|
|
|
|
Delaware
|
1-5759
|
65-0949535
|
(State or other jurisdiction of incorporation
|
Commission File Number
|
(I.R.S. Employer Identification No.)
|
incorporation or organization)
|
|
|
|
Title of each class:
|
Trading
|
Name of each exchange
|
|
Symbol(s)
|
on which registered:
|
Common stock, par value $0.10 per share
|
VGR
|
New York Stock Exchange
|
☒
|
Large accelerated filer
|
☐
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☐
|
Smaller reporting company
|
☐
|
Emerging Growth Company
|
|
|
Page
|
PART I. FINANCIAL INFORMATION
|
|
|
|
Item 1. Vector Group Ltd. Condensed Consolidated Financial Statements (Unaudited):
|
|
|
|
Condensed Consolidated Balance Sheets as of March 31, 2020 and December 31, 2019
|
|
|
|
Condensed Consolidated Statements of Operations for the three months ended March 31, 2020 and 2019
|
|
|
|
Condensed Consolidated Statements of Comprehensive (Loss) Income for the three months ended March 31, 2020 and 2019
|
|
|
|
Condensed Consolidated Statements of Stockholders' Deficiency for the three months ended March 31, 2020 and 2019
|
|
|
|
Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2020 and 2019
|
|
|
|
Notes to Condensed Consolidated Financial Statements
|
|
|
|
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
|
|
Item 3. Quantitative and Qualitative Disclosures About Market Risk
|
|
|
|
Item 4. Controls and Procedures
|
|
|
|
PART II. OTHER INFORMATION
|
|
|
|
Item 1. Legal Proceedings
|
|
|
|
Item 1A. Risk Factors
|
|
|
|
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
|
|
|
|
Item 6. Exhibits
|
|
|
|
SIGNATURE
|
|
March 31,
2020 |
|
December 31,
2019 |
||||
ASSETS:
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
467,264
|
|
|
$
|
371,341
|
|
Investment securities at fair value
|
103,875
|
|
|
129,641
|
|
||
Accounts receivable - trade, net
|
39,453
|
|
|
36,959
|
|
||
Inventories
|
105,324
|
|
|
98,762
|
|
||
Other current assets
|
37,951
|
|
|
44,911
|
|
||
Total current assets
|
753,867
|
|
|
681,614
|
|
||
Property, plant and equipment, net
|
80,334
|
|
|
82,160
|
|
||
Investments in real estate, net
|
28,646
|
|
|
28,317
|
|
||
Long-term investments (of which $34,417 and $45,781 were carried at fair value)
|
47,129
|
|
|
61,723
|
|
||
Investments in real estate ventures
|
124,867
|
|
|
131,556
|
|
||
Operating lease right of use assets
|
144,630
|
|
|
149,578
|
|
||
Goodwill and other intangible assets, net
|
207,699
|
|
|
265,993
|
|
||
Other assets
|
107,649
|
|
|
104,148
|
|
||
Total assets
|
$
|
1,494,821
|
|
|
$
|
1,505,089
|
|
LIABILITIES AND STOCKHOLDERS' DEFICIENCY:
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Current portion of notes payable and long-term debt
|
$
|
203,537
|
|
|
$
|
209,269
|
|
Current portion of fair value of derivatives embedded within convertible debt
|
1,669
|
|
|
4,999
|
|
||
Current payments due under the Master Settlement Agreement
|
77,285
|
|
|
34,116
|
|
||
Income taxes payable, net
|
21,992
|
|
|
5,138
|
|
||
Current operating lease liability
|
18,098
|
|
|
18,294
|
|
||
Other current liabilities
|
192,740
|
|
|
189,317
|
|
||
Total current liabilities
|
515,321
|
|
|
461,133
|
|
||
Notes payable, long-term debt and other obligations, less current portion
|
1,395,617
|
|
|
1,397,216
|
|
||
Non-current employee benefits
|
60,711
|
|
|
67,853
|
|
||
Deferred income taxes, net
|
16,400
|
|
|
33,695
|
|
||
Non-current operating lease liability
|
152,113
|
|
|
156,963
|
|
||
Payments due under the Master Settlement Agreement
|
17,275
|
|
|
17,275
|
|
||
Other liabilities
|
56,383
|
|
|
55,970
|
|
||
Total liabilities
|
2,213,820
|
|
|
2,190,105
|
|
||
Commitments and contingencies (Note 10)
|
|
|
|
||||
Stockholders' deficiency:
|
|
|
|
||||
Preferred stock, par value $1 per share, 10,000,000 shares authorized
|
—
|
|
|
—
|
|
||
Common stock, par value $0.1 per share, 250,000,000 shares authorized, 148,084,900 and 148,084,900 shares issued and outstanding
|
14,808
|
|
|
14,808
|
|
||
Accumulated deficit
|
(712,221
|
)
|
|
(678,464
|
)
|
||
Accumulated other comprehensive loss
|
(21,586
|
)
|
|
(21,808
|
)
|
||
Total Vector Group Ltd. stockholders' deficiency
|
(718,999
|
)
|
|
(685,464
|
)
|
||
Non-controlling interest
|
—
|
|
|
448
|
|
||
Total stockholders' deficiency
|
(718,999
|
)
|
|
(685,016
|
)
|
||
Total liabilities and stockholders' deficiency
|
$
|
1,494,821
|
|
|
$
|
1,505,089
|
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2020
|
|
2019
|
||||
Revenues:
|
|
|
|
||||
Tobacco*
|
$
|
287,069
|
|
|
$
|
256,756
|
|
Real estate
|
167,419
|
|
|
164,168
|
|
||
Total revenues
|
454,488
|
|
|
420,924
|
|
||
|
|
|
|
||||
Expenses:
|
|
|
|
||||
Cost of sales:
|
|
|
|
||||
Tobacco*
|
197,290
|
|
|
177,303
|
|
||
Real estate
|
113,333
|
|
|
108,717
|
|
||
Total cost of sales
|
310,623
|
|
|
286,020
|
|
||
|
|
|
|
||||
Operating, selling, administrative and general expenses
|
90,517
|
|
|
92,314
|
|
||
Impairments of goodwill and intangible assets
|
58,252
|
|
|
—
|
|
||
Operating (loss) income
|
(4,904
|
)
|
|
42,590
|
|
||
|
|
|
|
||||
Other income (expenses):
|
|
|
|
||||
Interest expense
|
(35,627
|
)
|
|
(37,520
|
)
|
||
Change in fair value of derivatives embedded within convertible debt
|
3,330
|
|
|
10,349
|
|
||
Equity in earnings from investments
|
50,152
|
|
|
1,362
|
|
||
Equity in losses from real estate ventures
|
(6,505
|
)
|
|
(2,439
|
)
|
||
Other, net
|
(10,655
|
)
|
|
7,440
|
|
||
(Loss) income before provision for income taxes
|
(4,209
|
)
|
|
21,782
|
|
||
Income tax (benefit) expense
|
(978
|
)
|
|
6,749
|
|
||
|
|
|
|
||||
Net (loss) income
|
(3,231
|
)
|
|
15,033
|
|
||
|
|
|
|
||||
Net income attributed to non-controlling interest
|
—
|
|
|
(80
|
)
|
||
|
|
|
|
||||
Net (loss) income attributed to Vector Group Ltd.
|
$
|
(3,231
|
)
|
|
$
|
14,953
|
|
|
|
|
|
||||
Per basic common share:
|
|
|
|
||||
|
|
|
|
||||
Net (loss) income applicable to common shares attributed to Vector Group Ltd.
|
$
|
(0.03
|
)
|
|
$
|
0.09
|
|
|
|
|
|
||||
Per diluted common share:
|
|
|
|
||||
|
|
|
|
||||
Net (loss) income applicable to common shares attributed to Vector Group Ltd.
|
$
|
(0.03
|
)
|
|
$
|
0.08
|
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2020
|
|
2019
|
||||
|
|
||||||
Net (loss) income
|
$
|
(3,231
|
)
|
|
$
|
15,033
|
|
|
|
|
|
||||
Net unrealized (losses) gains on investment securities available for sale:
|
|
|
|
||||
Change in net unrealized (losses) gains
|
(664
|
)
|
|
377
|
|
||
Net unrealized losses (gains) reclassified into net (loss) income
|
503
|
|
|
(33
|
)
|
||
Net unrealized (losses) gains on investment securities available for sale
|
(161
|
)
|
|
344
|
|
||
|
|
|
|
|
|||
Net change in pension-related amounts
|
|
|
|
||||
Amortization of loss
|
464
|
|
|
457
|
|
||
Net change in pension-related amounts
|
464
|
|
|
457
|
|
||
|
|
|
|
||||
Other comprehensive income
|
303
|
|
|
801
|
|
||
|
|
|
|
||||
Income tax effect on:
|
|
|
|
||||
Change in net unrealized (losses) gains on investment securities
|
180
|
|
|
(104
|
)
|
||
Net unrealized losses (gains) reclassified into net (loss) income on investment securities
|
(136
|
)
|
|
9
|
|
||
Pension-related amounts
|
(125
|
)
|
|
(125
|
)
|
||
Income tax provision on other comprehensive income
|
(81
|
)
|
|
(220
|
)
|
||
|
|
|
|
||||
Other comprehensive income, net of tax
|
222
|
|
|
581
|
|
||
|
|
|
|
||||
Comprehensive (loss) income
|
(3,009
|
)
|
|
15,614
|
|
||
|
|
|
|
||||
Comprehensive income attributed to non-controlling interest
|
—
|
|
|
(80
|
)
|
||
Comprehensive (loss) income attributed to Vector Group Ltd.
|
$
|
(3,009
|
)
|
|
$
|
15,534
|
|
|
Vector Group Ltd. Stockholders' Deficiency
|
|
|
|
||||||||||||||||||||||
|
|
|
Additional Paid-In
|
|
|
|
Accumulated
Other Comprehensive
|
|
Non-controlling
|
|
|
|||||||||||||||
|
Common Stock
|
|
|
Accumulated
|
|
|
|
|
||||||||||||||||||
|
Shares
|
|
Amount
|
|
Capital
|
|
Deficit
|
|
Loss
|
|
Interest
|
|
Total
|
|||||||||||||
Balance as of January 1, 2020
|
148,084,900
|
|
|
$
|
14,808
|
|
|
$
|
—
|
|
|
$
|
(678,464
|
)
|
|
$
|
(21,808
|
)
|
|
$
|
448
|
|
|
$
|
(685,016
|
)
|
Impact of adoption of new accounting standards
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,263
|
)
|
|
—
|
|
|
—
|
|
|
(2,263
|
)
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,231
|
)
|
|
—
|
|
|
—
|
|
|
(3,231
|
)
|
||||||
Total other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
222
|
|
|
—
|
|
|
222
|
|
||||||
Distributions and dividends on common stock ($0.20 per share)
|
—
|
|
|
—
|
|
|
(2,258
|
)
|
|
(28,263
|
)
|
|
—
|
|
|
—
|
|
|
(30,521
|
)
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
2,258
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,258
|
|
||||||
Distributions to non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(448
|
)
|
|
(448
|
)
|
||||||
Balance as of March 31, 2020
|
148,084,900
|
|
|
$
|
14,808
|
|
|
$
|
—
|
|
|
$
|
(712,221
|
)
|
|
$
|
(21,586
|
)
|
|
$
|
—
|
|
|
$
|
(718,999
|
)
|
|
Vector Group Ltd. Stockholders' Deficiency
|
|
|
|
||||||||||||||||||||||
|
|
|
Additional Paid-In
|
|
|
|
Accumulated
Other Comprehensive
|
|
Non-controlling
|
|
|
|||||||||||||||
|
Common Stock
|
|
|
Accumulated
|
|
|
|
|
||||||||||||||||||
|
Shares
|
|
Amount
|
|
Capital
|
|
Deficit
|
|
Loss
|
|
Interest
|
|
Total
|
|||||||||||||
Balance as of January 1, 2019
|
140,914,642
|
|
|
$
|
14,092
|
|
|
$
|
—
|
|
|
$
|
(542,169
|
)
|
|
$
|
(19,982
|
)
|
|
$
|
693
|
|
|
$
|
(547,366
|
)
|
Impact of adoption of new accounting standards
|
—
|
|
|
—
|
|
|
—
|
|
|
3,147
|
|
|
(4,697
|
)
|
|
—
|
|
|
(1,550
|
)
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
14,953
|
|
|
—
|
|
|
80
|
|
|
15,033
|
|
||||||
Total other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
581
|
|
|
—
|
|
|
581
|
|
||||||
Distributions and dividends on common stock ($0.38 per share)
|
—
|
|
|
—
|
|
|
(2,264
|
)
|
|
(56,512
|
)
|
|
—
|
|
|
—
|
|
|
(58,776
|
)
|
||||||
Surrender of shares in connection with restricted stock vesting
|
(15,577
|
)
|
|
(2
|
)
|
|
(172
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(174
|
)
|
||||||
Effect of 2019 stock dividend*
|
7,044,953
|
|
|
704
|
|
|
—
|
|
|
(704
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
2,436
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,436
|
|
||||||
Distributions to non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(285
|
)
|
|
(285
|
)
|
||||||
Balance as of March 31, 2019
|
147,944,018
|
|
|
$
|
14,794
|
|
|
$
|
—
|
|
|
$
|
(581,285
|
)
|
|
$
|
(24,098
|
)
|
|
$
|
488
|
|
|
$
|
(590,101
|
)
|
|
Three Months Ended
|
|
Three Months Ended
|
||||
|
March 31,
2020 |
|
March 31,
2019 |
||||
Net cash provided by operating activities
|
$
|
115,309
|
|
|
$
|
19,726
|
|
Cash flows from investing activities:
|
|
|
|
||||
Sale of investment securities
|
16,672
|
|
|
7,759
|
|
||
Maturities of investment securities
|
15,616
|
|
|
11,308
|
|
||
Purchase of investment securities
|
(15,798
|
)
|
|
(20,623
|
)
|
||
Proceeds from sale or liquidation of long-term investments
|
19,544
|
|
|
—
|
|
||
Purchase of long-term investments
|
(5,238
|
)
|
|
—
|
|
||
Investments in real estate ventures
|
(673
|
)
|
|
(871
|
)
|
||
Distributions from investments in real estate ventures
|
1,036
|
|
|
1,134
|
|
||
Increase in cash surrender value of life insurance policies
|
(258
|
)
|
|
(238
|
)
|
||
Decrease (increase) in restricted assets
|
93
|
|
|
(7
|
)
|
||
Capital expenditures
|
(4,888
|
)
|
|
(3,825
|
)
|
||
Purchase of subsidiaries
|
—
|
|
|
(668
|
)
|
||
Pay downs of investment securities
|
202
|
|
|
258
|
|
||
Investments in real estate, net
|
(340
|
)
|
|
(641
|
)
|
||
Net cash provided by (used in) investing activities
|
25,968
|
|
|
(6,414
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from issuance of debt
|
36
|
|
|
—
|
|
||
Repayments of debt
|
(2,638
|
)
|
|
(230,466
|
)
|
||
Borrowings under revolver
|
126,603
|
|
|
94,400
|
|
||
Repayments on revolver
|
(137,056
|
)
|
|
(87,420
|
)
|
||
Dividends and distributions on common stock
|
(32,074
|
)
|
|
(60,459
|
)
|
||
Distributions to non-controlling interest
|
(448
|
)
|
|
(285
|
)
|
||
Net cash used in financing activities
|
(45,577
|
)
|
|
(284,230
|
)
|
||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
95,700
|
|
|
(270,918
|
)
|
||
Cash, cash equivalents and restricted cash, beginning of period
|
379,476
|
|
|
591,729
|
|
||
Cash, cash equivalents and restricted cash, end of period
|
$
|
475,176
|
|
|
$
|
320,811
|
|
1.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
(a)
|
Basis of Presentation:
|
(b)
|
Distributions and Dividends on Common Stock:
|
(c)
|
Earnings Per Share (“EPS”):
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2020
|
|
2019
|
||||
Net (loss) income attributed to Vector Group Ltd.
|
$
|
(3,231
|
)
|
|
$
|
14,953
|
|
Income attributed to participating securities
|
(561
|
)
|
|
(2,003
|
)
|
||
Net (loss) income applicable to common shares attributed to Vector Group Ltd.
|
$
|
(3,792
|
)
|
|
$
|
12,950
|
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2020
|
|
2019
|
||||
Net (loss) income attributed to Vector Group Ltd.
|
$
|
(3,231
|
)
|
|
$
|
14,953
|
|
Income attributable to 7.5% Variable Interest Senior Convertible Notes
|
—
|
|
|
(1,246
|
)
|
||
Income attributed to participating securities
|
(561
|
)
|
|
(2,003
|
)
|
||
Net (loss) income applicable to common shares attributed to Vector Group Ltd.
|
$
|
(3,792
|
)
|
|
$
|
11,704
|
|
|
Three Months Ended
|
||||
|
March 31,
|
||||
|
2020
|
|
2019
|
||
Weighted-average shares for basic EPS
|
147,000,114
|
|
|
146,468,233
|
|
Plus incremental shares related to convertible debt
|
—
|
|
|
2,915,614
|
|
Plus incremental shares related to stock options and non-vested restricted stock
|
83,603
|
|
|
15,403
|
|
Weighted-average shares for diluted EPS
|
147,083,717
|
|
|
149,399,250
|
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2020
|
|
2019
|
||||
Weighted-average shares of non-vested restricted stock
|
625,122
|
|
|
1,407,820
|
|
||
Weighted-average expense per share
|
$
|
19.54
|
|
|
$
|
17.92
|
|
Weighted-average number of shares issuable upon conversion of debt
|
8,368,690
|
|
|
11,447,061
|
|
||
Weighted-average conversion price
|
$
|
20.27
|
|
|
$
|
20.27
|
|
(d)
|
Fair Value of Derivatives Embedded within Convertible Debt:
|
(e)
|
Investments in Real Estate Ventures:
|
(f)
|
Other, Net:
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2020
|
|
2019
|
||||
Interest and dividend income
|
$
|
2,680
|
|
|
$
|
3,208
|
|
Net (losses) gains recognized on investment securities
|
(12,240
|
)
|
|
4,773
|
|
||
Net periodic benefit cost other than the service costs
|
(455
|
)
|
|
(541
|
)
|
||
Other expense
|
(640
|
)
|
|
—
|
|
||
Other, net
|
$
|
(10,655
|
)
|
|
$
|
7,440
|
|
(g)
|
Other Assets:
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
Restricted assets
|
$
|
5,251
|
|
|
$
|
5,241
|
|
Prepaid pension costs
|
31,946
|
|
|
31,686
|
|
||
Other assets
|
70,452
|
|
|
67,221
|
|
||
Total other assets
|
$
|
107,649
|
|
|
$
|
104,148
|
|
(h)
|
Other Current Liabilities:
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
Accounts payable
|
$
|
13,355
|
|
|
$
|
10,222
|
|
Accrued promotional expenses
|
40,106
|
|
|
35,900
|
|
||
Accrued excise and payroll taxes payable, net
|
28,488
|
|
|
18,653
|
|
||
Accrued interest
|
35,113
|
|
|
35,756
|
|
||
Commissions payable
|
17,800
|
|
|
18,378
|
|
||
Accrued salary and benefits
|
11,653
|
|
|
29,464
|
|
||
Contract liabilities
|
4,547
|
|
|
9,358
|
|
||
Allowance for sales returns
|
8,444
|
|
|
7,785
|
|
||
Other current liabilities
|
33,234
|
|
|
23,801
|
|
||
Total other current liabilities
|
$
|
192,740
|
|
|
$
|
189,317
|
|
(i)
|
Reconciliation of Cash, Cash Equivalents and Restricted Cash:
|
|
March 31,
2020 |
|
December 31,
2019 |
||||
Cash and cash equivalents
|
$
|
467,264
|
|
|
$
|
371,341
|
|
Restricted cash and cash equivalents included in other current assets
|
4,198
|
|
|
4,423
|
|
||
Restricted cash and cash equivalents included in other assets
|
3,714
|
|
|
3,712
|
|
||
Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows
|
$
|
475,176
|
|
|
$
|
379,476
|
|
2.
|
REVENUE RECOGNITION
|
|
|
Three Months Ended
|
||||||
|
|
March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
Tobacco Segment Revenues:
|
|
|
|
|
||||
Core Discount Brands - EAGLE 20’s, PYRAMID, GRAND PRIX, LIGGETT SELECT, and EVE
|
|
$
|
258,215
|
|
|
$
|
233,106
|
|
Other Brands
|
|
28,854
|
|
|
23,650
|
|
||
Total tobacco revenues
|
|
$
|
287,069
|
|
|
$
|
256,756
|
|
|
|
Three Months Ended March 31, 2020
|
||||||||||||||||||
|
|
New York City
|
|
Northeast
|
|
Southeast
|
|
West
|
|
Total
|
||||||||||
Real Estate Segment Revenues:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commission and other brokerage income - existing home sales
|
|
$
|
50,109
|
|
|
$
|
34,724
|
|
|
$
|
30,178
|
|
|
$
|
25,700
|
|
|
$
|
140,711
|
|
Commission and other brokerage income - development marketing
|
|
8,451
|
|
|
—
|
|
|
6,722
|
|
|
82
|
|
|
15,255
|
|
|||||
Property management revenue
|
|
8,562
|
|
|
217
|
|
|
—
|
|
|
—
|
|
|
8,779
|
|
|||||
Title fees
|
|
—
|
|
|
856
|
|
|
—
|
|
|
—
|
|
|
856
|
|
|||||
Total Douglas Elliman revenue
|
|
67,122
|
|
|
35,797
|
|
|
36,900
|
|
|
25,782
|
|
|
165,601
|
|
|||||
Other real estate revenues
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,818
|
|
|
1,818
|
|
|||||
Total real estate revenues
|
|
$
|
67,122
|
|
|
$
|
35,797
|
|
|
$
|
36,900
|
|
|
$
|
27,600
|
|
|
$
|
167,419
|
|
|
|
Three Months Ended March 31, 2019
|
||||||||||||||||||
|
|
New York City
|
|
Northeast
|
|
Southeast
|
|
West
|
|
Total
|
||||||||||
Real Estate Segment Revenues:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commission and other brokerage income - existing home sales
|
|
$
|
65,679
|
|
|
$
|
31,111
|
|
|
$
|
22,971
|
|
|
$
|
18,529
|
|
|
$
|
138,290
|
|
Commission and other brokerage income - 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 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
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
Receivables, which are included in accounts receivable - trade, net
|
$
|
1,567
|
|
|
$
|
2,129
|
|
Contract assets, net, which are included in other current assets
|
3,914
|
|
|
8,766
|
|
||
Payables, which are included in other current liabilities
|
1,109
|
|
|
1,663
|
|
||
Contract liabilities, which are included in other current liabilities
|
4,547
|
|
|
9,358
|
|
||
Contract assets, net, which are included in other assets
|
26,148
|
|
|
18,443
|
|
||
Contract liabilities, which are included in other liabilities
|
34,278
|
|
|
29,045
|
|
3.
|
CURRENT EXPECTED CREDIT LOSSES
|
|
Balance at Beginning of Period
|
|
Current Period Provision
|
|
Write-offs
|
|
Recoveries
|
|
Balance at End of Period
|
|||||||||
Allowance for credit losses:
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||
Real estate broker agent receivables
|
$
|
6,132
|
|
|
$
|
360
|
|
(1)
|
$
|
—
|
|
|
$
|
—
|
|
|
6,492
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
New Valley term loan receivables
|
3,100
|
|
|
1,560
|
|
(2)
|
—
|
|
|
—
|
|
|
4,660
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
4.
|
LEASES
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2020
|
|
2019
|
||||
Operating lease cost
|
$
|
9,424
|
|
|
$
|
8,875
|
|
Short-term lease cost
|
401
|
|
|
234
|
|
||
Variable lease cost
|
567
|
|
|
792
|
|
||
|
|
|
|
||||
Finance lease cost:
|
|
|
|
||||
Amortization
|
38
|
|
|
56
|
|
||
Interest on lease liabilities
|
4
|
|
|
3
|
|
||
Total lease cost
|
$
|
10,434
|
|
|
$
|
9,960
|
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2020
|
|
2019
|
||||
Cash paid for amounts included in measurement of lease liabilities:
|
|
|
|
||||
Operating cash flows from operating leases
|
$
|
9,546
|
|
|
$
|
9,001
|
|
Operating cash flows from finance leases
|
4
|
|
|
3
|
|
||
Financing cash flows from finance leases
|
37
|
|
|
54
|
|
||
|
|
|
|
||||
Right-of-use assets obtained in exchange for lease obligations:
|
|
|
|
||||
Operating leases
|
66
|
|
|
356
|
|
||
Finance leases
|
60
|
|
|
—
|
|
|
March 31,
|
|
December 31,
|
||||
|
2020
|
|
2019
|
||||
Operating leases:
|
|
|
|
||||
Operating lease right-of-use assets
|
$
|
144,630
|
|
|
$
|
149,578
|
|
|
|
|
|
||||
Current operating lease liability
|
$
|
18,098
|
|
|
$
|
18,294
|
|
Non-current operating lease liability
|
152,113
|
|
|
156,963
|
|
||
Total operating lease liabilities
|
$
|
170,211
|
|
|
$
|
175,257
|
|
|
|
|
|
||||
Finance leases:
|
|
|
|
||||
Investments in real estate, net (1)
|
$
|
117
|
|
|
$
|
88
|
|
|
|
|
|
||||
Property, plant and equipment, at cost
|
$
|
137
|
|
|
$
|
127
|
|
Accumulated amortization
|
(36
|
)
|
|
(19
|
)
|
||
Property and equipment, net
|
$
|
101
|
|
|
$
|
108
|
|
|
|
|
|
||||
Current portion of notes payable and long-term debt
|
$
|
80
|
|
|
$
|
86
|
|
Notes payable, long-term debt and other obligations, less current portion
|
138
|
|
|
108
|
|
||
Total finance lease liabilities
|
$
|
218
|
|
|
$
|
194
|
|
|
|
|
|
||||
Weighted average remaining lease term:
|
|
|
|
||||
Operating leases
|
8.35
|
|
|
8.46
|
|
||
Finance leases
|
3.07
|
|
|
3.01
|
|
||
|
|
|
|
||||
Weighted average discount rate:
|
|
|
|
||||
Operating leases
|
10.75
|
%
|
|
10.75
|
%
|
||
Finance leases
|
7.60
|
%
|
|
8.61
|
%
|
(1)
|
Included in Investments in real estate, net on the condensed consolidated balance sheets are financing lease equipment, at cost of $822 and $762 and accumulated amortization of $705 and $674 as of March 31, 2020 and December 31, 2019, respectively.
|
|
Operating Leases
|
|
Finance
Leases
|
||||
Period Ending December 31:
|
|
|
|
|
|
||
Remainder of 2020
|
$
|
26,688
|
|
|
$
|
75
|
|
2021
|
35,467
|
|
|
66
|
|
||
2022
|
32,956
|
|
|
61
|
|
||
2023
|
30,873
|
|
|
35
|
|
||
2024
|
25,421
|
|
|
8
|
|
||
2025
|
20,733
|
|
|
—
|
|
||
Thereafter
|
96,518
|
|
|
—
|
|
||
Total lease payments
|
268,656
|
|
|
245
|
|
||
Less imputed interest
|
(98,445
|
)
|
|
(27
|
)
|
||
Total
|
$
|
170,211
|
|
|
$
|
218
|
|
5.
|
INVENTORIES
|
|
March 31,
2020 |
|
December 31,
2019 |
||||
Leaf tobacco
|
$
|
55,881
|
|
|
$
|
44,516
|
|
Other raw materials
|
5,230
|
|
|
4,669
|
|
||
Work-in-process
|
344
|
|
|
333
|
|
||
Finished goods
|
65,933
|
|
|
71,183
|
|
||
Inventories at current cost
|
127,388
|
|
|
120,701
|
|
||
LIFO adjustments
|
(22,064
|
)
|
|
(21,939
|
)
|
||
|
$
|
105,324
|
|
|
$
|
98,762
|
|
6.
|
INVESTMENT SECURITIES AT FAIR VALUE
|
|
March 31,
2020 |
|
December 31, 2019
|
||||
Debt securities available for sale
|
$
|
72,148
|
|
|
$
|
83,445
|
|
|
|
|
|
||||
Equity securities at fair value:
|
|
|
|
||||
Marketable equity securities
|
10,182
|
|
|
23,819
|
|
||
Mutual funds invested in debt securities
|
21,545
|
|
|
22,377
|
|
||
Total equity securities at fair value
|
31,727
|
|
|
46,196
|
|
||
|
|
|
|
||||
Total investment securities at fair value
|
$
|
103,875
|
|
|
$
|
129,641
|
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2020
|
|
2019
|
||||
Net (losses) gains recognized on equity securities
|
$
|
(11,737
|
)
|
|
$
|
4,740
|
|
Net (losses) gains recognized on debt securities available for sale
|
(117
|
)
|
|
36
|
|
||
Impairment expense
|
(386
|
)
|
|
(3
|
)
|
||
Net (losses) gains recognized on investment securities
|
$
|
(12,240
|
)
|
|
$
|
4,773
|
|
|
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
||||||||
Marketable debt securities
|
$
|
71,578
|
|
|
$
|
570
|
|
|
$
|
—
|
|
|
$
|
72,148
|
|
Investment Type:
|
Fair Value
|
|
Under 1 Year
|
|
1 Year up to 5 Years
|
|
More than 5 Years
|
||||||||
U.S. Government securities
|
$
|
12,798
|
|
|
$
|
6,610
|
|
|
$
|
6,188
|
|
|
$
|
—
|
|
Corporate securities
|
43,871
|
|
|
22,648
|
|
|
21,223
|
|
|
—
|
|
||||
U.S. mortgage-backed securities
|
15,472
|
|
|
13,495
|
|
|
1,977
|
|
|
—
|
|
||||
Commercial mortgage-backed securities
|
7
|
|
|
7
|
|
|
—
|
|
|
—
|
|
||||
Total debt securities available for sale by maturity dates
|
$
|
72,148
|
|
|
$
|
42,760
|
|
|
$
|
29,388
|
|
|
$
|
—
|
|
|
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
||||||||
Marketable debt securities
|
$
|
82,714
|
|
|
$
|
731
|
|
|
$
|
—
|
|
|
$
|
83,445
|
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2020
|
|
2019
|
||||
Gross realized gains on sales
|
$
|
98
|
|
|
$
|
38
|
|
Gross realized losses on sales
|
(215
|
)
|
|
(2
|
)
|
||
Net (losses) gains recognized on debt securities available for sale
|
$
|
(117
|
)
|
|
$
|
36
|
|
|
|
|
|
||||
Impairment expense
|
$
|
(386
|
)
|
|
$
|
(3
|
)
|
|
|
|
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2020
|
|
2019
|
||||
Net (losses) gains recognized on equity securities (1)
|
$
|
(11,737
|
)
|
|
$
|
4,740
|
|
Less: Net (losses) gains recognized on equity securities sold (2)
|
(618
|
)
|
|
132
|
|
||
Net unrealized (losses) gains recognized on equity securities still held at the reporting date
|
$
|
(11,119
|
)
|
|
$
|
4,608
|
|
|
|
|
|
(1)
|
Includes $3,281 of net losses and $3,559 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, 2020 and 2019, respectively. These equity securities are included in the “Long-term investments” line item on the condensed consolidated balance sheets and are further discussed in Note 7.
|
(2)
|
Includes $261 of net losses and $434 of net gains recognized on sales of equity securities at fair value that qualify for the NAV practical expedient during the three months ended March 31, 2020 and 2019, respectively. These equity securities are included in the “Long-term investments” line item on the condensed consolidated balance sheets and are further discussed in Note 7.
|
7.
|
LONG-TERM INVESTMENTS
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
Equity securities at fair value that qualify for the NAV practical expedient
|
$
|
34,417
|
|
|
$
|
45,781
|
|
Equity-method investments
|
12,712
|
|
|
15,942
|
|
||
|
$
|
47,129
|
|
|
$
|
61,723
|
|
|
March 31,
2020 |
|
December 31, 2019
|
||||
Indian Creek Investors LP (“Indian Creek”)
|
$
|
79
|
|
|
$
|
735
|
|
Boyar Value Fund (“Boyar”)
|
7,526
|
|
|
9,989
|
|
||
Optika Fund LLC (“Optika”)
|
5,005
|
|
|
4,785
|
|
||
Ladenburg Thalmann Financial Services Inc. (“LTS”)
|
102
|
|
|
433
|
|
||
|
$
|
12,712
|
|
|
$
|
15,942
|
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2020
|
|
2019
|
||||
Investment income
|
$
|
140
|
|
|
$
|
138
|
|
Expenses
|
112
|
|
|
111
|
|
||
Net investment gain
|
28
|
|
|
27
|
|
||
Total net realized (loss) gain and net change in unrealized (depreciation) appreciation from investments
|
(6,833
|
)
|
|
1,875
|
|
||
Net (decrease) increase in partners’ capital resulting from operations
|
$
|
(6,805
|
)
|
|
$
|
1,902
|
|
8.
|
NEW VALLEY LLC
|
|
Range of Ownership (1)
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
Condominium and Mixed Use Development:
|
|
|
|
|
|
||||
New York City SMSA
|
3.1% - 49.5%
|
|
$
|
47,658
|
|
|
$
|
51,078
|
|
All other U.S. areas
|
15.0% - 77.8%
|
|
52,830
|
|
|
55,842
|
|
||
|
|
|
100,488
|
|
|
106,920
|
|
||
Hotels:
|
|
|
|
|
|
||||
New York City SMSA
|
1.0% - 18.4%
|
|
2,355
|
|
|
2,462
|
|
||
International
|
49.0%
|
|
1,700
|
|
|
2,161
|
|
||
|
|
|
4,055
|
|
|
4,623
|
|
||
Commercial:
|
|
|
|
|
|
||||
New York City SMSA
|
49.0%
|
|
1,776
|
|
|
1,852
|
|
||
All other U.S. areas
|
1.6%
|
|
7,832
|
|
|
7,634
|
|
||
|
|
|
9,608
|
|
|
9,486
|
|
||
|
|
|
|
|
|
||||
Other:
|
15.0% - 49.0%
|
|
10,716
|
|
|
10,527
|
|
||
Investments in real estate ventures
|
|
|
$
|
124,867
|
|
|
$
|
131,556
|
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2020
|
|
2019
|
||||
Condominium and Mixed Use Development:
|
|
|
|
||||
New York City SMSA
|
$
|
495
|
|
|
$
|
500
|
|
|
|
|
|
||||
Hotels:
|
|
|
|
||||
New York City SMSA
|
—
|
|
|
172
|
|
||
|
|
|
|
||||
Other:
|
178
|
|
|
199
|
|
||
Total contributions
|
$
|
673
|
|
|
$
|
871
|
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2020
|
|
2019
|
||||
Condominium and Mixed Use Development:
|
|
|
|
||||
New York City SMSA
|
$
|
1,036
|
|
|
$
|
571
|
|
All other U.S. areas
|
996
|
|
|
—
|
|
||
|
2,032
|
|
|
571
|
|
||
Hotels:
|
|
|
|
||||
New York City SMSA
|
—
|
|
|
784
|
|
||
|
—
|
|
|
784
|
|
||
Commercial:
|
|
|
|
||||
New York City SMSA
|
3
|
|
|
6
|
|
||
All other U.S. areas
|
52
|
|
|
58
|
|
||
|
55
|
|
|
64
|
|
||
|
|
|
|
||||
Other
|
23
|
|
|
1,098
|
|
||
Total distributions
|
$
|
2,110
|
|
|
$
|
2,517
|
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2020
|
|
2019
|
||||
Condominium and Mixed Use Development:
|
|
|
|
||||
New York City SMSA
|
$
|
(3,347
|
)
|
|
$
|
(2,106
|
)
|
All other U.S. areas
|
(2,799
|
)
|
|
(108
|
)
|
||
|
(6,146
|
)
|
|
(2,214
|
)
|
||
Hotels:
|
|
|
|
||||
New York City SMSA
|
(107
|
)
|
|
(708
|
)
|
||
International
|
(461
|
)
|
|
(486
|
)
|
||
|
(568
|
)
|
|
(1,194
|
)
|
||
Commercial:
|
|
|
|
||||
New York City SMSA
|
(74
|
)
|
|
(121
|
)
|
||
All other U.S. areas
|
249
|
|
|
292
|
|
||
|
175
|
|
|
171
|
|
||
|
|
|
|
||||
Other:
|
34
|
|
|
798
|
|
||
Equity in losses from real estate ventures
|
$
|
(6,505
|
)
|
|
$
|
(2,439
|
)
|
|
March 31, 2020
|
||
Condominium and Mixed Use Development:
|
|
||
New York City SMSA
|
$
|
47,658
|
|
All other U.S. areas
|
52,830
|
|
|
|
100,488
|
|
|
Hotels:
|
|
||
New York City SMSA
|
2,355
|
|
|
International
|
1,700
|
|
|
|
4,055
|
|
|
Commercial:
|
|
||
New York City SMSA
|
1,776
|
|
|
All other U.S. areas
|
7,832
|
|
|
|
9,608
|
|
|
|
|
||
Other:
|
24,637
|
|
|
Total maximum exposure to loss
|
$
|
138,788
|
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2020
|
|
2019
|
||||
Income Statement
|
|
|
|
||||
Revenue
|
$
|
35,134
|
|
|
$
|
—
|
|
Other expenses
|
42,520
|
|
|
3,361
|
|
||
Loss from continuing operations
|
$
|
(7,386
|
)
|
|
$
|
(3,361
|
)
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2020
|
|
2019
|
||||
Income Statement
|
|
|
|
||||
Revenue
|
$
|
13,447
|
|
|
$
|
13,421
|
|
Other expenses
|
$
|
19,261
|
|
|
$
|
19,395
|
|
Loss from continuing operations
|
$
|
(5,814
|
)
|
|
$
|
(5,974
|
)
|
|
March 31,
2020 |
|
December 31,
2019 |
||||
Escena, net
|
$
|
9,961
|
|
|
$
|
9,972
|
|
Sagaponack
|
18,685
|
|
|
18,345
|
|
||
Investments in real estate, net
|
$
|
28,646
|
|
|
$
|
28,317
|
|
|
March 31,
2020 |
|
December 31,
2019 |
||||
Land and land improvements
|
$
|
8,911
|
|
|
$
|
8,910
|
|
Building and building improvements
|
1,926
|
|
|
1,926
|
|
||
Other
|
1,706
|
|
|
1,659
|
|
||
|
12,543
|
|
|
12,495
|
|
||
Less accumulated depreciation
|
(2,582
|
)
|
|
(2,523
|
)
|
||
|
$
|
9,961
|
|
|
$
|
9,972
|
|
9.
|
NOTES PAYABLE, LONG-TERM DEBT AND OTHER OBLIGATIONS
|
|
March 31,
2020 |
|
December 31,
2019 |
||||
Vector:
|
|
|
|
||||
6.125% Senior Secured Notes due 2025
|
$
|
850,000
|
|
|
$
|
850,000
|
|
10.5% Senior Notes due 2026, net of unamortized discount of $3,308 and $3,392
|
551,692
|
|
|
551,608
|
|
||
5.5% Variable Interest Senior Convertible Debentures due 2020, net of unamortized discount of $759 and $5,276*
|
168,851
|
|
|
164,334
|
|
||
Liggett:
|
|
|
|
||||
Revolving credit facility
|
24,498
|
|
|
34,952
|
|
||
Equipment loans
|
245
|
|
|
347
|
|
||
Other
|
27,639
|
|
|
30,146
|
|
||
Notes payable, long-term debt and other obligations
|
1,622,925
|
|
|
1,631,387
|
|
||
Less:
|
|
|
|
||||
Debt issuance costs
|
(23,771
|
)
|
|
(24,902
|
)
|
||
Total notes payable, long-term debt and other obligations
|
1,599,154
|
|
|
1,606,485
|
|
||
Less:
|
|
|
|
||||
Current maturities
|
(203,537
|
)
|
|
(209,269
|
)
|
||
Amount due after one year
|
$
|
1,395,617
|
|
|
$
|
1,397,216
|
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2020
|
|
2019
|
||||
Amortization of debt discount, net
|
$
|
4,600
|
|
|
$
|
8,528
|
|
Amortization of debt issuance costs
|
1,158
|
|
|
1,185
|
|
||
|
$
|
5,758
|
|
|
$
|
9,713
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||||||||||
|
Carrying
|
|
Fair
|
|
Carrying
|
|
Fair
|
||||||||
|
Value
|
|
Value
|
|
Value
|
|
Value
|
||||||||
Senior Notes
|
$
|
1,401,692
|
|
|
$
|
1,236,925
|
|
|
$
|
1,401,608
|
|
|
$
|
1,409,920
|
|
Variable Interest Senior Convertible Debt
|
168,851
|
|
|
169,271
|
|
|
164,334
|
|
|
176,289
|
|
||||
Liggett and other
|
52,382
|
|
|
52,396
|
|
|
65,445
|
|
|
65,456
|
|
||||
Notes payable and long-term debt
|
$
|
1,622,925
|
|
(1)
|
$
|
1,458,592
|
|
|
$
|
1,631,387
|
|
(1)
|
$
|
1,651,665
|
|
10.
|
CONTINGENCIES
|
State
|
|
Number
of Cases
|
Florida
|
|
35
|
Illinois
|
|
8
|
Nevada
|
|
5
|
Louisiana
|
|
2
|
New York
|
|
2
|
West Virginia
|
|
2
|
Ohio
|
|
1
|
•
|
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.
|
|
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, 2020
|
$
|
34,116
|
|
|
$
|
4,249
|
|
|
$
|
38,365
|
|
|
$
|
17,275
|
|
|
$
|
20,594
|
|
|
$
|
37,869
|
|
Expenses
|
43,464
|
|
|
(25
|
)
|
|
43,439
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Change in MSA obligations capitalized as inventory
|
(295
|
)
|
|
—
|
|
|
(295
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Payments
|
—
|
|
|
(4,271
|
)
|
|
(4,271
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Reclassification to/(from) non-current liabilities
|
—
|
|
|
3,252
|
|
|
3,252
|
|
|
—
|
|
|
(3,252
|
)
|
|
(3,252
|
)
|
||||||
Interest on withholding
|
—
|
|
|
150
|
|
|
150
|
|
|
—
|
|
|
459
|
|
|
459
|
|
||||||
Balance as of March 31, 2020
|
$
|
77,285
|
|
|
$
|
3,355
|
|
|
$
|
80,640
|
|
|
$
|
17,275
|
|
|
$
|
17,801
|
|
|
$
|
35,076
|
|
|
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
|
|
11.
|
GOODWILL AND OTHER INTANGIBLE ASSETS
|
|
|
December 31,
2019 |
|
Impairment Losses
|
|
Amortization
|
|
March 31,
2020 |
||||||||
Goodwill
|
|
$
|
78,008
|
|
|
$
|
(46,252
|
)
|
|
$
|
—
|
|
|
$
|
31,756
|
|
|
|
|
|
|
|
|
|
|
||||||||
Indefinite life intangibles:
|
|
|
|
|
|
|
|
|
||||||||
Intangible asset associated with benefit under the MSA
|
|
107,511
|
|
|
—
|
|
|
—
|
|
|
107,511
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Trademark - Douglas Elliman
|
|
80,000
|
|
|
(12,000
|
)
|
|
—
|
|
|
68,000
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Intangibles with a finite life, net
|
|
474
|
|
|
—
|
|
|
(42
|
)
|
|
432
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Total goodwill and other intangible assets, net
|
|
$
|
265,993
|
|
|
$
|
(58,252
|
)
|
|
$
|
(42
|
)
|
|
$
|
207,699
|
|
12.
|
EMPLOYEE BENEFIT PLANS
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||||||
|
Three Months Ended
|
|
Three Months Ended
|
||||||||||||
|
March 31,
|
|
March 31,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Service cost — benefits earned during the period
|
$
|
148
|
|
|
$
|
133
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost on projected benefit obligation
|
886
|
|
|
1,215
|
|
|
71
|
|
|
87
|
|
||||
Expected return on assets
|
(967
|
)
|
|
(1,219
|
)
|
|
—
|
|
|
—
|
|
||||
Amortization of prior service cost
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
||||
Amortization of net loss (gain)
|
460
|
|
|
501
|
|
|
4
|
|
|
(44
|
)
|
||||
Net expense
|
$
|
527
|
|
|
$
|
630
|
|
|
$
|
76
|
|
|
$
|
44
|
|
13.
|
INCOME TAXES
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2020
|
|
2019
|
||||
(Loss) income before provision for income taxes
|
$
|
(4,209
|
)
|
|
$
|
21,782
|
|
Income tax expense using estimated annual effective income tax rate
|
308
|
|
|
6,863
|
|
||
Impact of discrete items, net
|
(1,286
|
)
|
|
(114
|
)
|
||
Income tax (benefit) expense
|
$
|
(978
|
)
|
|
$
|
6,749
|
|
14.
|
INVESTMENTS AND FAIR VALUE MEASUREMENTS
|
|
|
Fair Value Measurements as of March 31, 2020
|
||||||||||||||
Description
|
|
Total
|
|
Quoted Prices in Active Markets for Identical Assets
(Level 1) |
|
Significant Other Observable Inputs (Level 2) |
|
Significant Unobservable Inputs (Level 3) |
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Money market funds (1)
|
|
$
|
395,861
|
|
|
$
|
395,861
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
Commercial paper (1)
|
|
53,407
|
|
|
—
|
|
|
53,407
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Certificates of deposit (2)
|
|
2,100
|
|
|
—
|
|
|
2,100
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Money market funds securing legal bonds (2)
|
|
535
|
|
|
535
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Investment securities at fair value
|
|
|
|
|
|
|
|
|
||||||||
Equity securities at fair value
|
|
|
|
|
|
|
|
|
||||||||
Marketable equity securities
|
|
10,182
|
|
|
10,182
|
|
|
—
|
|
|
—
|
|
||||
Mutual funds invested in debt securities
|
|
21,545
|
|
|
21,545
|
|
|
—
|
|
|
—
|
|
||||
Total equity securities at fair value
|
|
31,727
|
|
|
31,727
|
|
|
—
|
|
|
—
|
|
||||
Debt securities available for sale
|
|
|
|
|
|
|
|
|
||||||||
U.S. government securities
|
|
12,798
|
|
|
—
|
|
|
12,798
|
|
|
—
|
|
||||
Corporate securities
|
|
43,871
|
|
|
—
|
|
|
43,871
|
|
|
—
|
|
||||
U.S. government and federal agency
|
|
15,472
|
|
|
—
|
|
|
15,472
|
|
|
—
|
|
||||
Commercial mortgage-backed securities
|
|
7
|
|
|
—
|
|
|
7
|
|
|
—
|
|
||||
Total debt securities available for sale
|
|
72,148
|
|
|
—
|
|
|
72,148
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Total investment securities at fair value
|
|
103,875
|
|
|
31,727
|
|
|
72,148
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Long-term investments
|
|
|
|
|
|
|
|
|
||||||||
Equity securities at fair value that qualify for the NAV practical expedient (3)
|
|
34,417
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total
|
|
$
|
590,195
|
|
|
$
|
428,123
|
|
|
$
|
127,655
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Fair value of contingent liability
|
|
$
|
1,082
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,082
|
|
Fair value of derivatives embedded within convertible debt
|
|
1,669
|
|
|
—
|
|
|
—
|
|
|
1,669
|
|
||||
Total
|
|
$
|
2,751
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,751
|
|
(1)
|
Amounts included in Cash and cash equivalents on the condensed consolidated balance sheet, except for $4,198 that is included in Other current assets and $3,160 that is included in Other 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, 2019
|
||||||||||||||
Description
|
|
Total
|
|
Quoted Prices in Active Markets for Identical Assets
(Level 1) |
|
Significant Other Observable Inputs (Level 2) |
|
Significant Unobservable Inputs (Level 3) |
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Money market funds (1)
|
|
$
|
307,655
|
|
|
$
|
307,655
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
Commercial paper (1)
|
|
47,328
|
|
|
—
|
|
|
47,328
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Certificates of deposit (2)
|
|
2,193
|
|
|
—
|
|
|
2,193
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Money market funds securing legal bonds (2)
|
|
535
|
|
|
535
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Investment securities at fair value
|
|
|
|
|
|
|
|
|
||||||||
Equity securities at fair value
|
|
|
|
|
|
|
|
|
||||||||
Marketable equity securities
|
|
23,819
|
|
|
23,819
|
|
|
—
|
|
|
—
|
|
||||
Mutual funds invested in debt securities
|
|
22,377
|
|
|
22,377
|
|
|
—
|
|
|
—
|
|
||||
Total equity securities at fair value
|
|
46,196
|
|
|
46,196
|
|
|
—
|
|
|
—
|
|
||||
Debt securities available for sale
|
|
|
|
|
|
|
|
|
||||||||
U.S. government securities
|
|
14,660
|
|
|
—
|
|
|
14,660
|
|
|
—
|
|
||||
Corporate securities
|
|
54,413
|
|
|
—
|
|
|
54,413
|
|
|
—
|
|
||||
U.S. government and federal agency
|
|
6,816
|
|
|
—
|
|
|
6,816
|
|
|
—
|
|
||||
Commercial mortgage-backed securities
|
|
382
|
|
|
—
|
|
|
382
|
|
|
—
|
|
||||
Commercial paper
|
|
5,887
|
|
|
—
|
|
|
5,887
|
|
|
—
|
|
||||
Index-linked U.S. bonds
|
|
779
|
|
|
—
|
|
|
779
|
|
|
—
|
|
||||
Foreign fixed-income securities
|
|
508
|
|
|
—
|
|
|
508
|
|
|
—
|
|
||||
Total debt securities available for sale
|
|
83,445
|
|
|
—
|
|
|
83,445
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Total investment securities at fair value
|
|
129,641
|
|
|
46,196
|
|
|
83,445
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Long-term investments
|
|
|
|
|
|
|
|
|
||||||||
Equity securities at fair value that qualify for the NAV practical expedient (3)
|
|
45,781
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total
|
|
$
|
533,133
|
|
|
$
|
354,386
|
|
|
$
|
132,966
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Fair value of contingent liability
|
|
$
|
3,147
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,147
|
|
Fair value of derivatives embedded within convertible debt
|
|
4,999
|
|
|
—
|
|
|
—
|
|
|
4,999
|
|
||||
Total
|
|
$
|
8,146
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,146
|
|
(1)
|
Amounts included in Cash and cash equivalents on the condensed consolidated balance sheet, except for $4,423 that is included in current restricted assets and $3,160 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.
|
|
|
Quantitative Information about Level 3 Fair Value Measurements
|
||||||||||
|
|
Fair Value at
|
|
|
|
|
|
|
||||
|
|
March 31,
2020 |
|
Valuation Technique
|
|
Unobservable Input
|
|
Range (Actual)
|
||||
|
|
|
|
|
|
|
|
|
||||
Fair value of derivatives embedded within convertible debt
|
|
$
|
1,669
|
|
|
Discounted cash flow
|
|
Assumed annual stock dividend
|
|
—
|
%
|
|
|
|
|
|
|
|
Assumed remaining cash dividends per quarter
|
|
$
|
0.20
|
|
||
|
|
|
|
|
|
Stock price
|
|
$
|
9.42
|
|
||
|
|
|
|
|
|
Convertible trading price (as a percentage of par value)
|
|
99.80
|
%
|
|||
|
|
|
|
|
|
Volatility
|
|
56.12
|
%
|
|||
|
|
|
|
|
|
Risk-free rate
|
|
Term structure of US Treasury Securities
|
||||
|
|
|
|
|
|
Implied credit spread
|
|
7.8% - 5.8% (6.8%)
|
|
|||
|
|
|
|
|
|
|
|
|
||||
Fair value of contingent liability
|
|
$
|
1,082
|
|
|
Monte Carlo simulation model
|
|
Estimated fair value of the Douglas Elliman reporting unit
|
|
$
|
169,000
|
|
|
|
|
|
|
|
Risk-free rate for a 2.75 year term
|
|
0.27
|
%
|
|||
|
|
|
|
|
|
Leverage-adjusted equity volatility of peer firms
|
|
52.87
|
%
|
|
|
Quantitative Information about Level 3 Fair Value Measurements
|
||||||||||
|
|
Fair Value at
|
|
|
|
|
|
|
||||
|
|
December 31,
2019 |
|
Valuation Technique
|
|
Unobservable Input
|
|
Range (Actual)
|
||||
|
|
|
|
|
|
|
|
|
||||
Fair value of derivatives embedded within convertible debt
|
|
$
|
4,999
|
|
|
Discounted cash flow
|
|
Assumed annual stock dividend
|
|
5
|
%
|
|
|
|
|
|
|
|
Assumed remaining cash dividends - Q4 2019 and Q1 2020
|
|
$0.40/$0.20
|
|
|||
|
|
|
|
|
|
Stock price
|
|
$
|
13.39
|
|
||
|
|
|
|
|
|
Convertible trading price (as a percentage of par value)
|
|
103.94
|
%
|
|||
|
|
|
|
|
|
Volatility
|
|
36.94
|
%
|
|||
|
|
|
|
|
|
Risk-free rate
|
|
Term structure of US Treasury Securities
|
||||
|
|
|
|
|
|
Implied credit spread
|
|
1.0% - 3.0% (2.0%)
|
|
|||
|
|
|
|
|
|
|
|
|
||||
Fair value of contingent liability
|
|
$
|
3,147
|
|
|
Monte Carlo simulation model
|
|
Estimated fair value of the Douglas Elliman reporting unit
|
|
$
|
271,500
|
|
|
|
|
|
|
|
Risk-free rate for a 3-year term
|
|
1.61
|
%
|
|||
|
|
|
|
|
|
Leverage-adjusted equity volatility of peer firms
|
|
35.56
|
%
|
|
|
|
|
Fair Value Measurement Using:
|
||||||||||||||||
|
|
Year Ended December 31,
2019 |
|
|
|
Quoted Prices in Active Markets for Identical Assets
(Level 1) |
|
Significant Other Observable Inputs (Level 2) |
|
Significant Unobservable Inputs (Level 3) |
||||||||||
Description
|
|
Impairment Charge
|
|
Total
|
|
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Investments in real estate ventures
|
|
$
|
39,757
|
|
|
$
|
18,335
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
18,335
|
|
15.
|
SEGMENT INFORMATION
|
|
|
|
Real
|
|
Corporate
|
|
|
||||||||
|
Tobacco
|
|
Estate
|
|
and Other
|
|
Total
|
||||||||
Three months ended March 31, 2020
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
287,069
|
|
|
$
|
167,419
|
|
|
$
|
—
|
|
|
$
|
454,488
|
|
Operating income (loss)
|
69,186
|
|
|
(67,475
|
)
|
|
(6,615
|
)
|
|
(4,904
|
)
|
||||
Equity in losses from real estate ventures
|
—
|
|
|
(6,505
|
)
|
|
—
|
|
|
(6,505
|
)
|
||||
Depreciation and amortization
|
2,042
|
|
|
2,313
|
|
|
220
|
|
|
4,575
|
|
||||
Capital expenditures
|
2,749
|
|
|
2,119
|
|
|
20
|
|
|
4,888
|
|
||||
|
|
|
|
|
|
|
|
|
|||||||
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
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
March 31, 2020
|
|
|
||||||||||||||
|
|
|
|
|
Subsidiary
|
|
|
|
Consolidated
|
||||||||||
|
Parent/
|
|
Subsidiary
|
|
Non-
|
|
Consolidating
|
|
Vector Group
|
||||||||||
|
Issuer
|
|
Guarantors
|
|
Guarantors
|
|
Adjustments
|
|
Ltd.
|
||||||||||
ASSETS:
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
348,020
|
|
|
$
|
69,090
|
|
|
$
|
50,154
|
|
|
$
|
—
|
|
|
$
|
467,264
|
|
Investment securities at fair value
|
103,875
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
103,875
|
|
|||||
Accounts receivable - trade, net
|
—
|
|
|
20,133
|
|
|
19,320
|
|
|
—
|
|
|
39,453
|
|
|||||
Intercompany receivables
|
45,501
|
|
|
—
|
|
|
—
|
|
|
(45,501
|
)
|
|
—
|
|
|||||
Inventories
|
—
|
|
|
105,324
|
|
|
—
|
|
|
—
|
|
|
105,324
|
|
|||||
Income taxes receivable, net
|
—
|
|
|
—
|
|
|
4,192
|
|
|
(4,192
|
)
|
|
—
|
|
|||||
Other current assets
|
2,687
|
|
|
7,889
|
|
|
27,375
|
|
|
—
|
|
|
37,951
|
|
|||||
Total current assets
|
500,083
|
|
|
202,436
|
|
|
101,041
|
|
|
(49,693
|
)
|
|
753,867
|
|
|||||
Property, plant and equipment, net
|
426
|
|
|
34,195
|
|
|
45,713
|
|
|
—
|
|
|
80,334
|
|
|||||
Investments in real estate, net
|
—
|
|
|
—
|
|
|
28,646
|
|
|
—
|
|
|
28,646
|
|
|||||
Long-term investments (of which $34,417 were carried at fair value)
|
47,129
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
47,129
|
|
|||||
Investments in real estate ventures
|
—
|
|
|
—
|
|
|
124,867
|
|
|
—
|
|
|
124,867
|
|
|||||
Operating lease right of use assets
|
6,807
|
|
|
4,329
|
|
|
133,494
|
|
|
—
|
|
|
144,630
|
|
|||||
Investments in consolidated subsidiaries
|
367,680
|
|
|
169,000
|
|
|
—
|
|
|
(536,680
|
)
|
|
—
|
|
|||||
Goodwill and other intangible assets, net
|
—
|
|
|
107,511
|
|
|
100,188
|
|
|
—
|
|
|
207,699
|
|
|||||
Other assets
|
15,038
|
|
|
46,915
|
|
|
45,696
|
|
|
—
|
|
|
107,649
|
|
|||||
Total assets
|
$
|
937,163
|
|
|
$
|
564,386
|
|
|
$
|
579,645
|
|
|
$
|
(586,373
|
)
|
|
$
|
1,494,821
|
|
LIABILITIES AND STOCKHOLDERS' DEFICIENCY:
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Current portion of notes payable and long-term debt
|
$
|
168,793
|
|
|
$
|
34,661
|
|
|
$
|
10,083
|
|
|
$
|
(10,000
|
)
|
|
$
|
203,537
|
|
Current portion of fair value of derivatives embedded within convertible debt
|
1,669
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,669
|
|
|||||
Intercompany payables
|
—
|
|
|
351
|
|
|
45,150
|
|
|
(45,501
|
)
|
|
—
|
|
|||||
Income taxes payable, net
|
16,710
|
|
|
9,474
|
|
|
—
|
|
|
(4,192
|
)
|
|
21,992
|
|
|||||
Current payments due under the Master Settlement Agreement
|
—
|
|
|
77,285
|
|
|
—
|
|
|
—
|
|
|
77,285
|
|
|||||
Current operating lease liability
|
629
|
|
|
1,838
|
|
|
15,631
|
|
|
—
|
|
|
18,098
|
|
|||||
Other current liabilities
|
46,960
|
|
|
100,294
|
|
|
45,600
|
|
|
(114
|
)
|
|
192,740
|
|
|||||
Total current liabilities
|
234,761
|
|
|
223,903
|
|
|
116,464
|
|
|
(59,807
|
)
|
|
515,321
|
|
|||||
Notes payable, long-term debt and other obligations, less current portion
|
1,377,979
|
|
|
17,583
|
|
|
17,555
|
|
|
(17,500
|
)
|
|
1,395,617
|
|
|||||
Non-current employee benefits
|
51,202
|
|
|
9,509
|
|
|
—
|
|
|
—
|
|
|
60,711
|
|
|||||
Deferred income taxes, net
|
(15,339
|
)
|
|
22,721
|
|
|
9,018
|
|
|
—
|
|
|
16,400
|
|
|||||
Non-current operating lease liability
|
7,179
|
|
|
3,068
|
|
|
141,866
|
|
|
—
|
|
|
152,113
|
|
|||||
Other liabilities, including litigation accruals and payments due under the Master Settlement Agreement
|
380
|
|
|
36,160
|
|
|
38,200
|
|
|
(1,082
|
)
|
|
73,658
|
|
|||||
Total liabilities
|
1,656,162
|
|
|
312,944
|
|
|
323,103
|
|
|
(78,389
|
)
|
|
2,213,820
|
|
|||||
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Stockholders' (deficiency) equity attributed to Vector Group Ltd.
|
(718,999
|
)
|
|
251,442
|
|
|
256,542
|
|
|
(507,984
|
)
|
|
(718,999
|
)
|
|||||
Non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total stockholders' (deficiency) equity
|
(718,999
|
)
|
|
251,442
|
|
|
256,542
|
|
|
(507,984
|
)
|
|
(718,999
|
)
|
|||||
Total liabilities and stockholders' deficiency
|
$
|
937,163
|
|
|
$
|
564,386
|
|
|
$
|
579,645
|
|
|
$
|
(586,373
|
)
|
|
$
|
1,494,821
|
|
|
|
|
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
|
|
|
|
|
Three Months Ended March 31, 2020
|
|
|
||||||||||||||
|
|
|
|
|
Subsidiary
|
|
|
|
Consolidated
|
||||||||||
|
Parent/
|
|
Subsidiary
|
|
Non-
|
|
Consolidating
|
|
Vector Group
|
||||||||||
|
Issuer
|
|
Guarantors
|
|
Guarantors
|
|
Adjustments
|
|
Ltd.
|
||||||||||
Revenues
|
$
|
—
|
|
|
$
|
287,188
|
|
|
$
|
167,419
|
|
|
$
|
(119
|
)
|
|
$
|
454,488
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of sales
|
—
|
|
|
197,290
|
|
|
113,333
|
|
|
—
|
|
|
310,623
|
|
|||||
Operating, selling, administrative and general expenses
|
9,164
|
|
|
18,061
|
|
|
63,411
|
|
|
(119
|
)
|
|
90,517
|
|
|||||
Litigation settlement and judgment expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Impairments of goodwill and intangible assets
|
—
|
|
|
—
|
|
|
58,252
|
|
|
—
|
|
|
58,252
|
|
|||||
Management fee expense
|
—
|
|
|
3,114
|
|
|
—
|
|
|
(3,114
|
)
|
|
—
|
|
|||||
Operating (loss) income
|
(9,164
|
)
|
|
68,723
|
|
|
(67,577
|
)
|
|
3,114
|
|
|
(4,904
|
)
|
|||||
Other income (expenses):
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
(34,739
|
)
|
|
(886
|
)
|
|
(116
|
)
|
|
114
|
|
|
(35,627
|
)
|
|||||
Change in fair value of derivatives embedded within convertible debt
|
3,330
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,330
|
|
|||||
Equity in losses from real estate ventures
|
—
|
|
|
—
|
|
|
(6,505
|
)
|
|
—
|
|
|
(6,505
|
)
|
|||||
Equity in earnings from investments
|
50,152
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
50,152
|
|
|||||
Equity in losses in consolidated subsidiaries
|
(3,341
|
)
|
|
(69,040
|
)
|
|
—
|
|
|
72,381
|
|
|
—
|
|
|||||
Management fee income
|
3,114
|
|
|
—
|
|
|
—
|
|
|
(3,114
|
)
|
|
—
|
|
|||||
Other, net
|
(10,854
|
)
|
|
2,307
|
|
|
(43
|
)
|
|
(2,065
|
)
|
|
(10,655
|
)
|
|||||
(Loss) income before provision for income taxes
|
(1,502
|
)
|
|
1,104
|
|
|
(74,241
|
)
|
|
70,430
|
|
|
(4,209
|
)
|
|||||
Income tax (expense) benefit
|
(1,729
|
)
|
|
(17,102
|
)
|
|
19,809
|
|
|
—
|
|
|
978
|
|
|||||
Net loss
|
(3,231
|
)
|
|
(15,998
|
)
|
|
(54,432
|
)
|
|
70,430
|
|
|
(3,231
|
)
|
|||||
Net loss attributed to Vector Group Ltd.
|
$
|
(3,231
|
)
|
|
$
|
(15,998
|
)
|
|
$
|
(54,432
|
)
|
|
$
|
70,430
|
|
|
$
|
(3,231
|
)
|
Comprehensive loss attributed to Vector Group Ltd.
|
$
|
(3,009
|
)
|
|
$
|
(15,849
|
)
|
|
$
|
(54,432
|
)
|
|
$
|
70,281
|
|
|
$
|
(3,009
|
)
|
|
|
|
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
|
)
|
|
—
|
|
|||||
Management fee income
|
2,993
|
|
|
—
|
|
|
—
|
|
|
(2,993
|
)
|
|
—
|
|
|||||
Other, net
|
6,583
|
|
|
153
|
|
|
704
|
|
|
—
|
|
|
7,440
|
|
|||||
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, 2020
|
|
|
||||||||||||||
|
|
|
|
|
Subsidiary
|
|
|
|
Consolidated
|
||||||||||
|
Parent/
|
|
Subsidiary
|
|
Non-
|
|
Consolidating
|
|
Vector Group
|
||||||||||
|
Issuer
|
|
Guarantors
|
|
Guarantors
|
|
Adjustments
|
|
Ltd.
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
82,846
|
|
|
$
|
105,213
|
|
|
$
|
(19,478
|
)
|
|
$
|
(53,272
|
)
|
|
$
|
115,309
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Sale of investment securities
|
16,672
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,672
|
|
|||||
Maturities of investment securities
|
15,616
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,616
|
|
|||||
Purchase of investment securities
|
(15,798
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,798
|
)
|
|||||
Proceeds from sale or liquidation of long-term investments
|
19,544
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19,544
|
|
|||||
Purchase of long-term investments
|
(5,238
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,238
|
)
|
|||||
Investments in real estate ventures
|
—
|
|
|
—
|
|
|
(673
|
)
|
|
—
|
|
|
(673
|
)
|
|||||
Distributions from investments in real estate ventures
|
—
|
|
|
—
|
|
|
1,036
|
|
|
—
|
|
|
1,036
|
|
|||||
Increase in cash surrender value of life insurance policies
|
49
|
|
|
(307
|
)
|
|
—
|
|
|
—
|
|
|
(258
|
)
|
|||||
(Increase) decrease in restricted assets
|
(7
|
)
|
|
100
|
|
|
—
|
|
|
—
|
|
|
93
|
|
|||||
Investments in subsidiaries
|
(6,054
|
)
|
|
—
|
|
|
—
|
|
|
6,054
|
|
|
—
|
|
|||||
Capital expenditures
|
(20
|
)
|
|
(2,749
|
)
|
|
(2,119
|
)
|
|
—
|
|
|
(4,888
|
)
|
|||||
Pay downs of investment securities
|
202
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
202
|
|
|||||
Investments in real estate, net
|
—
|
|
|
—
|
|
|
(340
|
)
|
|
—
|
|
|
(340
|
)
|
|||||
Net cash provided by (used in) investing activities
|
24,966
|
|
|
(2,956
|
)
|
|
(2,096
|
)
|
|
6,054
|
|
|
25,968
|
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from issuance of debt
|
—
|
|
|
—
|
|
|
36
|
|
|
—
|
|
|
36
|
|
|||||
Repayments of debt
|
—
|
|
|
(101
|
)
|
|
(2,537
|
)
|
|
—
|
|
|
(2,638
|
)
|
|||||
Borrowings under revolver
|
—
|
|
|
126,603
|
|
|
—
|
|
|
—
|
|
|
126,603
|
|
|||||
Repayments on revolver
|
—
|
|
|
(137,056
|
)
|
|
—
|
|
|
—
|
|
|
(137,056
|
)
|
|||||
Capital contributions received
|
—
|
|
|
350
|
|
|
5,704
|
|
|
(6,054
|
)
|
|
—
|
|
|||||
Intercompany dividends paid
|
—
|
|
|
(50,139
|
)
|
|
(3,133
|
)
|
|
53,272
|
|
|
—
|
|
|||||
Dividends and distributions on common stock
|
(32,074
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(32,074
|
)
|
|||||
Distributions to non-controlling interest
|
—
|
|
|
—
|
|
|
(448
|
)
|
|
—
|
|
|
(448
|
)
|
|||||
Net cash used in financing activities
|
(32,074
|
)
|
|
(60,343
|
)
|
|
(378
|
)
|
|
47,218
|
|
|
(45,577
|
)
|
|||||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
75,738
|
|
|
41,914
|
|
|
(21,952
|
)
|
|
—
|
|
|
95,700
|
|
|||||
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
|
$
|
348,020
|
|
|
$
|
69,644
|
|
|
$
|
57,512
|
|
|
$
|
—
|
|
|
$
|
475,176
|
|
|
|
|
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
|
)
|
|||||
Investments in real estate, net
|
—
|
|
|
—
|
|
|
(641
|
)
|
|
—
|
|
|
(641
|
)
|
|||||
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
|
)
|
|||||
Pay downs of investment securities
|
258
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
258
|
|
|||||
Investments in subsidiaries
|
(1,794
|
)
|
|
—
|
|
|
|
|
|
1,794
|
|
|
—
|
|
|||||
Capital expenditures
|
—
|
|
|
(1,638
|
)
|
|
(2,187
|
)
|
|
—
|
|
|
(3,825
|
)
|
|||||
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
|
|
•
|
Tobacco: the manufacture and sale of cigarettes in the United States through our Liggett Group LLC (“Liggett”) and Vector Tobacco Inc. (“Vector Tobacco”) subsidiaries, and
|
•
|
Real Estate: the real estate business through our subsidiary New Valley LLC (“New Valley”), which (i) owns Douglas Elliman Realty, LLC (“Douglas Elliman”), (ii) has interests in numerous real estate projects across the United States and (iii) is seeking to acquire or invest in additional real estate properties or projects. Douglas Elliman operates the largest residential brokerage company in the New York metropolitan area and also conducts residential real estate brokerage operations in Florida, California, Connecticut, Massachusetts, Colorado, New Jersey and Texas.
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2020
|
|
2019
|
||||
Revenues:
|
|
|
|
||||
Tobacco
|
$
|
287,069
|
|
|
$
|
256,756
|
|
Real estate
|
167,419
|
|
|
164,168
|
|
||
Total revenues
|
$
|
454,488
|
|
|
$
|
420,924
|
|
Operating income (loss):
|
|
|
|
||||
Tobacco
|
$
|
69,186
|
|
|
$
|
60,144
|
|
Real estate
|
(67,475
|
)
|
|
(10,409
|
)
|
||
Corporate and Other
|
(6,615
|
)
|
|
(7,145
|
)
|
||
Total operating income
|
$
|
(4,904
|
)
|
|
$
|
42,590
|
|
|
|
|
Three Months Ended
|
||||||
|
|
|
March 31,
|
||||||
|
|
|
2020
|
|
2019
|
||||
|
|
|
|
|
|||||
Manufacturing overhead, raw materials and labor
|
|
$
|
32,865
|
|
|
$
|
28,475
|
|
|
Customer shipping and handling
|
|
1,472
|
|
|
1,492
|
|
|||
Federal Excise Taxes, net
|
|
113,139
|
|
|
104,633
|
|
|||
FDA expense
|
|
6,350
|
|
|
6,345
|
|
|||
MSA expense, net of market share exemption
|
|
43,464
|
|
|
36,358
|
|
|||
|
Total cost of sales
|
|
$
|
197,290
|
|
|
$
|
177,303
|
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2020
|
|
2019
|
||||
Real Estate Revenues:
|
|
|
|
||||
Commission and other brokerage income
|
$
|
155,966
|
|
|
$
|
152,313
|
|
Property management revenue
|
8,779
|
|
|
8,351
|
|
||
Title fees
|
856
|
|
|
1,233
|
|
||
Sales on facilities primarily from Escena
|
1,818
|
|
|
2,271
|
|
||
Total real estate revenues
|
$
|
167,419
|
|
|
$
|
164,168
|
|
|
|
|
|
||||
Real Estate Cost of Sales:
|
|
|
|
||||
Real estate agent commissions
|
$
|
112,199
|
|
|
$
|
107,350
|
|
Cost of sales on facilities primarily from Escena
|
996
|
|
|
1,087
|
|
||
Title fees
|
138
|
|
|
280
|
|
||
Total real estate cost of sales
|
$
|
113,333
|
|
|
$
|
108,717
|
|
|
(Dollars in Thousands. Area and Unit Information in Ones)
|
||||||||||||||||||||||||||
|
Location
|
Date of Initial Investment
|
Percentage Owned (1)
|
Net Cash Invested (Returned)
|
Cumulative Earnings (Losses)
|
Carrying Value as of March 31, 2020
|
Future Capital Commit-
ments from New Valley (2) |
Projected Residential and/or Hotel Area
|
Projected Commercial Space
|
Projected Number of Residential Lots, Units and/or Hotel Rooms
|
Actual/Projected Construction Start Date
|
Projected Construction End Date
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Sagaponack
|
Sagaponack, NY
|
April 2015
|
100
|
%
|
$
|
18,685
|
|
$
|
—
|
|
$
|
18,685
|
|
$
|
—
|
|
TBD
|
|
|
N/A
|
|
|
1
|
|
R
|
N/A
|
N/A
|
Escena, net
|
Master planned community, golf course, and club house in Palm Springs, CA
|
March 2008
|
100
|
%
|
2,280
|
|
7,681
|
|
9,961
|
|
—
|
|
450
|
|
Acres
|
—
|
|
|
667
450 |
|
R Lots
H |
N/A
|
N/A
|
||||
Investments in real estate, net
|
|
|
|
$
|
20,965
|
|
$
|
7,681
|
|
$
|
28,646
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Investments in real estate ventures:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
10 Madison Square West (1107 Broadway)
|
Flatiron District/NoMad neighborhood, Manhattan, NY
|
October 2011
|
5.0
|
%
|
$
|
(43,671
|
)
|
$
|
43,671
|
|
$
|
—
|
|
$
|
—
|
|
260,000
|
|
SF
|
20,000
|
|
SF
|
124
|
|
R
|
August 2012
|
Completed
|
The Marquand (11 East 68th Street)
|
Upper East Side, Manhattan, NY
|
December 2011
|
18.0
|
%
|
(5,355
|
)
|
5,355
|
|
—
|
|
—
|
|
90,000
|
|
SF
|
—
|
|
|
29
|
|
R
|
June 2012
|
Completed
|
||||
11 Beach Street
|
TriBeCa, Manhattan, NY
|
June 2012
|
49.5
|
%
|
4,790
|
|
5,721
|
|
10,511
|
|
—
|
|
97,000
|
|
SF
|
—
|
|
|
27
|
|
R
|
May 2014
|
Completed
|
||||
20 Times Square (701 Seventh Avenue)
|
Times Square, Manhattan, NY
|
August 2012
|
7.9
|
%
|
(7,827
|
)
|
7,827
|
|
—
|
|
—
|
|
252,000
|
|
SF
|
80,000
|
|
SF
|
452
|
|
H
|
September 2013
|
Completed
|
||||
111 Murray Street
|
TriBeCa, Manhattan, NY
|
May 2013
|
9.5
|
%
|
6,393
|
|
(202
|
)
|
6,191
|
|
—
|
|
330,000
|
|
SF
|
1,700
|
|
SF
|
157
|
|
R
|
September 2014
|
Completed
|
||||
160 Leroy Street
|
West Greenwich Village, Manhattan, NY
|
March 2013
|
3.1
|
%
|
(1,075
|
)
|
1,075
|
|
—
|
|
—
|
|
130,000
|
|
SF
|
—
|
|
|
57
|
|
R
|
Fall 2015
|
Completed
|
||||
The Dutch (25-19 43rd Avenue)
|
Long Island City, NY
|
May 2014
|
9.9
|
%
|
(1,247
|
)
|
1,385
|
|
138
|
|
|
65,000
|
|
SF
|
—
|
|
|
86
|
|
R
|
September 2014
|
Completed
|
|||||
87 Park (8701 Collins Avenue)
|
Miami Beach, FL
|
December 2013
|
15.0
|
%
|
17,355
|
|
3,333
|
|
20,688
|
|
—
|
|
160,000
|
|
SF
|
TBD
|
|
|
70
|
|
R
|
October 2015
|
Completed
|
||||
125 Greenwich Street
|
Financial District, Manhattan, NY
|
August 2014
|
13.4
|
%
|
7,992
|
|
(7,992
|
)
|
—
|
|
—
|
|
306,000
|
|
SF
|
16,000
|
|
SF
|
273
|
|
R
|
March 2015
|
TBD
|
||||
West Hollywood Edition (9040 Sunset Boulevard)
|
West Hollywood, CA
|
October 2014
|
48.5
|
%
|
1,787
|
|
101
|
|
1,888
|
|
—
|
|
210,000
|
|
SF
|
—
|
|
|
20
190 |
|
R
H |
May 2015
|
Completed
|
||||
The XI (76 Eleventh Avenue)
|
West Chelsea, Manhattan, NY
|
May 2015
|
5.1
|
%
|
17,000
|
|
(17,000
|
)
|
—
|
|
—
|
|
630,000
|
|
SF
|
85,000
|
|
SF
|
236
137 |
|
R
H |
September 2016
|
March 2021
|
||||
Monad Terrace
|
Miami Beach, FL
|
May 2015
|
19.7
|
%
|
7,635
|
|
(4,943
|
)
|
2,692
|
|
—
|
|
160,000
|
|
SF
|
—
|
|
|
59
|
|
R
|
May 2016
|
September 2020
|
||||
Takanasee (805 Ocean Ave)
|
Long Branch, NJ
|
December 2015
|
22.8
|
%
|
6,144
|
|
(2,429
|
)
|
3,715
|
|
—
|
|
63,000
|
|
SF
|
—
|
|
|
13
|
|
R
|
June 2017
|
TBD
|
||||
Brookland (15 East 19th St)
|
Brooklyn, NY
|
April 2017
|
9.8
|
%
|
402
|
|
45
|
|
447
|
|
—
|
|
24,000
|
|
SF
|
—
|
|
|
33
|
|
R
|
August 2017
|
Completed
|
||||
Dime (209 Havemeyer St)
|
Brooklyn, NY
|
November 2017
|
16.5
|
%
|
9,145
|
|
2,267
|
|
11,412
|
|
—
|
|
100,000
|
|
SF
|
150,000
|
|
SF
|
177
|
|
R
|
May 2017
|
August 2020
|
||||
352 6th Avenue
|
Brooklyn, NY
|
February 2019
|
37.0
|
%
|
500
|
|
51
|
|
551
|
|
—
|
|
5,200
|
|
SF
|
—
|
|
|
4
|
|
R
|
September 2019
|
September 2020
|
||||
Meatpacking Plaza
|
Meatpacking District, NY
|
April 2019
|
16.9
|
%
|
10,018
|
|
(772
|
)
|
9,246
|
|
—
|
|
TBD
|
|
—
|
TBD
|
|
—
|
TBD
|
|
—
|
TBD
|
TBD
|
||||
The Park on Fifth
|
Miami Beach, FL
|
September 2019
|
38.9
|
%
|
14,132
|
|
621
|
|
14,753
|
|
—
|
|
434,000
|
|
SF
|
15,000
|
|
SF
|
302
|
|
R
|
April 2020
|
April 2023
|
||||
9 DeKalb
|
Brooklyn, NY
|
April 2019
|
4.2
|
%
|
5,000
|
|
447
|
|
5,447
|
|
—
|
|
450,000
|
|
SF
|
120,000
|
|
SF
|
540
|
|
R
|
March 2019
|
June 2022
|
||||
West Hialeah
|
Miami, FL
|
December 2019
|
77.8
|
%
|
12,522
|
|
287
|
|
12,809
|
|
—
|
|
1,400,000
|
|
SF
|
—
|
|
|
1,369
|
|
R
|
December 2019
|
September 2023
|
||||
Condominium and Mixed Use Development
|
|
|
|
$
|
61,640
|
|
$
|
38,848
|
|
$
|
100,488
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Maryland Portfolio
|
Primarily Baltimore County, MD
|
July 2012
|
7.6
|
%
|
$
|
698
|
|
$
|
(698
|
)
|
$
|
—
|
|
$
|
—
|
|
N/A
|
|
|
N/A
|
|
|
5,517
|
|
R
|
N/A
|
N/A
|
ST Portfolio
|
|
November 2013
|
16.3
|
%
|
(1,673
|
)
|
1,673
|
|
—
|
|
—
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
N/A
|
||||
Apartment Buildings
|
|
|
|
$
|
(975
|
)
|
$
|
975
|
|
$
|
—
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Park Lane Hotel (36 Central Park South)
|
Central Park South, Manhattan, NY
|
November 2013
|
1.0
|
%
|
$
|
8,682
|
|
$
|
(6,327
|
)
|
$
|
2,355
|
|
$
|
—
|
|
446,000
|
|
SF
|
—
|
|
|
628
|
|
H
|
N/A
|
N/A
|
215 Chrystie Street
|
Lower East Side, Manhattan, NY
|
December 2012
|
18.4
|
%
|
(4,551
|
)
|
4,551
|
|
—
|
|
—
|
|
246,000
|
|
SF
|
—
|
|
|
367
|
|
H
|
June 2014
|
Completed
|
||||
Coral Beach and Tennis Club
|
Coral Beach, Bermuda
|
December 2013
|
49.0
|
%
|
6,048
|
|
(4,348
|
)
|
1,700
|
|
—
|
|
52
|
|
Acres
|
—
|
|
|
101
|
|
H
|
N/A
|
N/A
|
||||
Hotels
|
|
|
|
$
|
10,179
|
|
$
|
(6,124
|
)
|
$
|
4,055
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
The Plaza at Harmon Meadow
|
Secaucus, NJ
|
March 2015
|
49.0
|
%
|
$
|
4,797
|
|
$
|
(3,021
|
)
|
$
|
1,776
|
|
$
|
—
|
|
—
|
|
—
|
219,000
|
|
SF
|
—
|
|
—
|
N/A
|
N /A
|
Wynn Las Vegas Retail
|
Las Vegas, NV
|
December 2016
|
1.6
|
%
|
4,798
|
|
3,034
|
|
7,832
|
|
—
|
|
—
|
|
—
|
160,000
|
|
SF
|
—
|
|
—
|
N/A
|
N/A
|
||||
Commercial
|
|
|
|
$
|
9,595
|
|
$
|
13
|
|
$
|
9,608
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Witkoff GP Partners (3)
|
Multiple
|
March 2017
|
15.0
|
%
|
$
|
10,808
|
|
$
|
(1,030
|
)
|
$
|
9,778
|
|
$
|
5,185
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
N/A
|
1 QPS Tower (23-10 Queens Plaza South)
|
Long Island City, NY
|
December 2012
|
45.4
|
%
|
(14,406
|
)
|
14,406
|
|
—
|
|
—
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
March 2014
|
Completed
|
||||
Witkoff EB-5 Capital Partners
|
Multiple
|
September 2018
|
49.0
|
%
|
516
|
|
422
|
|
938
|
|
8,735
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
N/A
|
||||
Diverse Real Estate Portfolio
|
|
|
|
$
|
(3,082
|
)
|
$
|
13,798
|
|
$
|
10,716
|
|
$
|
13,920
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Investments in real estate ventures
|
|
|
|
$
|
77,357
|
|
$
|
47,510
|
|
$
|
124,867
|
|
$
|
13,920
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total Carrying Value
|
|
|
|
$
|
98,322
|
|
$
|
55,191
|
|
$
|
153,513
|
|
|
|
|
|
|
|
|
|
|
||||||
(1) The Percentage Owned reflects our estimated current ownership percentage. Our 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.
|
|||||||||||||||||||||||||||
(2) This column only represents capital commitments required under the various joint venture agreements. However, many of the operating agreements provide for the operating partner to call capital. If a joint venture partner, such as New Valley, declines to fund the capital call, then the partner’s ownership percentage could either be diluted or, in some situations, the character of a funding member’s contribution would be converted from a capital contribution to a member loan.
|
|||||||||||||||||||||||||||
(3) The Witkoff GP Partners venture includes a $2,196 investment in 500 Broadway and a $7,582 investment in Fontainebleau Las Vegas.
|
|||||||||||||||||||||||||||
N/A - Not applicable
|
SF - Square feet
|
H - Hotel rooms
|
TBD -To be determined
|
R - Residential Units
|
R Lots - Residential lots
|
|
|
|
|
|
Indenture
|
|
March 31,
2020 |
|
After April 2020 Repayment
|
Covenant
|
|
Requirement
|
|
|
||
Consolidated EBITDA, as defined
|
|
$75,000
|
|
$371,655
|
|
$371,655
|
Leverage ratio, as defined
|
|
<3.0 to 1
|
|
2.69 to 1
|
|
2.70 to 1
|
Secured leverage ratio, as defined
|
|
<1.5 to 1
|
|
0.79 to 1
|
|
1.25 to 1
|
Covenant
|
|
Indenture Requirement
|
|
March 31,
2020 |
|
After April 2020 Repayment
|
Consolidated EBITDA, as defined
|
|
N/A
|
|
$277,389
|
|
$277,389
|
Fixed charge coverage ratio, as defined
|
|
>2.0 to 1
|
|
2.84 to 1
|
|
2.84 to 1
|
Net leverage ratio, as defined
|
|
<4.0 to 1
|
|
2.98 to 1
|
|
2.98 to 1
|
Secured leverage ratio, as defined
|
|
<3.75 to 1
|
|
3.22 to 1
|
|
3.22 to 1
|
•
|
economic outlook,
|
•
|
capital expenditures,
|
•
|
cost reduction,
|
•
|
legislation and regulations,
|
•
|
cash flows,
|
•
|
operating performance,
|
•
|
litigation, and
|
•
|
related industry developments (including trends affecting our business, financial condition and results of operations).
|
•
|
general economic and market conditions and any changes therein, due to acts of war and terrorism or otherwise,
|
•
|
governmental regulations and policies,
|
•
|
adverse changes in global, national, regional and local economic and market conditions, including those related to pandemics and health crises, such as the recent outbreak of COVID-19,
|
•
|
significant changes in the price, availability or quality of tobacco, other raw materials or component parts, including as a result of the COVID-19 pandemic,
|
•
|
potential dilution to our holders of or common stock as a result of issuances of additional shares of common stock to fund our financial obligations and other financing activities,
|
•
|
the impacts of the Tax Cuts and Jobs Act of 2017, including the deductibility of interest expense and the impact of the markets on our Real Estate segment,
|
•
|
effects of industry competition,
|
•
|
impact of business combinations, including acquisitions and divestitures, both internally for us and externally in the tobacco industry,
|
•
|
impact of legislation on our results of operations and product costs, i.e. the impact of federal legislation providing for regulation of tobacco products by FDA,
|
•
|
impact of substantial increases in federal, state and local excise taxes,
|
•
|
uncertainty related to product liability and other tobacco-related litigations including the Engle progeny cases pending in Florida and other individual and class action cases where certain plaintiffs have alleged compensatory and punitive damage amounts ranging into the hundreds of million and even billions of dollars; and,
|
•
|
potential additional payment obligations for us under the MSA and other settlement agreements with the states.
|
•
|
incur or guarantee additional indebtedness or issue certain preferred stock;
|
•
|
pay dividends or distributions on, or redeem or repurchase, capital stock or subordinated indebtedness, or make other restricted payments;
|
•
|
create or incur liens with respect to our assets;
|
•
|
make investments, loans or advances;
|
•
|
incur dividend or other payment restrictions;
|
•
|
prepay subordinated indebtedness;
|
•
|
enter into certain transactions with affiliates; and
|
•
|
merge, consolidate, reorganize or sell our assets, or use asset sale proceeds.
|
|
|
|
Federal, state and local laws have limited the advertising, sale and use of cigarettes in the United States, such as laws prohibiting smoking in restaurants and other public places. Private businesses have also implemented prohibitions on the use of cigarettes. Further regulations or rules limiting advertising, sale or use of cigarettes or ingredients or flavorings could negatively impact sales of cigarettes, which would have an adverse effect on our results of operations.
|
|
|
|
The federal government, as well as certain state, city and county governments, impose excise taxes on cigarettes, which has had, and is expected to continue to have, an adverse effect on sales of cigarettes. Significant increases in excise taxes are likely to continue to be proposed or enacted at the federal, state and local levels within the U.S., including as a result of the COVID-19 pandemic as a way for governments to address potential budget shortfalls. Since certain of these excise taxes were proportionately smaller on other types of tobacco products, a dramatic increase in the sale of mislabeled pipe tobacco occurred, which took away market share from traditional cigarette products.
|
|
|
|
Various state and local government regulations have, among other things, increased the minimum age to purchase tobacco products, banned the sale of menthol cigarettes, restricted or banned sampling and advertising and required ingredient and constituent disclosure. Significantly, the federal government increased the minimum age of sale for tobacco products from 18 to 21 years of age in December 2019. Further regulations that limit the group of individuals able to purchase cigarettes in the United States or other regulations that limit the types of products we can offer, such as limitations on use of flavoring, could have a material adverse effect on demand for our products, our results of operations and our business. FDA and other organizations have also conducted anti-tobacco media campaigns, which have and may continue to have an adverse effect on the demand for cigarettes.
|
|
|
VECTOR GROUP LTD.
|
|
|
(Registrant)
|
|
|
|
|
|
By: /s/ J. Bryant Kirkland III
|
|
|
J. Bryant Kirkland III
|
|
|
Senior Vice President, Treasurer and
|
|
|
Chief Financial Officer
|
Date:
|
May 11, 2020
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Vector Group Ltd.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Howard M. Lorber
|
|
Howard M. Lorber
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Vector Group Ltd.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ J. Bryant Kirkland III
|
|
J. Bryant Kirkland III
|
|
Senior Vice President, Treasurer and Chief Financial Officer
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ Howard M. Lorber
|
|
Howard M. Lorber
|
|
President and Chief Executive Officer
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ J. Bryant Kirkland III
|
|
J. Bryant Kirkland III
|
|
Senior Vice President, Treasurer and Chief Financial Officer
|
(i)
|
Engle Progeny Cases with trial dates through March 31, 2021.
|
(ii)
|
Post-Trial Engle Progeny Cases.
|