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 not by New Valley or any of its subsidiaries, other than DER Holdings LLC. Presented herein are Condensed Consolidating Balance Sheets as of June 30, 2020 and December 31, 2019 , the related Condensed Consolidating Statements of Operations for the three and six months ended June 30, 2020 and 2019 , and the related Condensed Consolidating Statements of Cash Flows for the three and six months ended June 30, 2020 and 2019 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 June 30, 2020 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. ASSETS: Current assets: Cash and cash equivalents $ 261,167 $ 217,748 $ 61,448 $ — $ 540,363 Investment securities at fair value 88,643 — — — 88,643 Accounts receivable - trade, net — 13,222 19,538 — 32,760 Intercompany receivables 45,946 — — (45,946 ) — Inventories — 98,609 — — 98,609 Income taxes receivable, net — — 7,696 (7,696 ) — Other current assets 2,560 8,069 28,209 (475 ) 38,363 Total current assets 398,316 337,648 116,891 (54,117 ) 798,738 Property, plant and equipment, net 413 32,245 44,959 — 77,617 Investments in real estate, net — — 28,876 — 28,876 Long-term investment securities at fair value 33,232 — — — 33,232 Investments in real estate ventures — — 115,377 — 115,377 Operating lease right-of-use assets 6,521 3,918 138,223 — 148,662 Investments in consolidated subsidiaries 365,814 163,958 — (529,772 ) — Goodwill and other intangible assets, net — 107,511 100,148 — 207,659 Other assets 30,250 47,092 44,244 — 121,586 Total assets $ 834,546 $ 692,372 $ 588,718 $ (583,889 ) $ 1,531,747 LIABILITIES AND STOCKHOLDERS' DEFICIENCY: Current liabilities: Current portion of notes payable and long-term debt $ — $ 8,816 $ 8,787 $ (8,750 ) $ 8,853 Intercompany payables — 167 45,779 (45,946 ) — Income taxes payable, net 37,394 7,133 — (7,696 ) 36,831 Current payments due under the Master Settlement Agreement — 102,125 — — 102,125 Current operating lease liability 754 1,694 15,820 — 18,268 Other current liabilities 45,267 223,205 63,780 (218 ) 332,034 Total current liabilities 83,415 343,140 134,166 (62,610 ) 498,111 Notes payable, long-term debt and other obligations, less current portion 1,378,871 18,827 19,246 (18,750 ) 1,398,194 Non-current employee benefits 51,599 9,426 — — 61,025 Deferred income taxes, net (17,310 ) 21,756 7,992 — 12,438 Non-current operating lease liability 6,787 2,790 149,719 — 159,296 Other liabilities, including litigation accruals and payments due under the Master Settlement Agreement 388 37,724 35,092 (1,317 ) 71,887 Total liabilities 1,503,750 433,663 346,215 (82,677 ) 2,200,951 Commitments and contingencies Stockholders' (deficiency) equity attributed to Vector Group Ltd. (669,204 ) 258,709 242,503 (501,212 ) (669,204 ) Non-controlling interest — — — — — Total stockholders' (deficiency) equity (669,204 ) 258,709 242,503 (501,212 ) (669,204 ) Total liabilities and stockholders' deficiency $ 834,546 $ 692,372 $ 588,718 $ (583,889 ) $ 1,531,747 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 investment securities at fair value 45,781 — — — 45,781 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 31,022 46,416 42,652 — 120,090 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 STATEMENTS OF OPERATIONS Three Months Ended June 30, 2020 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. Revenues $ — $ 312,630 $ 133,250 $ (120 ) $ 445,760 Expenses: Cost of sales — 214,067 90,818 — 304,885 Operating, selling, administrative and general expenses 8,429 16,379 46,376 (120 ) 71,064 Litigation settlement and judgment expense — 53 — — 53 Management fee expense — 3,114 — (3,114 ) — Restructuring charges — — 2,961 — 2,961 Operating (loss) income (8,429 ) 79,017 (6,905 ) 3,114 66,797 Other income (expenses): Interest expense (28,666 ) (690 ) (106 ) 104 (29,358 ) Change in fair value of derivatives embedded within convertible debt 1,669 — — — 1,669 Equity in losses from real estate ventures — — (12,260 ) — (12,260 ) Equity in earnings from investments 2,207 — — — 2,207 Equity in earnings in consolidated subsidiaries 46,526 (5,042 ) — (41,484 ) — Management fee income 3,114 — — (3,114 ) — Other, net 5,154 (78 ) 2,325 234 7,635 Income (loss) before provision for income taxes 21,575 73,207 (16,946 ) (41,146 ) 36,690 Income tax benefit (expense) 4,199 (19,644 ) 4,529 — (10,916 ) Net income (loss) 25,774 53,563 (12,417 ) (41,146 ) 25,774 Net income (loss) attributed to Vector Group Ltd. $ 25,774 $ 53,563 $ (12,417 ) $ (41,146 ) $ 25,774 Comprehensive income (loss) attributed to Vector Group Ltd. $ 26,531 $ 53,713 $ (12,417 ) $ (41,296 ) $ 26,531 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Three Months Ended June 30, 2019 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. Revenues $ — $ 294,621 $ 243,931 $ (120 ) $ 538,432 Expenses: Cost of sales — 204,461 163,713 — 368,174 Operating, selling, administrative and general expenses 9,515 18,167 65,797 (120 ) 93,359 Litigation settlement and judgment expense — 655 — — 655 Management fee expense — 2,992 — (2,992 ) — Operating (loss) income (9,515 ) 68,346 14,421 2,992 76,244 Other income (expenses): Interest expense (31,706 ) (1,043 ) (228 ) 224 (32,753 ) Change in fair value of derivatives embedded within convertible debt 3,788 — — — 3,788 Equity in earnings from real estate ventures — — 6,391 — 6,391 Equity in losses from investments (1,685 ) — — — (1,685 ) Equity in earnings in consolidated subsidiaries 66,163 15,138 — (81,301 ) — Management fee income 2,992 — — (2,992 ) — Other, net 3,702 447 632 — 4,781 Income before provision for income taxes 33,739 82,888 21,216 (81,077 ) 56,766 Income tax benefit (expense) 5,568 (17,118 ) (5,909 ) — (17,459 ) Net income 39,307 65,770 15,307 (81,077 ) 39,307 Net income attributed to Vector Group Ltd. $ 39,307 $ 65,770 $ 15,307 $ (81,077 ) $ 39,307 Comprehensive income attributed to Vector Group Ltd. $ 39,912 $ 66,004 $ 15,307 $ (81,311 ) $ 39,912 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Six Months Ended June 30, 2020 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. Revenues $ — $ 599,818 $ 300,669 $ (239 ) $ 900,248 Expenses: Cost of sales — 411,357 204,151 — 615,508 Operating, selling, administrative and general expenses 17,593 34,440 109,787 (239 ) 161,581 Litigation settlement and judgment expense — 53 — — 53 Impairments of goodwill and intangible assets — — 58,252 — 58,252 Management fee expense — 6,228 — (6,228 ) — Restructuring charges — — 2,961 — 2,961 Operating (loss) income (17,593 ) 147,740 (74,482 ) 6,228 61,893 Other income (expenses): Interest expense (63,405 ) (1,576 ) (222 ) 218 (64,985 ) Change in fair value of derivatives embedded within convertible debt 4,999 — — — 4,999 Equity in losses from real estate ventures — — (18,765 ) — (18,765 ) Equity in earnings from investments 52,359 — — — 52,359 Equity in earnings in consolidated subsidiaries 43,185 (74,082 ) — 30,897 — Management fee income 6,228 — — (6,228 ) — Other, net (5,700 ) 2,229 2,282 (1,831 ) (3,020 ) Income (loss) before provision for income taxes 20,073 74,311 (91,187 ) 29,284 32,481 Income tax benefit (expense) 2,470 (36,746 ) 24,338 — (9,938 ) Net income (loss) 22,543 37,565 (66,849 ) 29,284 22,543 Net income (loss) attributed to Vector Group Ltd. $ 22,543 $ 37,565 $ (66,849 ) $ 29,284 $ 22,543 Comprehensive income (loss) attributed to Vector Group Ltd. $ 23,522 $ 37,864 $ (66,849 ) $ 28,985 $ 23,522 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Six Months Ended June 30, 2019 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. Revenues $ — $ 551,496 $ 408,099 $ (239 ) $ 959,356 Expenses: Cost of sales — 381,764 272,430 — 654,194 Operating, selling, administrative and general expenses 19,346 34,858 131,708 (239 ) 185,673 Litigation settlement and judgment expense — 655 — — 655 Management fee expense — 5,985 — (5,985 ) — Operating (loss) income (19,346 ) 128,234 3,961 5,985 118,834 Other income (expenses): Interest expense (68,254 ) (2,010 ) (457 ) 448 (70,273 ) Change in fair value of derivatives embedded within convertible debt 14,137 — — — 14,137 Equity in earnings from real estate ventures — — 3,952 — 3,952 Equity in losses from investments (323 ) — — — (323 ) Equity in earnings in consolidated subsidiaries 101,428 4,724 — (106,152 ) — Management fee income 5,985 — — (5,985 ) — Other, net 10,285 600 1,336 — 12,221 Income before provision for income taxes 43,912 131,548 8,792 (105,704 ) 78,548 Income tax benefit (expense) 10,348 (32,066 ) (2,490 ) — (24,208 ) Net income 54,260 99,482 6,302 (105,704 ) 54,340 Net income attributed to non-controlling interest — — (80 ) — (80 ) Net income attributed to Vector Group Ltd. $ 54,260 $ 99,482 $ 6,222 $ (105,704 ) $ 54,260 Comprehensive income attributed to non-controlling interest $ — $ — $ (80 ) $ — $ (80 ) Comprehensive income attributed to Vector Group Ltd. $ 55,446 $ 99,951 $ 6,222 $ (106,173 ) $ 55,446 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Six Months Ended June 30, 2020 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. Net cash provided by (used in) operating activities $ 126,021 $ 325,721 $ (5,489 ) $ (104,924 ) $ 341,329 Cash flows from investing activities: Sale of investment securities 19,555 — — — 19,555 Maturities of investment securities 31,574 — — — 31,574 Purchase of investment securities (16,867 ) — — — (16,867 ) Proceeds from sale or liquidation of long-term investments 23,407 — — — 23,407 Purchase of long-term investments (5,238 ) — — — (5,238 ) Investments in real estate ventures — — (3,858 ) — (3,858 ) Distributions from investments in real estate ventures — — 5,172 — 5,172 Increase in cash surrender value of life insurance policies (340 ) (411 ) — — (751 ) (Increase) decrease in restricted assets (13 ) 100 — — 87 Investments in subsidiaries (9,164 ) — — 9,164 — Capital expenditures (20 ) (2,973 ) (3,249 ) — (6,242 ) Pay downs of investment securities 415 — — — 415 Investments in real estate, net — — (679 ) — (679 ) Net cash provided by (used in) investing activities 43,309 (3,284 ) (2,614 ) 9,164 46,575 Cash flows from financing activities: Proceeds from issuance of debt — — 531 — 531 Repayments of debt (169,610 ) (204 ) (2,653 ) — (172,467 ) Borrowings under revolver — 130,641 — — 130,641 Repayments on revolver — (165,593 ) — — (165,593 ) Capital contributions received — 550 8,614 (9,164 ) — Intercompany dividends paid — (97,259 ) (7,665 ) 104,924 — Dividends and distributions on common stock (63,478 ) — — — (63,478 ) Distributions to non-controlling interest — — (448 ) — (448 ) Proceeds from issuance of Vector stock 52,563 — — — 52,563 Other 80 — (75 ) — 5 Net cash used in financing activities (180,445 ) (131,865 ) (1,696 ) 95,760 (218,246 ) Net (decrease) increase in cash, cash equivalents and restricted cash (11,115 ) 190,572 (9,799 ) — 169,658 Cash, cash equivalents and restricted cash, beginning of period 272,282 27,730 79,464 — 379,476 Cash, cash equivalents and restricted cash, end of period $ 261,167 $ 218,302 $ 69,665 $ — $ 549,134 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Six Months Ended June 30, 2019 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. Net cash provided by operating activities $ 78,661 $ 148,639 $ 10,158 $ (139,356 ) $ 98,102 Cash flows from investing activities: Sale of investment securities 12,942 — — — 12,942 Maturities of investment securities 28,610 — — — 28,610 Purchase of investment securities (44,222 ) — — — (44,222 ) Investments in real estate ventures — — (21,908 ) — (21,908 ) Investments in real estate, net — — (1,153 ) — (1,153 ) Purchase of subsidiaries — — (668 ) — (668 ) Distributions from investments in real estate ventures — — 23,200 — 23,200 Increase in cash surrender value of life insurance policies (385 ) (404 ) — — (789 ) (Increase) decrease in restricted assets (15 ) 683 — — 668 Pay downs of investment securities 545 — — — 545 Proceeds from sale of fixed assets — 8 — — 8 Investments in subsidiaries (27,482 ) — — 27,482 — Capital expenditures — (2,753 ) (3,567 ) — (6,320 ) Net cash used in investing activities (30,007 ) (2,466 ) (4,096 ) 27,482 (9,087 ) Cash flows from financing activities: Deferred financing costs — (33 ) — — (33 ) Repayments of debt (230,000 ) (621 ) (150 ) — (230,771 ) Borrowings under revolver — 172,224 — — 172,224 Repayments on revolver — (169,727 ) — — (169,727 ) Capital contributions received — 575 26,907 (27,482 ) — Intercompany dividends paid — (102,739 ) (36,617 ) 139,356 — Dividends and distributions on common stock (118,748 ) — — — (118,748 ) Distributions to non-controlling interest — — (285 ) — (285 ) Net cash used in financing activities (348,748 ) (100,321 ) (10,145 ) 111,874 (347,340 ) Net (decrease) increase in cash, cash equivalents and restricted cash (300,094 ) 45,852 (4,083 ) — (258,325 ) 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 $ 174,786 $ 69,701 $ 88,917 $ — $ 333,404 |