — — — 43,230 Net cash used in financing activities (172,458 ) (168,301 ) (60,045 ) 217,539 (183,265 ) Net (decrease) increase in cash, cash equivalents and restricted cash (85,096 ) 491 (3,036 ) — (87,641 ) Cash, cash equivalents and restricted cash, beginning of period 279,815 19,684 99,079 — 398,578 Cash, cash equivalents and restricted cash, end of period $ 194,719 $ 20,175 $ 96,043 $ — $ 310,937 |