UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 17, 2015
(Exact Name of Registrant as Specified in Its Charter)
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DELAWARE |
(State or Other Jurisdiction of Incorporation) |
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1-5759 | | 65-0949535 |
(Commission File Number) | | (I.R.S. Employer Identification No.) |
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4400 Biscayne Boulevard, Miami, Florida | | 33137 |
(Address of Principal Executive Offices) | | (Zip Code) |
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(305) 579-8000 |
(Registrant’s Telephone Number, Including Area Code) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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o | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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o | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 7.01. Regulation FD Disclosure.
Vector Group Ltd. (the "Company") has prepared materials for presentations to investors updated for the twelve month periods ended December 31, 2014 and 2013. The materials are furnished (not filed) as Exhibits 99.1, 99.2 and 99.3 to this Current Report on Form 8-K pursuant to Regulation FD.
Non-GAAP Financial Measures
Exhibits 99.1, 99.2 and 99.3 contain the Non-GAAP Financial Measures discussed below. The Pro-forma non-GAAP financial measures are presented assuming Vector Group Ltd.’s acquisition of the additional 20.59% interest in Douglas Elliman Realty LLC, and the related purchase accounting adjustments, occurred prior to beginning of each period presented.
Pro-forma Adjusted Revenues, Pro-forma Adjusted EBITDA, Pro-forma Capital Expenditures, Pro-forma Free Cash Flow, New Valley LLC Pro-forma Adjusted Revenues, New Valley LLC Pro-forma Adjusted EBITDA, Douglas Elliman Pro-forma Adjusted Revenues and Douglas Elliman Pro-forma Adjusted EBITDA are financial measures not prepared in accordance with generally accepted accounting principles (“GAAP”). Pro-forma Adjusted Revenues is defined as Revenues plus the additional revenues as a result of the consolidation of Douglas Elliman plus one-time purchase accounting adjustments to fair value for deferred revenues recorded in connection with the increase of the Company’s ownership of Douglas Elliman. EBITDA is defined as Net Income before Interest, Taxes, Depreciation and Amortization. Pro-forma Adjusted EBITDA is EBITDA, as defined above, and as adjusted for changes in fair value of derivatives embedded with convertible debt, equity gains (losses) on long-term investments, gains (losses) on sale of investment securities available for sale, equity income from non-consolidated real estate businesses, loss on extinguishment of debt, acceleration of interest expense related to debt conversion, stock-based compensation expense, litigation settlement and judgment expense, impact of the settlement of a dispute related to the Master Settlement Agreement (“MSA”), gains on acquisition of Douglas Elliman, changes to EBITDA as a result of the consolidation of Douglas Elliman and other charges. Pro-Forma Capital Expenditures is defined as Capital Expenditures adjusted for Vector Group Ltd.’s acquisition of the additional 20.59% interest in Douglas Elliman Realty LLC and reduced by Vector’s non-controlling interest in Douglas Elliman Realty LLC. Pro-forma Free Cash Flow is defined as Pro-forma Adjusted EBITDA reduced by Pro-forma Capital Expenditures.
New Valley LLC ("New Valley"), the real estate subsidiary of the Company, owns real estate and 70% of Douglas Elliman, the largest residential brokerage firm in the New York metropolitan area, as well as a minority stake in numerous real estate investments. New Valley LLC Pro-forma Adjusted Revenues and New Valley LLC Pro-forma Adjusted EBITDA are defined as the portion of Pro-forma Adjusted Revenues and Pro-forma Adjusted EBITDA that relate to New Valley. New Valley's Pro-forma Adjusted EBITDA does not include an allocation of expenses from the Corporate and Other segment of Vector Group Ltd.
The Company believes that Pro-forma Adjusted Revenues, Pro-forma Adjusted EBITDA, Pro-forma Capital Expenditures, Pro-forma Free Cash Flow, New Valley LLC Pro-forma Adjusted Revenues, New Valley LLC Pro-forma Adjusted EBITDA, Douglas Elliman Realty, LLC Pro-forma Adjusted Revenues and Douglas Elliman Realty, LLC Pro-forma Adjusted EBITDA are important measures that supplement discussions and analysis of its results of operations and enhances an understanding of its operating performance. The Company believes Pro-forma Adjusted Revenues, Pro-forma Adjusted EBITDA, Pro-forma Capital Expenditures, Pro-forma Free Cash Flow, New Valley LLC Pro-forma Adjusted Revenues, New Valley LLC Pro-forma Adjusted EBITDA, Douglas Elliman Realty, LLC Pro-forma Adjusted Revenues and Douglas Elliman Realty, LLC Pro-forma Adjusted EBITDA provide investors and analysts with a useful measure of operating results unaffected by differences in capital structures, capital investment cycles and ages of related assets among otherwise comparable companies. Management uses Pro-forma Adjusted Revenues, Pro-forma Adjusted EBITDA, Pro-forma Capital Expenditures, Pro-forma Free Cash Flow, New Valley LLC Pro-forma Adjusted Revenues, New Valley LLC Pro-forma Adjusted EBITDA, Douglas Elliman Realty, LLC Pro-forma Adjusted Revenues and Douglas Elliman Realty, LLC Pro-forma Adjusted EBITDA as measures to review and assess operating performance of the Company's business and management and investors should review both the overall performance (GAAP net income) and the operating performance (Pro-forma Adjusted Revenues, Pro-forma Adjusted EBITDA, Pro-forma Capital Expenditures, Pro-forma Free Cash Flow, New Valley LLC Pro-forma Adjusted Revenues, New Valley LLC Pro-forma Adjusted EBITDA, Douglas Elliman Realty, LLC Pro-forma Adjusted Revenues and Douglas Elliman Realty, LLC Pro-forma Adjusted EBITDA) of the Company's business. While management considers Pro-forma Adjusted Revenues, Pro-forma Adjusted EBITDA, Pro-forma Capital Expenditures, Pro-forma Free Cash Flow, New Valley LLC Pro-forma Adjusted Revenues, New Valley LLC Pro-forma Adjusted EBITDA, Douglas Elliman Realty, LLC Pro-forma Adjusted Revenues and Douglas Elliman Realty, LLC Pro-forma Adjusted EBITDA to be important, they should be considered in addition to, but not as substitutes for or superior to, other measures of financial performance prepared in accordance with GAAP, such as operating income, net income and cash flows from operations. In addition, Pro-forma Adjusted Revenues, Pro-forma Adjusted EBITDA, Pro-forma Capital Expenditures, Pro-forma Free Cash Flow, New Valley LLC Pro-forma Adjusted Revenues, New Valley LLC Pro-forma Adjusted EBITDA, Douglas Elliman Realty, LLC Pro-forma Adjusted Revenues and Douglas Elliman Realty, LLC Pro-forma Adjusted EBITDA are susceptible
to varying calculations and the Company's measurement of Pro-forma Adjusted Revenues, Pro-forma Adjusted EBITDA, Pro-forma Capital Expenditures, Pro-forma Free Cash Flow, New Valley LLC Pro-forma Adjusted Revenues, New Valley LLC Pro-forma Adjusted EBITDA, Douglas Elliman Realty, LLC Pro-forma Adjusted Revenues and Douglas Elliman Realty, LLC Pro-forma Adjusted EBITDA may not be comparable to those of other companies
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements, which involve risk and uncertainties. The words "could", “believe,” “expect,” “estimate,” “may,” “will,” “could,” “plan,” or “continue” and similar expressions are intended to identify forward-looking statements. The Company’s actual results could differ significantly from the results discussed in such forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, without limitation, those discussed under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this Current Report on Form 8-K. The Company undertakes no obligation to (and expressly disclaims any obligation to) revise or update any forward-looking statement, whether as a result of new information, subsequent events, or otherwise (except as may be required by law), in order to reflect any event or circumstance which may arise after the date of this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
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Exhibit No. | | Exhibit |
99.1 | | Investor presentation of Vector Group Ltd. dated March 2015 (furnished pursuant to Regulation FD). |
99.2 | | Fact Sheet of Vector Group Ltd. dated March 16, 2015 (furnished pursuant to Regulation FD). |
99.3 | | Fact Sheet of New Valley LLC dated March 16, 2015 (furnished pursuant to Regulation FD). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| VECTOR GROUP LTD. |
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| By: | /s/ J. Bryant Kirkland III |
| | J. Bryant Kirkland III |
| | Vice President, Treasurer and Chief Financial Officer |
Date: March 17, 2015
March 2015 Vector Group Ltd. Investor Presentation
Disclaimer This document and any related oral presentation does not constitute an offer or invitation to subscribe for, purchase or otherwise acquire any equity securities or debt securities instruments of Vector Group Ltd. (“Vector” or “the Company”) and nothing contained herein or its presentation shall form the basis of any contract or commitment whatsoever. The distribution of this document and any related oral presentation in certain jurisdictions may be restricted by law and persons into whose possession this document or any related oral presentation comes should inform themselves about, and observe, any such restriction. Any failure to comply with these restrictions may constitute a violation of the laws of any such other jurisdiction. The information contained herein does not constitute investment, legal, accounting, regulatory, taxation or other advice and the information does not take into account your investment objectives or legal, accounting, regulatory, taxation or financial situation or particular needs. You are solely responsible for forming your own opinions and conclusions on such matters and the market and for making your own independent assessment of the information. You are solely responsible for seeking independent professional advice in relation to the information and any action taken on the basis of the information. The following presentation may contain "forward-looking statements,” including any statements that may be contained in the presentation that reflect our expectations or beliefs with respect to future events and financial performance, such as the expectation that the tobacco transition payment program could yield substantial incremental free cash flow. These forward- looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those contained in any forward-looking statement made by or on behalf of the Company, including the risk that changes in our capital expenditures impact our expected free cash flow and the other risk factors described in our annual report on Form 10- K for the year ended December 31, 2014 as filed with the SEC. Results actually achieved may differ materially from expected results included in these forward-looking statements as a result of these or other factors. Due to such uncertainties and risks, potential investors are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date on which such statements are made. The Company disclaims any obligation to, and does not undertake to, update or revise and forward-looking statements in this presentation. 1 1
Management Team 2 2 Name Position Years at Company Howard M. Lorber President and Chief Executive Officer 21 Richard J. Lampen Executive Vice President 20 J. Bryant Kirkland III Vice President, Chief Financial Officer and Treasurer 23 Marc N. Bell Vice President, General Counsel and Secretary 21 Ronald J. Bernstein President and Chief Executive Officer of Liggett Group LLC and Liggett Vector Brands LLC 24 Key Management
Introduction 3 3 2013 was a transformational year for Vector ─ Increased ownership stake in Douglas Elliman Realty, LLC (“Douglas Elliman”), the fourth-largest residential real estate brokerage firm in the United States and the largest residential brokerage firm in the New York metropolitan area, from 50% to 70.59% for a $60 million purchase price ─ Reached a settlement with approximately 4,900 Engle progeny plaintiffs, which represented the overwhelming majority of Liggett’s pending litigation ─ Introduced Eagle 20’s, a deep discount cigarette brand positioned for long-term growth ─ Invested approximately $75 million in non-consolidated real estate investments through New Valley LLC (“New Valley”), Vector’s wholly-owned real estate subsidiary ─ Completed a $450 million Senior Secured Notes offering which refinanced existing Senior Secured Notes and extended maturities until 2021 Vector continued to show strong results in 2014 ─ Vector’s Pro-Forma Adjusted EBITDA of $227.8 million for the fiscal year ended December 31, 2014(1) ─ Adjusted EBITDA for the Company’s tobacco segment (“Tobacco Adjusted EBITDA”) was $211.2 million for the fiscal year ended December 31, 2014(2) ─ In March 2014, Vector completed a $258.75 million Convertible Senior Notes offering and, in April 2014, Vector executed a $150 million tack-on to its existing Senior Secured Notes Net proceeds of both offerings will be used for general corporate purposes including additional investments in real estate through Vector’s New Valley subsidiary ─ Paid cash dividend to stockholders for the 20th consecutive year and 5% stock dividend to stockholders for the 16th consecutive year (1) Pro-forma Adjusted EBITDA excludes the impact of Purchase Accounting adjustments. Please refer to the Appendix for additional detail including a reconciliation to net income as calculated under U.S. GAAP. (2) All “Liggett” and “Tobacco” financial information in this presentation includes the operations of Liggett Group LLC, Vector Tobacco Inc., and Liggett Vector Brands LLC unless otherwise noted. Tobacco Adjusted EBITDA is defined as Operating Income plus D&A excluding one-time restructuring, litigation charges and other one-time gains from litigation settlements.
Key Investment Highlights Historically strong financial performance ─ Vector’s Pro-Forma Adjusted EBITDA of $227.8 million and Tobacco Adjusted EBITDA of $211.2 million for the fiscal year ended December 31, 2014(1) Key cost advantage resulting from Master Settlement Agreement (“MSA”)(2) ─ Current cost advantage of 64 cents per pack compared to the three largest U.S. tobacco companies and quality advantage compared to smaller firms(3) ─ MSA exemption worth approximately $160 million annually 2014 expiration of the Tobacco Transition Payment Program (TTPP) could yield substantial incremental free cash flow ─ Approximately $27.1 million based on Liggett’s TTPP payments for the fiscal year ended December 31, 2014 Diversified New Valley assets ─ Pro-Forma Adjusted Revenues and Pro-Forma Adjusted EBITDA from Douglas Elliman Realty, LLC of $543.2 million and $50.7 million for the fiscal year ended December 31, 2014(4) ─ Broad portfolio of consolidated and non-consolidated domestic and international real estate investments Substantial liquidity with cash, marketable securities and long-term investments of $720 million as of December 31, 2014(5) Proven management team with substantial equity ownership ─ Executive management and directors beneficially own approximately 15% of the Company(6) 4 4 Key Investment Highl ght (1) Refer to the Appendix hereto for a reconciliation to net income as calculated under U.S. GAAP. (2) In 1998, various tobacco companies, including Liggett and the four largest U.S. cigarette manufacturers, Philip Morris, Brown & Williamson, R.J. Reynolds and Lorillard, entered into the Master Settlement Agreement (“MSA”) with 46 states, the District of Columbia, Puerto Rico and various other territories to settle their asserted and unasserted health care cost recovery and certain other claims caused by cigarette smoking (Brown & Williamson and R.J. Reynolds merged in 2004 to form Reynolds American). Pursuant to the MSA, Liggett has no payment obligations unless its market share exceeds a market share exemption of approximately 1.65% of total cigarettes sold in the United States, and Vector Tobacco has no payment obligations unless its market share exceeds a market share exemption of approximately 0.28% of total cigarettes sold in the United States. (3) Cost advantage applies only to cigarettes sold below applicable market share exemption. (4) Pro-Forma Adjusted Revenues and Adjusted EBITDA are presented assuming Vector’s acquisition of its additional 20.59% interest in Douglas Elliman, and the related purchase accounting adjustments, occurred prior to January 1, 2013. (5) Excludes real estate investments. (6) Excludes 3,370,343 shares lent under the Share Lending Agreement between the Company and Jefferies LLC.
Tobacco Operations 5 5
Liggett Overview Fourth-largest U.S. tobacco company; founded in 1873 ─ Core Discount Brands –Pyramid, Grand Prix, Liggett Select, Eve and Eagle 20’s ─ Partner Brands – USA, Bronson and Tourney Consistent and strong cash flow ─ Tobacco Adjusted EBITDA of $211.2 million for the fiscal year ended December 31, 2014 ─ Low capital requirements with capital expenditures of $9.2 million related to tobacco operations for the fiscal year ended December 31, 2014 ─ 2014 expiration of the TTPP could yield substantial incremental free cash flow Approximately $27.1 million based on Liggett’s TTPP payments for the fiscal year ended December 31, 2014 Current cost advantage of 64 cents per pack compared to the three largest U.S. tobacco companies expected to maintain volume and drive profit in core brands ─ Pursuant to the MSA, Liggett has no payment obligations unless its market share exceeds a market share exemption of approximately 1.65% of total cigarettes sold in the United States, and Vector Tobacco has no payment obligations unless its market share exceeds a market share exemption of approximately 0.28% of total cigarettes sold in the United States ─ MSA exemption worth approximately $160 million annually for Liggett and Vector Tobacco 6 6 Liggett Overvie
$46 $79 $77 $121 $111 $127 $130 $144 $146 $158 $170 $165 $158 $174 $186 $200 $211 1.3% 1.2% 1.5% 2.2% 2.4% 2.5% 2.3% 2.2% 2.4% 2.5% 2.5% 2.7% 3.5% 3.8% 3.5% 3.3% 3.4% 0.0% 1.0% 2.0% 3.0% 4.0% 5.0% $0 $30 $60 $90 $120 $150 $180 $210 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 History and Recent Developments Signed the MSA, as a Subsequent Participating Manufacturer, which established ongoing cost advantage versus the three largest U.S. tobacco companies 7 7 Source: MSA CRA wholesale shipment database. Note: The Liggett and Vector Tobacco businesses have been combined into a single segment for all periods since 2007. (1) Adjusted for restructuring, factory relocation and litigation charges, as well as one-time gains. T o b a cc o A dj u st e d E B IT D A (1 ) Liggett History 1998 1999 2000 Dom e stic M a rk e t S h a re 2002 2005 2009 Today ($ M il li o n s) Introduced the deep discount brand Liggett Select taking advantage of the Company’s cost advantage versus the three largest U.S. tobacco companies Relocated to a state-of-the-art manufacturing facility in Mebane, North Carolina to enhance quality and efficiency Purchased the Medallion Company, Inc. with approximately 0.28% market share exemption. Acquired the USA brand as part of this transaction and subsequently entered into a partner brand agreement with Wawa Launched the deep discount brand Grand Prix, which quickly experienced widespread adoption In response to a large Federal Excise Tax increase, Liggett repositioned Pyramid as a low-price, box-only brand Liggett focuses on margin enhancement resulting in continued earnings growth with Tobacco Adjusted EBITDA reaching a high of $211.2 million for the fiscal year ended December 31, 2014. 2013 Introduced Eagle 20’s, a brand positioned in the deep discount segment for long-term growth
47.4% 28.8% 8.7% 2.3% 2.9% 9.9% 47.4% 23.0% 14.6% 3.4% 2.7% 8.9% 0% 10% 20% 30% 40% 50% 60% 2004 2014 History and Recent Developments Liggett Vector Brands is one of the few tobacco manufacturers to increase market share over the past 10 years 8 8 Source: MSA CRA wholesale shipment database. Liggett Performance Relative to Other Tobacco Players 394.5 187.1 113.6 34.5 9.1 11.3 38.9 264.6 125.4 61.0 38.5 8.9 7.2 23.6 0.0 50.0 100.0 150.0 200.0 250.0 300.0 350.0 400.0 2004 2014 Manufacturer Share Changes (2004 – December 31, 2014) Manufacturer Volume Changes (2004 – December 31, 2014) Others Industry Total (Billions of Units) % Change: (33%) (33%) (46%) 12% (2%) (36%) (39%) Reynolds American Lorillard Altria Commonwealth Brands Altria Reynolds American Lorillard Commonwealth Brands Others
Litigation History and Regulatory Overview Litigation History Liggett has historically led the industry in acknowledging the addictive properties of nicotine while seeking a legislated settlement of litigation On October 23, 2013, Liggett reached a settlement with approximately 4,900 Engle progeny plaintiffs, which represented substantially all of Liggett’s pending litigation ─ Liggett has agreed to pay $110 million over 15 years; this includes $2.1 million, which was paid in December 2013, $59.5 million, which was paid in February 2014, and the balance will be paid in installments over the next 14 years ─ Approximately 320 Engle plaintiffs have not participated in the settlement ─ Of these cases, 145 are represented by one law firm, 86 cases formally opted out of the settlement and the remaining 89 cases are represented "Pro Se" or are unlocated ─ There are presently another six cases under appeal, and the range of loss in these cases is $27.9 million to $28.2 million Liggett continues to aggressively fight all remaining individual and third-party payor actions ─ Liggett has secured approximately $12.3 million in outstanding bonds related to adverse verdicts on appeal Since 1998, the MSA has restricted the advertising and marketing of tobacco products In 2009, Family Smoking Prevention and Tobacco Control Act granted the FDA power to regulate the manufacture, sale, marketing and packaging of tobacco products ─ FDA is prohibited from issuing regulations which ban cigarettes Current Federal Excise Tax of $1.01/pack (since April 1, 2009) Additional state and municipal excise taxes The TTPP, also known as the tobacco quota buyout, was established in 2004 and is scheduled to expire at the end of 2014 ─ For the fiscal year ended December 31, 2014, Liggett was required to pay approximately $27.1 million under the TTPP 9 9 Litigation and Regulatory Update Litigation Update Regulatory Update
Real Estate Operations 10
New Valley LLC Overview Consolidated Real Estate Investments (as of December 31, 2014) ─ Douglas Elliman (70.59%) owned by New Valley: Largest residential brokerage firm in the New York metropolitan area and ranked as the fourth-largest residential brokerage firm in the U.S. in 2014 based on closed sales volume Offers title and settlement services, relocation services, and residential property management services through various subsidiaries Pro-Forma Adjusted Revenues and Pro-Forma Adjusted EBITDA for Douglas Elliman Realty, LLC of $543.2 million and $50.7 million for the fiscal year ended December 31, 2014(1) ─ Additional consolidated real estate investments include: Escena, a master planned community in Palm Springs, which presently has 667 residential lots In October 2013, New Valley sold 200 lots for $22.7 million and reported income of $20.2 million 11 11 New Valley Consolidated Real Estate Investments New York City Long Island & Westchester County South Florida California Total Agents 2,767 2,140 600 29 5,536 Offices 21 43 9 1 74 LTM 12/31/14 Real Estate Sales $11.5 Billion $5.4 Billion $1.2 Billion $0.2 Billion $18.2 Billion (1) Pro-forma Adjusted EBITDA excludes the impact of Purchase Accounting adjustments.
New Valley LLC Overview (Cont’d) 12 12 New Valley Non-consolidated Real Estate Investments Condominiums and Mixed Use Developments (as of December 31, 2014) ─ The Marquand – New Valley owns a 18% interest in a Manhattan luxury residential condominium conversion project located on 68th Street between Fifth Avenue and Madison Avenue ─ 10 Madison Square Park West – New Valley owns a 5% interest in a luxury residential condominium in the Flatiron District ─ The Whitman – New Valley owns a 12% interest in a joint venture which developed a luxury condominium in the Flatiron District / NoMad neighborhood of Manhattan ─ 11 Beach Street – New Valley owns a 49.5% interest in a TriBeCa luxury residential condominium conversion project ─ 20 Times Square (f/k/a. 701 Seventh Avenue) – New Valley owns a 11.5% interest in a joint venture that is developing a multi-use project in Times Square ─ 111 Murray Street – New Valley owns a 25% interest (and a related note receivable) in a joint venture that is developing a mixed-used property that includes both commercial space and a 139-unit luxury residential condominium in TriBeCa ─ 160 Leroy Street (f/k/a. Leroy Street) – New Valley owns a 5% interest in a development site in the West Greenwich Village ─ PUBLIC Chrystie House – New Valley owns a 18.4% interest in a joint venture that plans to develop a 29-story mixed use property with an Ian Schrager-branded boutique hotel in lower Manhattan ─ 25-19 43rd Avenue – New Valley owns a 9.9% interest in a site where a nine-story, 87,000 square-foot condominium will be developed in Long Island City, NY ─ Queens Plaza (f/k/a. 23-10 Queens Plaza South) – New Valley owns a 45.4% interest in a joint venture that plans to develop a new apartment tower with 287,000 square-feet of residential space and 10,000 square-feet of retail space in Queens, New York ─ Milanosesto Holdings – New Valley owns a 7.2% interest in entity that owns a 322-acre land plot in Milan, Italy ─ 8701 Collins Avenue – New Valley owns a 15% interest in the Howard Johnson’s Dezerland Beach hotel in Miami Beach, which is being redeveloped into a modern hotel and residential condominium ─ 125 Greenwich Street – New Valley owns a 10.4% interest in the approximately 360,000 square-foot condominium development project scheduled to begin construction in March 2015; current plans state the building will stand approximately 1,350 feet tall ─ 940 Sunset Boulevard – New Valley owns a 48.5% interest in a joint venture planning to develop a hotel and condominium complex The Whitman – Flatiron / NoMad 20 Times Square 8701 Collins Ave – Miami Beach 11 Beach St - TriBeCa
New Valley LLC Overview (Cont’d) 13 13 New Valley Non-consolidated Real Estate Investments (cont’d) Apartment Buildings and Hotels (as of December 31, 2014) ─ Park Lane Hotel – New Valley owns a 5% interest in a joint venture that has agreed to acquire the Park Lane Hotel from the Helmsley Family Trust and Estate and to redevelop the property as a hotel and luxury residential condominiums ─ Maryland Portfolio – New Valley owns a 7.5% indirect interest in joint venture that owns a portfolio of approximately 5,500 apartment units primarily located in Baltimore County, Maryland ─ ST Portfolio – New Valley owns a 16.4% interest in four Class A multi-family rental assets with Winthrop Realty Trust. The properties are located in Texas, Arizona, California and Connecticut and include 761 apartment units and additional retail space ─ Hotel Taiwana – New Valley owns a 17% interest in Hill Street Partners LLP which owns a recently renovated hotel in St. Barts, French West Indies ─ Coral Beach – New Valley owns a 49% interest in a joint venture that has acquired and plans to redevelop the Coral Beach and Tennis Club in Bermuda Hotel Taiwana - St. Barth, French West Indies Coral Beach and Tennis Club - Bermuda Park Lane Hotel – Midtown Manhattan
Vector Group Ltd. Financial Summary 14
$18 $17 $47 $35 $163 $176 $189 $202 ($16) ($15) ($16) Real Estate E-cigarettes Tobacco Corporate & Other $351 $389 $483 $563 $9 $1,133 $1,085 $1,014 $1,021 PF 2011 PF 2012 PF 2013 PF 2014 Real Estate E-cigarettes Tobacco Corporate & Other $2 $4 $4 $5 $11 $9 $10 $9 $1 $2 $2 $7 PF 2011 PF 2012 PF 2013 PF 2014 Real Estate E-cigarettes Tobacco Corporate & Other $20 $21 $51 $40 $174 $186 $199 $211 ($15) ($13) ($14) 12.1% 13.1% 15.7% 14.3% Real Estate E-cigarettes Tobacco Corporate & Other % Margin Summary Historical Financial Data 15 15 ($ Millions) Pro-Forma Historical Financial Data Pro-Forma Capital Expenditures Pro-Forma Adjusted Revenues (1) Pro-Forma Adjusted EBITDA(2) Pro-Forma Free Cash Flow(4) Note: Pro-forma Adjusted EBITDA excludes the impact of Purchase Accounting adjustments. (1) Amounts include one-time purchase accounting adjustments to fair value for deferred revenues recorded in connection with the increase of the Company's ownership of Douglas Elliman on December 13, 2013. (2) Pro-Forma Adjusted EBITDA defined as Net Income before Interest, Taxes, Depreciation & Amortization, adjusted as described in the Appendix. Percentages reflect Pro-Forma Adjusted EBITDA as a percentage of Pro-Forma Adjusted Revenues. (3) 2013 and 2014 results include the sale of 200 lots at Escena. (4) Pro-Forma Free Cash Flow defined as Pro-Forma Adjusted EBITDA less Pro-Forma Capital Expenditures as described in the Appendix. (3) (3) (3) (3) $1,484 $1,474 $1,498 $179 $193 $236 $228 $1,593 $14 $15 $16 $21 $165 $179 $220 $206 (3) (3) PF 2011 PF 2012 PF 2013 PF 2014 ($13) (3) (3) PF 2011 PF 2012 PF 2013 PF 2014 ($10) ($13) ($18)
Historical Stock Price Performance 16 16 0% 50% 100% 150% 200% 250% 300% 350% 400% 450% Dec-05 Dec-06 Dec-07 Dec-08 Dec-09 Dec-10 Dec-11 Dec-12 Dec-13 Dec-14 VGR Dividend Adjusted Share Price S&P MidCap S&P 500 Index NYSE Arca Tobacco Index Dow Jones U.S. Real Estate Index 443.0% 168.6% 204.1% Vector Group Ltd. 1.00 1.12 1.44 1.13 1.35 1.92 2.26 2.19 2.79 4.10 4.43 S&P 500 1.00 1.14 1.18 0.72 0.89 1.01 1.01 1.14 1.48 1.65 1.69 S&P MidCap 1.00 1.09 1.16 0.73 0.98 1.23 1.19 1.38 1.82 1.97 2.04 NYSE Arca Tobacco 1.00 1.35 1.43 1.09 1.45 1.65 1.85 2.11 2.24 2.13 2.23 Dow Jones Real Estate 1.00 1.30 1.02 0.57 0.70 0.86 0.87 0.99 0.97 1.19 1.22 Historical Stock Price Performance 223.0% Note: The graph above compares the total annual return of Vector’s Common Stock, the S&P 500 Index, the S&P MidCap 400 Index, the NYSE Arca Tobacco Index, formerly known as the AMEX Tobacco Index, and the Dow Jones Real Estate Index for the period from December 31, 2005 through February 28, 2015. The graph assumes that all dividends and distributions were reinvested. Source: S&P Capital IQ. 121.9% Feb-15
Appendix 17
Summary Historical Financial Data 18 18 ($ Millions) Vector Pro-Forma Adjusted Revenues Reconciliation Source: Company filings. Note: Separate components may not foot due to rounding. (1) Represents revenues of Douglas Elliman Realty, LLC for the year ended December 31, 2011, the year ended December 31, 2012 and for the period from January 1, 2013 to December 13, 2013. On December 13, 2013, the Company increased its ownership of Douglas Elliman Realty, LLC from 50% to 70.59%. Consequently, after December 13, 2013, the Company consolidates the operations and financial position of Douglas Elliman Realty, LLC in its financial statements. The Company had previously accounted for its interest in Douglas Elliman Realty, LLC under the equity method and revenues from Douglas Elliman Realty, LLC was not included in the Company's revenues prior to December 13, 2013. (2) Amounts represent one- time purchase accounting adjustments to fair value for deferred revenues recorded in connection with the increase of the Company's ownership of Douglas Elliman Realty, LLC on December 13, 2013. FYE Dec. 31, 9 Months Ended September 30, 2011 2012 2013 2014 Revenues $1,137.6 $1,095.5 $1,079.9 $1,591.3 Reclassification of Revenues as a Result of Consolidation of Douglas Elliman (1) 346.3 378.2 416.5 0.0 Purchase Accounting Adjustments (2) - - 1.4 1.8 Total Adjustments $346.3 $378.2 $417.8 $1.8 Pro-Forma Adjusted Revenues $1,484.0 $1,473.7 $1,497.7 $1,593.1
Summary Historical Financial Data 19 19 ($ Millions) Vector Adjusted EBITDA and Free Cash Flow Reconciliation Source: Company filings. Note: Free Cash Flow defined as Pro-Forma Adjusted EBITDA minus Pro-Forma Capital Expenditures Attributed to Vector Group Ltd. Separate components may not foot due to rounding. Note: Pro-Forma Adjusted EBITDA defined as Net Income before Interest, Taxes, Depreciation & Amortization. FYE Dec. 31, 2011 2012 2013 2014 Net Income (loss) attributed to Vector Group Ltd. $75.0 $30.6 $38.9 $37.0 Interest Expense 100.7 110.1 132.1 161.0 Income Tax Expense (income) 48.1 23.1 24.8 33.3 Net Income attributed to non-controlling interest - - (0.3) 12.3 Depreciation and Amortization 10.6 10.6 12.6 24.5 EBITDA $234.5 $174.4 $208.3 $268.0 Change in Fair Value of Derivatives Embedded Within Convertible Debt (8.0) 7.5 (18.9) (19.4) Gain on Liquidation of Long-Term Investments (25.8) - 0.0 0.0 Equity Loss (Gain) on Long-Term Investments 0.9 1.3 (2.1) (1.2) Loss (Gain) on Sale of Investment Securities Available for Sale (23.3) (1.6) (5.2) 0.0 Equity Income From Non-Consolidated Real Estate Businesses (20.0) (29.8) (22.9) (4.1) Gain on Townhomes (3.8) - - - Loss on Extinguishment of Debt 1.2 - 21.5 - Acceleration of Interest Expense Related to Debt Conversion - 15.0 12.4 5.2 Stock-Based Compensation Expense 3.2 5.6 2.5 3.3 Litigation Settlement and Judgment Expense - - 88.1 2.5 Impact of MSA Settlement - - (11.8) (1.4) Gain on Acquisition of Douglas Elliman - - (60.8) - Reclassification of EBITDA as a Result of the Consolidation of Douglas Elliman 31.0 31.6 46.6 - Purchase Accounting Adjustments - - - 1.5 Other, Net (1.7) (1.2) (7.6) (10.6) Pro-Forma Adjusted EBITDA Attributed to Non-Controlling Interest (9.1) (9.3) (13.7) (15.9) Pro-Forma Adjusted EBITDA Attributed to Vector Group Ltd. $179.0 $193.4 $236.4 $227.8 Vector Group Ltd. Capital Expenditures 11.8 11.3 13.3 16.9 Douglas Elliman Capital Expenditures 2.5 4.6 4.3 6.6 Pro-Forma Capital Expenditures 14.3 15.9 17.6 23.4 Pro-Forma Capital Expenditures Attributed to Non-Controlling Interest (0.7) (1.4) (1.3) (1.9) Pro-Forma Capital Expenditures Attributed to Vector Group Ltd. 13.6 14.6 16.3 21.5 Pro-Forma Free Cash Flow Attributed to Vector Group Ltd. $165.4 $178.8 $220.1 $206.3
Vector Group Ltd. owns Liggett Group, Vector Tobacco, Zoom E-Cigs LLC, and New Valley. New Valley owns a owns a 70% interest in Douglas Elliman. Pro-Forma Adjusted Revenues LTM 12/31/141 EXECUTIVE MANAGEMENT Howard M. Lorber President and Chief Executive Officer Richard J. Lampen Executive Vice President J. Bryant Kirkland III Vice President, Chief Financial Officer and Treasurer Marc N. Bell Vice President, General Counsel and Secretary Ronald J. Bernstein President and Chief Executive Officer of Liggett Group LLC and Liggett Vector Brands LLC • New Valley, which owns 70.59% of Douglas Elliman Realty, LLC, is a diversified real estate company that is seeking to acquire additional operating companies and real estate properties. • New Valley has invested approximately $180 million, as of December 31, 2014, in a broad portfolio of 20 domestic and international real estate investments. • Douglas Elliman is the largest residential real estate brokerage firm in the New York metropolitan area and the fourth-largest in the U.S. • Douglas Elliman’s closings totaled $18.2 billion for the twelve months ended December 31, 2014 and it has approximately 5,500 agents and 75 offices throughout the New York metropolitan area, South Florida, Aspen, Greenwich, and Los Angeles. 10-Year Stockholder Return TOBACCO REAL ESTATE Real Estate Tobacco E-Cigarettes This summary contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We have identified these forward-looking statements using words such as “could” and similar expressions. These statements reflect our current beliefs. Accordingly, such forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause our actual results, performance or achievements to differ materially from those expressed in, or implied by, such statements. • Fourth-largest cigarette manufacturer in the U.S. with a strong family of brands — Pyramid, Grand Prix, Liggett Select, Eve and Eagle 20’s — representing 12% share of the discount market. • Focused on brand strength and long-term profit growth, while continuing to evaluate opportunities to pursue incremental volume and margin growth. • Annual cost advantage of approximately $160 million due to favorable treatment under the Master Settlement Agreement. • The only cigarette company to have reached a comprehensive settlement resolving substantially all of the individual Engle progeny product liability cases pending in Florida. The Engle progeny cases have represented the most significant litigation against the U.S. cigarette industry in recent years. • 2014 expiration of the Tobacco Transition Payment Program could yield substantial incremental free cash flow. TTPP payments were approximately $27.1 million for the twelve months ended December 31, 2014. COMPANY HIGHLIGHTS • Headquartered in Miami with an executive office in Manhattan and tobacco operations in North Carolina • Employs approximately 1,100 people • Executive management and directors beneficially own 14% of the Company • Reported cash of $326 million and investments with fair value of $394 million at December 31, 2014 • Recognized as one of America’s Most Trustworthy Companies by Forbes in 2013 • In 2014, entered e-cigarette category with national rollout of Zoom, a superior disposable product featuring Tobacco and Menthol flavors. E-CIGARETTES Real Estate Tobacco Corporate and Other PF2011 PF2012 PF2013 LTM 12-2014 $174M $186M $200M $211M $20M $21M $51M $40M ($15M) ($13M) ($14M) ($10M) $179M $193M $228M$237M $1.021B $563.2M $8.6M TOTAL $1.593B Vector is a largely underfollowed company with a highly competent management team and numerous ways to unlock value “ “ Barron’s Online, August 14, 2014 Oppenheimer analyst Ian Zaffino 2 10-Year return from February 28, 2005 to February 28, 2015 and assumes reinvestment of dividends received. The Company’s net income attributable to Vector Group Ltd. for the periods presented was $75M, $31M, $39M and $37M, respectively. The Company’s revenues for the year ended December 31,2014 were $1.59B. Pro-forma Adjusted EBITDA and Pro-forma Adjusted Revenues are non-GAAP financial measures. For a reconciliation of Pro-forma Adjusted EBITDA to net income and Pro-forma Adjusted Revenues to revenues, please see Vector Group Ltd.’s Current Report on Forms 8-K, filed on October 6, 2014, November 10, 2014 and March 2, 2015 and Form 10-K, filed on March 4, 2015 (Commission File Number 1-5759) 1 Pro-Forma Adjusted EBITDA1 Contact: Emily Deissler of Sard Verbinnen & Co (212) 687-8080 VGR Total Return 462% (18.9% Compounded) 2 2006 2007 2008 2009 2010 2011 2012 2013 2014 20152005 S&P 500 Total Return 116% (8.0% Compounded) 2 500 400 300 200 100 www.vectorgroupltd.com March 16, 2015 E-Cigarettes ($1M) ($13M)
New Valley LLC, the real estate subsidiary of Vector Group Ltd. (NYSE: VGR), owns real estate and 70% of Douglas Elliman, the largest residential brokerage firm in the New York metropolitan area, as well as a minority stake1 in numerous real estate investments. New Valley has invested approximately $180 million, as of December 31, 2014, in a broad portfolio of domestic and international real estate projects in the United States, the Caribbean and Europe. NEW VALLEY REAL ESTATE INVESTMENTS1 March 16, 2015 DOUGLAS ELLIMAN • Largest residential real estate brokerage firm in New York metropolitan area and fourth-largest in United States. • Closings of $18.2 billion for the twelve months ended December 31, 2014; Douglas Elliman has approximately 5,500 agents and 75 offices throughout the New York metropolitan area, South Florida, Aspen, Greenwich, and Los Angeles. • Strategic Marketing Partnership with Yahoo!-Zillow® Real Estate Network that provides advertising exclusivity for Douglas Elliman’s listings. • Recently announced an alliance with Knight Frank— the largest independent residential brokerage in the United Kingdom— to jointly market high-end properties, providing a network with 400 offices across 52 countries with 20,000 agents. • Pro-Forma Adjusted Revenues and Pro-Forma Adjusted EBITDA of Douglas Elliman of $543.2 million2 and $50.7 million2, respectively, for the year ended period ended December 31, 2014. COMPANY HIGHLIGHTS • Executive offices in Manhattan and Miami • Employs approximately 500 people Douglas Elliman’s Revenues were $541.5M and Douglas Elliman’s net income was $38.4M for the twelve months ended December 31, 2014. New Valley’s net income for the periods presented was approximately $13M, $16M, $59M and $21.4M, for the periods presented, respectively. New Valley’s revenues for the year ended December 31, 2014 were $561.5M. Pro-forma Adjusted EBITDA and Pro-forma Adjusted Revenues are non-GAAP financial measures. For a reconciliation of Pro-forma Adjusted EBITDA to net income and Pro-forma Adjusted Revenues to revenues, please see Vector Group Ltd.’s Current Report on Forms 8-K, filed on March 2, 2015, and November 10, 2014 and Form 10-K, filed on March 4, 2015 (Commission File Number 1-5759). New Valley’s Pro-Forma Adjusted EBITDA does not include an allocation of Vector Group Ltd.’s Corporate and Other Expenses of $15M, $13.1M, $12.6M and $10.4M, for the periods presented, respectively. 2 PF2011 PF2012 PF2013 PF2014 $20.2M $20.6M $51.3M $40.2M New Valley Pro-Forma Adjusted EBITDA2 2 3 4 11 6 7 8 9 10 1 5 ST Apartment Portfolio (Houston, Phoenix, San Pedro, Stamford) Maryland Portfolio (Baltimore County) New Valley Investment & Development Portfolio1 New Valley’s New York Real Estate Investments1 1. The Marquand Upper East Side 2. 10 Madison Square Park West Flatiron District/NoMad 3. The Whitman Flatiron District/NoMad 4. 11 Beach Street TriBeCa 5. 20 Times Square Times Square 6. 111 Murray Street TriBeCa 7. 160 Leroy Street Greenwich Village 8. PUBLIC Chrystie House Lower East Side 9. 25-19 43rd Avenue Long Island City 10. Queens Plaza Long Island City 11. Park Lane Hotel Central Park South 12. 125 Greenwich Street Financial District Hotel Taiwana St. Barthélemy Milanosesto Holdings Milan, Italy Coral Beach and Tennis Club Bermuda International Investments1 Apartments/Condominiums Real estate held for sale, net 8701 Collins Ave Miami Beach www.newvalley.comContact: Emily Deissler of Sard Verbinnen & Co (212) 687-8080 Escena master planned community, Palm Springs Douglas Elliman Closings 2009 $8.6B 2010 2011 2012 2013 $11.5B $11.1B $12.4B $14.9B $18.2B PF2014 EXECUTIVE MANAGEMENT Howard M. Lorber President and Chief Executive Officer Richard J. Lampen Executive Vice President J. Bryant Kirkland III Vice President, Treasurer and Chief Financial Officer Marc N. Bell Vice President, Secretary and General Counsel Bennett P. Borko Executive Vice President of New Valley Realty division Dorothy Herman President and Chief Executive Officer of Douglas Elliman New York Investments For the percentage of each real estate project owned, please refer to the “Summary of Real Estate Investments” section of Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations - located on page 45 of Vector Group Ltd.’s Form 10-K for the annual period ended December 31, 2015 (Commission File Number 1-5759). 1 New Valley Pro-Forma Adjusted Revenues – December 31, 20142 Other Real Estate Brokerage Commissions Property Management Property Sales 12 9040 Sunset Boulevard West Hollywood $563.2M $511.1M $29M $14.4M $8.7M
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