10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For The Quarterly Period Ended  September 30, 2019

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

VECTOR GROUP LTD.

(Exact name of registrant as specified in its charter)

Delaware	1-5759	65-0949535
(State or other jurisdiction of incorporation	Commission File Number	(I.R.S. Employer Identification No.)
incorporation or organization)

4400 Biscayne Boulevard

Miami, Florida 33137

305-579-8000

(Address, including zip code and telephone number, including area code,

of the principal executive offices)

Securities Registered Pursuant to 12(b) of the Act:

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

x Yes o No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

x Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

☒ Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging Growth Company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

☐ Yes x No

At November 4, 2019, Vector Group Ltd. had 147,790,061 shares of common stock outstanding.

VECTOR GROUP LTD.

FORM 10-Q

TABLE OF CONTENTS

	Page
PART I. FINANCIAL INFORMATION
Item 1. Vector Group Ltd. Condensed Consolidated Financial Statements (Unaudited):
Condensed Consolidated Balance Sheets as of September 30, 2019 and December 31, 2018	2
Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2019 and 2018	3
Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2019 and 2018	4
Condensed Consolidated Statements of Stockholders' Deficiency for the three and nine months ended September 30, 2019 and 2018	6
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2019 and 2018	7
Notes to Condensed Consolidated Financial Statements	8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	59
Item 3. Quantitative and Qualitative Disclosures About Market Risk	76
Item 4. Controls and Procedures	76
PART II. OTHER INFORMATION
Item 1. Legal Proceedings	77
Item 1A. Risk Factors	77
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	77
Item 6. Exhibits	79
SIGNATURE	80

1

VECTOR GROUP LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in Thousands, Except Per Share Amounts)

Unaudited

	September 30, 2019			December 31, 2018
ASSETS:
Current assets:
Cash and cash equivalents	$	319,298		$	584,581
Investment securities at fair value	140,690			131,569
Accounts receivable - trade, net	42,653			34,246
Inventories	99,179			90,997
Other current assets	32,548			30,828
Total current assets	634,368			872,221
Property, plant and equipment, net	83,932			86,736
Investments in real estate, net	28,009			26,220
Long-term investments (of which $52,384 and $54,628 were carried at fair value)	66,915			66,259
Investments in real estate ventures	159,569			141,105
Operating lease right of use assets	148,387			—
Goodwill and other intangible assets, net	266,034			266,611
Other assets	99,470			90,352
Total assets	$	1,486,684		$	1,549,504
LIABILITIES AND STOCKHOLDERS' DEFICIENCY:
Current liabilities:
Current portion of notes payable and long-term debt	$	239,867		$	256,134
Current portion of fair value of derivatives embedded within convertible debt	11,105			6,635
Current payments due under the Master Settlement Agreement	132,377			36,561
Income taxes payable, net	29,427			5,252
Current operating lease liability	19,344			—
Other current liabilities	174,722			180,338
Total current liabilities	606,842			484,920
Notes payable, long-term debt and other obligations, less current portion	1,178,241			1,386,697
Fair value of derivatives embedded within convertible debt	—			24,789
Non-current employee benefits	62,560			61,288
Deferred income taxes, net	34,378			37,411
Non-current operating lease liability	154,254			—
Payments due under the Master Settlement Agreement	17,275			16,383
Other liabilities	61,807			85,382
Total liabilities	2,115,357			2,096,870
Commitments and contingencies (Note 9)
Stockholders' deficiency:
Preferred stock, par value $1.00 per share, 10,000,000 shares authorized	—			—
Common stock, par value $0.10 per share, 250,000,000 shares authorized, 147,790,061 and 140,914,642 shares issued and outstanding	14,779			14,092
Accumulated deficit	(620,791		)	(542,169		)
Accumulated other comprehensive loss	(23,149		)	(19,982		)
Total Vector Group Ltd. stockholders' deficiency	(629,161		)	(548,059		)
Non-controlling interest	488			693
Total stockholders' deficiency	(628,673		)	(547,366		)
Total liabilities and stockholders' deficiency	$	1,486,684		$	1,549,504

The accompanying notes are an integral part of the condensed consolidated financial statements.

2

VECTOR GROUP LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in Thousands, Except Per Share Amounts)

Unaudited

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2019			2018			2019			2018
Revenues:
Tobacco*	$	303,260		$	302,009		$	854,517		$	843,958
Real estate	201,530			211,860			609,629			580,365
Total revenues	504,790			513,869			1,464,146			1,424,323
Expenses:
Cost of sales:
Tobacco*	209,192			219,769			590,956			597,492
Real estate	136,264			140,533			408,694			389,851
Total cost of sales	345,456			360,302			999,650			987,343
Operating, selling, administrative and general expenses	92,374			87,549			278,047			262,961
Litigation settlement and judgment expense (income)	240			—			895			(1,944		)
Operating income	66,720			66,018			185,554			175,963
Other income (expenses):
Interest expense	(32,963		)	(51,084		)	(103,236		)	(145,452		)
Change in fair value of derivatives embedded within convertible debt	6,182			10,005			20,319			31,289
Equity in earnings (losses) from real estate ventures	8,050			294			12,002			(8,378		)
Other, net	1,755			4,481			13,653			13,660
Income before provision for income taxes	49,744			29,714			128,292			67,082
Income tax expense	13,736			14,686			37,944			29,394
Net income	36,008			15,028			90,348			37,688
Net income attributed to non-controlling interest	—			(3,026		)	(80		)	(657		)
Net income attributed to Vector Group Ltd.	$	36,008		$	12,002		$	90,268		$	37,031
Per basic common share:
Net income applicable to common shares attributed to Vector Group Ltd.	$	0.23		$	0.07		$	0.57		$	0.23
Per diluted common share:
Net income applicable to common shares attributed to Vector Group Ltd.	$	0.23		$	0.07		$	0.56		$	0.22

* Revenues and cost of sales include federal excise taxes of $122,951, $130,428, $347,527, and $359,199, respectively.

The accompanying notes are an integral part of the condensed consolidated financial statements.

3

VECTOR GROUP LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Dollars in Thousands)

Unaudited

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2019			2018			2019			2018
Net income	$	36,008		$	15,028		$	90,348		$	37,688
Net unrealized (losses) gains on investment securities available for sale:
Change in net unrealized gains (losses)	2			(168		)	725			(1,090		)
Net unrealized (gains) losses reclassified into net income	(19		)	165			(56		)	989
Net unrealized (losses) gains on investment securities available for sale	(17		)	(3		)	669			(101		)
Net change in pension-related amounts
Amortization of loss	491			441			1,439			1,324
Net change in pension-related amounts	491			441			1,439			1,324
Other comprehensive income	474			438			2,108			1,223
Income tax effect on:
Change in net unrealized gains (losses) on investment securities	(1		)	47			(199		)	299
Net unrealized (gains) losses reclassified into net income on investment securities	5			(46		)	15			(272		)
Pension-related amounts	(134		)	(121		)	(394		)	(363		)
Income tax provision on other comprehensive income	(130		)	(120		)	(578		)	(336		)
Other comprehensive income, net of tax	344			318			1,530			887
Comprehensive income	36,352			15,346			91,878			38,575
Comprehensive income attributed to non-controlling interest	—			(3,026		)	(80		)	(657		)
Comprehensive income attributed to Vector Group Ltd.	$	36,352		$	12,320		$	91,798		$	37,918

The accompanying notes are an integral part of the condensed consolidated financial statements.

4

VECTOR GROUP LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIENCY

(Dollars in Thousands, Except Share Amounts)

Unaudited

	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 July 1, 2019	140,953,900		$	14,095		$	—		$	(597,786	)	$	(23,493	)	$	488	$	(606,696	)
Net income	—		—			—			36,008			—			—		36,008
Total other comprehensive income	—		—			—			—			344			—		344
Distributions and dividends on common stock ($0.38 per share)	—		—			(414		)	(58,310		)	—			—		(58,724		)
Surrender of shares in connection with restricted stock vesting	(200,926	)	(19		)	(1,934		)	—			—			—		(1,953		)
Effect of stock dividend	7,037,087		703			—			(703		)	—			—		—
Stock-based compensation	—		—			2,348			—			—			—		2,348
Balance as of September 30, 2019	147,790,061		$	14,779		$	—		$	(620,791	)	$	(23,149	)	$	488	$	(628,673	)

	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 July 1, 2018	134,397,090		$	13,440		$	—		$	(495,637	)	$	(18,038	)	$	71,516		$	(428,719	)
Net income	—		—			—			12,002			—			3,026			15,028
Total other comprehensive income	—		—			—			—			318			—			318
Distributions and dividends on common stock ($0.36 per share)	—		—			1,052			(56,896		)	—			—			(55,844		)
Surrender of shares in connection with restricted stock vesting	(192,119	)	(19		)	(3,637		)	—			—			—			(3,656		)
Effect of 2018 stock dividend*	6,709,671		671			—			(671		)	—			—			—
Effect of 2019 stock dividend*	7,045,732		705			—			(705		)	—			—			—
Stock-based compensation	—		—			2,585			—			—			—			2,585
Distributions to non-controlling interest	—		—			—			—			—			(2,162		)	(2,162		)
Balance as of September 30, 2018	147,960,374		$	14,797		$	—		$	(541,907	)	$	(17,720	)	$	72,380		$	(472,450	)

*    Represents the effect of the September 27, 2019 and September 27, 2018 stock dividends on the third quarter 2018 common-stock activity.

The accompanying notes are an integral part of the condensed consolidated financial statements.

5

	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	—		—			—			90,268			—			80			90,348
Total other comprehensive income	—		—			—			—			1,530			—			1,530
Distributions and dividends on common stock ($1.14 per share)	—		—			(4,964		)	(171,334		)	—			—			(176,298		)
Restricted stock grant	60,000		6			(6		)	—			—			—			—
Surrender of shares in connection with restricted stock vesting	(221,668	)	(22		)	(2,152		)	—			—			—			(2,174		)
Effect of stock dividend	7,037,087		703			—			(703		)	—			—			—
Stock-based compensation	—		—			7,122			—			—			—			7,122
Distributions to non-controlling interest	—		—			—			—			—			(285		)	(285		)
Balance as of September 30, 2019	147,790,061		$	14,779		$	—		$	(620,791	)	$	(23,149	)	$	488		$	(628,673	)

	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, 2018	134,365,424		$	13,437		$	—		$	(414,785	)	$	(12,571	)	$	82,159		$	(331,760	)
Impact of adoption of new accounting standards	—		—			—			1,094			(6,036		)	(7,915		)	(12,857		)
Net income	—		—			—			37,031			—			657			37,688
Total other comprehensive income	—		—			—			—			887			—			887
Distributions and dividends on common stock ($1.09 per share)	—		—			(3,785		)	(163,871		)	—			—			(167,656		)
Restricted stock grant	31,666		3			(3		)	—			—			—			—
Surrender of shares in connection with restricted stock vesting	(192,119	)	(19		)	(3,637		)	—			—			—			(3,656		)
Effect of 2018 stock dividend*	6,709,671		671			—			(671		)	—			—			—
Effect of 2019 stock dividend*	7,045,732		705			—			(705		)	—			—			—
Stock-based compensation	—		—			7,425			—			—			—			7,425
Distributions to non-controlling interest	—		—			—			—			—			(2,521		)	(2,521		)
Balance as of September 30, 2018	147,960,374		$	14,797		$	—		$	(541,907	)	$	(17,720	)	$	72,380		$	(472,450	)

*    Represents the effect of the September 27, 2019 and September 27, 2018 stock dividends on the third quarter 2018 common-stock activity.

The accompanying notes are an integral part of the condensed consolidated financial statements.

6

VECTOR GROUP LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in Thousands)

Unaudited

	Nine Months Ended			Nine Months Ended
	September 30, 2019			September 30, 2018
Net cash provided by operating activities	$	195,349		$	209,808
Cash flows from investing activities:
Sale of investment securities	16,186			14,895
Maturities of investment securities	45,798			16,899
Purchase of investment securities	(76,094		)	(22,516		)
Purchase of long-term investments	(1,000		)	—
Investments in real estate ventures	(36,269		)	(6,132		)
Distributions from investments in real estate ventures	30,934			37,819
Increase in cash surrender value of life insurance policies	(773		)	(806		)
Decrease in restricted assets	661			254
Proceeds from sale of fixed assets	17			—
Capital expenditures	(10,158		)	(12,546		)
Repayments of notes receivable	—			67
Purchase of subsidiaries	(323		)	(370		)
Pay downs of investment securities	828			1,293
Investments in real estate, net	(1,910		)	(1,495		)
Net cash (used in) provided by investing activities	(32,103		)	27,362
Cash flows from financing activities:
Deferred financing costs	(36		)	—
Repayments of debt	(230,874		)	(1,490		)
Borrowings under revolver	204,506			261,058
Repayments on revolver	(221,373		)	(264,654		)
Dividends and distributions on common stock	(179,449		)	(169,571		)
Distributions to non-controlling interest	(285		)	(2,521		)
Other	(46		)	—
Net cash used in financing activities	(427,557		)	(177,178		)
Net (decrease) increase in cash, cash equivalents and restricted cash	(264,311		)	59,992
Cash, cash equivalents and restricted cash, beginning of period	591,729			310,937
Cash, cash equivalents and restricted cash, end of period	$	327,418		$	370,929

The accompanying notes are an integral part of the condensed consolidated financial statements.

7

VECTOR GROUP LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in Thousands, Except Per Share Amounts)

Unaudited

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of Presentation:

The condensed consolidated financial statements of Vector Group Ltd. (the “Company” or “Vector”) include the accounts of Liggett Group LLC (“Liggett”), Vector Tobacco Inc. (“Vector Tobacco”), Liggett Vector Brands LLC (“Liggett Vector Brands”), New Valley LLC (“New Valley”) and other less significant subsidiaries. New Valley includes the accounts of Douglas Elliman Realty, LLC (“Douglas Elliman”) and other less significant subsidiaries. All significant intercompany balances and transactions have been eliminated.

Liggett and Vector Tobacco are engaged in the manufacture and sale of cigarettes in the United States. Liggett Vector Brands coordinates Liggett and Vector Tobacco’s sales and marketing efforts. Certain references to “Liggett” refer to the Company’s tobacco operations, including the business of Liggett and Vector Tobacco, unless otherwise specified. New Valley is engaged in the real estate business.

The unaudited, interim condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and, in management’s opinion, contain all adjustments, consisting only of normal recurring items, necessary for a fair statement of the results for the periods presented. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 filed with the Securities and Exchange Commission (“SEC”). The consolidated results of operations for interim periods should not be regarded as necessarily indicative of the results that may be expected for the entire year.

(b) Distributions and Dividends on Common Stock:

The Company records distributions on its common stock as dividends in its condensed consolidated statement of stockholders’ deficiency to the extent of retained earnings. Any amounts exceeding retained earnings are recorded as a reduction to additional paid-in capital to the extent paid-in-capital is available and then to accumulated deficit. The Company’s stock dividends are recorded as stock splits and given retroactive effect to earnings per share for all periods presented.

(c) Earnings Per Share (“EPS”):

Information concerning the Company’s common stock has been adjusted to give retroactive effect to the 5% stock dividend distributed to Company stockholders on September 27, 2019. All per share amounts and references to share amounts have been updated to reflect the retrospective effect of the stock dividend.

Net income for purposes of determining basic EPS was as follows:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2019			2018			2019			2018
Net income attributed to Vector Group Ltd.	$	36,008		$	12,002		$	90,268		$	37,031
Income attributed to participating securities	(2,023		)	(1,722		)	(6,052		)	(5,186		)
Net income applicable to common shares attributed to Vector Group Ltd.	$	33,985		$	10,280		$	84,216		$	31,845

8

VECTOR GROUP LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands, Except Per Share Amounts)

Unaudited

Net income for purposes of determining diluted EPS was as follows:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2019			2018			2019			2018
Net income attributed to Vector Group Ltd.	$	36,008		$	12,002		$	90,268		$	37,031
Income attributable to 7.5% Variable Interest Senior Convertible Notes	—			—			(1,246		)	—
Income attributed to participating securities	(2,023		)	(1,722		)	(6,052		)	(5,186		)
Net income applicable to common shares attributed to Vector Group Ltd.	$	33,985		$	10,280		$	82,970		$	31,845

Basic and diluted EPS were calculated using the following common shares:

	Three Months Ended		Nine Months Ended
	September 30,		September 30,
	2019	2018	2019	2018
Weighted-average shares for basic EPS	146,703,766	146,461,283	146,562,252	146,327,788
Plus incremental shares related to convertible debt	—	—	961,191	—
Plus incremental shares related to stock options and non-vested restricted stock	32,374	26,290	13,782	185,660
Weighted-average shares for diluted EPS	146,736,140	146,487,573	147,537,225	146,513,448

The following non-vested restricted stock and shares issuable upon the conversion of convertible debt were outstanding during the three and nine months ended September 30, 2019 and 2018, but were not included in the computation of diluted EPS because the impact of the per share expense associated with the restricted stock were greater than the average market price of the common shares during the respective periods and the common shares issuable under the convertible debt were anti-dilutive to EPS.

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2019		2018		2019		2018
Weighted-average shares of non-vested restricted stock	1,012,285		—		1,274,549		—
Weighted-average expense per share	$	18.03	$	—	$	17.95	$	—
Weighted-average number of shares issuable upon conversion of debt	11,447,061		30,260,606		11,447,061		30,260,606
Weighted-average conversion price	$	20.27	$	16.15	$	20.27	$	16.15

9

VECTOR GROUP LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands, Except Per Share Amounts)

Unaudited

(d) Fair Value of Derivatives Embedded within Convertible Debt:

The Company has estimated the fair value of the embedded derivatives based principally on the results of a valuation model. A readily determinable fair value of the embedded derivatives is not available. The estimated fair value of the derivatives embedded within the convertible debt is based principally on the present value of future dividend payments expected to be received by the convertible debt holders over the term of the debt. The discount rate applied to the future cash flows is estimated based on a spread in the yield of the Company’s debt when compared to risk-free securities with the same duration. The valuation model assumes future dividend payments by the Company and utilizes interest rates and credit spreads for secured to unsecured debt, unsecured to subordinated debt and subordinated debt to preferred stock to determine the fair value of the derivatives embedded within the convertible debt. The valuation also considers other items, including current and future dividends and the volatility of Vector’s stock price. At September 30, 2019, the range of estimated fair values of the Company’s embedded derivatives was between $11,080 and $11,132. The Company recorded the fair value of its embedded derivatives at the approximate midpoint of the range at $11,105 as of September 30, 2019. At December 31, 2018, the range of estimated fair values of the Company’s embedded derivatives was between $31,371 and $31,519. The Company recorded the fair value of its embedded derivatives at the midpoint of the range at $31,424 as of December 31, 2018. The estimated fair value of the Company’s embedded derivatives could change significantly based on future market conditions. (See Note 8.)

(e) Investments in Real Estate Ventures:

In accounting for its investments in real estate ventures, the Company identified its participation in Variable Interest Entities (“VIE”), which are defined as (a) entities in which the equity investment at risk is not sufficient to finance its activities without additional subordinated financial support; (b) as a group, the equity investors at risk lack (1) the power to direct the activities of a legal entity that most significantly impact the entity’s economic performance, (2) the obligation to absorb the expected losses of the entity, or (3) the right to receive the expected residual returns of the entity; or (c) as a group, the equity investors have voting rights that are not proportionate to their economic interests and the entity’s activities involve or are conducted on behalf of an investor with a disproportionately small voting interest.

The Company’s interest in VIEs is primarily in the form of equity ownership. The Company examines specific criteria and uses judgment when determining if the Company is the primary beneficiary of a VIE. Factors considered include risk and reward sharing, experience and financial condition of other partner(s), voting rights, involvement in day-to-day capital and operating decisions, representation on a VIE’s executive committee, existence of unilateral kick-out rights exclusive of protective rights or voting rights and level of economic disproportionality between the Company and its other partner(s).

Accounting guidance requires the consolidation of VIEs in which the Company is the primary beneficiary. The guidance requires consolidation of VIEs that an enterprise has a controlling financial interest. A controlling financial interest will have both of the following characteristics: (a) the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance and (b) the obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE.

The Company’s maximum exposure to loss in its investments in unconsolidated VIEs is limited to its investment in the VIE, any unfunded capital commitments to the VIE, and, in some cases, guarantees in connection with debt on the specific project. The Company’s maximum exposure to loss in its investment in consolidated VIEs is limited to its investment, which is the carrying value of the investment net of the non-controlling interest. Creditors of the consolidated VIEs have no recourse to the general credit of the primary beneficiary.

10

VECTOR GROUP LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands, Except Per Share Amounts)

Unaudited

(f) Other, Net:

Other, net consisted of:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2019			2018			2019			2018
Interest and dividend income	$	3,083		$	2,466		$	9,430		$	6,533
Equity in (losses) earnings from investments	(468		)	3,230			(791		)	9,205
Net (losses) gains recognized on investment securities	(1,487		)	(962		)	5,601			(1,295		)
Net periodic benefit cost other than the service costs	(576		)	(254		)	(1,692		)	(761		)
Other income (expense)	1,203			1			1,105			(22		)
Other, net	$	1,755		$	4,481		$	13,653		$	13,660

(g) Other Assets:

Other assets consisted of:

	September 30, 2019		December 31, 2018
Restricted assets	$	5,982	$	6,306
Prepaid pension costs	24,800		23,869
Other assets	68,688		60,177
Total other assets	$	99,470	$	90,352

(h) Other Current Liabilities:

Other current liabilities consisted of:

	September 30, 2019		December 31, 2018
Accounts payable	$	14,191	$	13,144
Accrued promotional expenses	40,977		37,940
Accrued excise and payroll taxes payable, net	5,065		14,612
Accrued interest	28,116		38,673
Commissions payable	17,730		12,975
Accrued salary and benefits	25,518		30,228
Contract liabilities	7,416		—
Allowance for sales returns	6,617		6,935
Other current liabilities	29,092		25,831
Total other current liabilities	$	174,722	$	180,338

11

VECTOR GROUP LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands, Except Per Share Amounts)

Unaudited

(i) Goodwill and Other Intangible Assets, Net:

The components of “Goodwill and other intangible assets, net” were as follows:

	September 30, 2019		December 31, 2018
Goodwill	$	78,008	$	77,568
Indefinite life intangibles:
Intangible asset associated with benefit under the MSA	107,511		107,511
Trademark - Douglas Elliman	80,000		80,000
Intangibles with a finite life, net	515		1,532
Total goodwill and other intangible assets, net	$	266,034	$	266,611

(j) Reconciliation of Cash, Cash Equivalents and Restricted Cash:

The components of “Cash, cash equivalents and restricted cash” in the Condensed Consolidated Statement of Cash Flows were as follows:

	September 30, 2019		December 31, 2018
Cash and cash equivalents	$	319,298	$	584,581
Restricted cash and cash equivalents included in other current assets	3,660		2,697
Restricted cash and cash equivalents included in other assets	4,460		4,451
Total cash, cash equivalents, and restricted cash shown in the Condensed Consolidated Statement of Cash Flows	$	327,418	$	591,729

Amounts included in current restricted assets and non-current restricted assets represent cash and cash equivalents required to be deposited into escrow for bonds required to appeal adverse product liability judgments, amounts required for letters of credit related to office leases, and certain deposit requirements for banking arrangements. The restrictions related to the appellate bonds will remain in place until the appeal process has been completed. The restrictions related to the letters of credit will remain in place for the duration of the respective lease. The restrictions related to the banking arrangements will remain in place for the duration of the arrangement.

(k)    New Accounting Pronouncements:

Accounting Standards Updates (“ASU”) adopted in 2019:

In July 2018, the FASB issued ASU No. 2018-09, Codification Improvements (“ASU 2018-09”). This standard does not prescribe any new accounting guidance, but instead makes minor improvements and clarifications of several different FASB Accounting Standards Codification areas based on comments and suggestions made by various stakeholders. Certain updates were applicable immediately while others were effective for the Company’s fiscal year beginning January 1, 2019. Adoption of this update did not have a material impact on the Company’s condensed consolidated financial statements.

In February 2018, the FASB issued ASU No. 2018-02, Income Statement – Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income (“ASU 2018-02”), which allows for stranded tax effects in accumulated other comprehensive income resulting from the Tax Act to be reclassified to retained earnings. The Company adopted ASU 2018-02 effective January 1, 2019. The reclassification from the adoption of this standard resulted in a decrease of $4,697 to accumulated deficit and an increase of $4,697 to accumulated other comprehensive loss.

12

VECTOR GROUP LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands, Except Per Share Amounts)

Unaudited

In February 2016, the FASB issued ASU 2016-02, Leases (“ASU 2016-02”), which provides guidance for accounting for leases. ASU 2016-02 requires lessees to classify leases as either finance or operating leases and to record a right-of-use asset and a lease liability for all leases with a term greater than 12 months regardless of the lease classification. The lease classification will determine whether the lease expense is recognized based on an effective interest rate method or on a straight-line basis over the term of the lease. Accounting for lessors remains largely unchanged from current U.S. GAAP. In July 2018, the FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases and ASU 2018-11 “Leases (Topic 842): Targeted Improvements” (ASU 2018-11). ASU 2018-10 clarifies certain areas within ASU 2016-02. Prior to ASU 2018-11, a modified retrospective transition was required for financing or operating leases existing at or entered into after the beginning of the earliest comparative period presented in the financial statements. ASU 2018-11 allows entities an additional transition method to the existing requirements whereby an entity could adopt the provisions of ASU 2016-02 by recognizing a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption without adjustment to the financial statements for periods prior to adoption. ASU 2018-11 also allows a practical expedient that permits lessors to not separate non-lease components from the associated lease component if certain conditions are present. In December 2018, the FASB also issued ASU 2018-20, Leases (Topic 842): Narrow-Scope Improvements for Lessors, which requires lessors to exclude lessor costs paid directly to a third party by lessees from lease revenues and expenses, provides an election for lessors to exclude sales taxes and other similar taxes collected from lessees from consideration in the contract, and clarifies lessors accounting for variable payments related to lease and nonlease components. ASU 2016-02, ASU 2018-10, ASU 2018-11 and ASU 2018-20 was effective for the Company’s fiscal year beginning January 1, 2019 and subsequent interim periods.

On January 1, 2019, the Company adopted ASU No. 2016-02- Leases (Topic 842) applying the modified retrospective method and the option presented under ASU 2018-11 to transition only active leases as of January 1, 2019 with a cumulative effect adjustment as of that date. See Note 3 - Leases, for additional accounting policy and transition disclosures.

ASUs to be adopted in future periods:

In October 2018, the FASB issued ASU No. 2018-17, Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities. The guidance requires indirect interests held through related parties under common control arrangements be considered on a proportional basis for determining whether fees paid to decision makers and service providers are variable interests. The guidance is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The Company is currently evaluating the impact of the new guidance on our condensed consolidated financial statements.

In October 2018, the FASB issued ASU No. 2018-16, Inclusion of the Secured Overnight Financing Rate (“SOFR”) Overnight Index Swap (“OIS”) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes (“ASU 2018-16”), which amends ASC 815, Derivatives and Hedging. This ASU adds the OIS rate based on SOFR to the list of permissible benchmark rates for hedge accounting purposes. The amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Adoption of ASU 2018-16 will be on a prospective basis for qualifying new or redesignated hedging relationships entered into on or after the date of adoption. The Company is currently assessing the impact the adoption of ASU 2018-16 will have on the Company’s condensed consolidated financial statements.

In August 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other Internal Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. The amendments in this update align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. ASU 2018-15 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently assessing the impact the adoption of ASU 2018-15 will have on the Company’s condensed consolidated financial statements.

In August 2018, the FASB issued ASU No. 2018-14, Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20): Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans (“ASU 2018-14”). ASU 2018-14 eliminates the requirement to disclose the amounts in accumulated other comprehensive income expected to be recognized as part of net periodic benefit cost over the next year. The ASU also removes the disclosure requirements for the effects of a one-percentage-point change on the assumed health care costs and the effect of this change in rates on service cost, interest cost and the benefit obligation for postretirement health care benefits. ASU 2018-14 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2020. Early adoption is permitted. The adoption of ASU 2018-14 will impact financial statement disclosure with no impact on operating results.

13

VECTOR GROUP LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands, Except Per Share Amounts)

Unaudited

In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement, which is designed to improve the effectiveness of disclosures by removing, modifying and adding disclosures related to fair value measurements. The ASU eliminates disclosures such as the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy. The ASU also adds new disclosure requirements for Level 3 measurements. ASU No. 2018-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The adoption of ASU 2018-13 will impact financial statement disclosure with no impact on operating results.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), sets forth a current expected credit loss model that changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. This guidance is effective for fiscal years beginning after December 15, 2019, with early adoption permitted. The Company is currently assessing the impact the adoption of ASU 2016-13 will have on the Company’s condensed consolidated financial statements.

2. REVENUE RECOGNITION

Revenue Recognition Accounting Pronouncement Adoption

On January 1, 2018, the Company adopted Topic 606 applying the modified retrospective method. The following practical expedients and optional disclosure exemptions available under Topic 606 have been applied:

1. The Company applied the optional exemption in paragraph 606-10-50-14 of Topic 606, and has not disclosed the amount of the transaction price allocated to the remaining performance obligations for the Real Estate property management business because the contracts to provide property management services are typically annual contracts.

2. The Company applied the optional exemption in paragraph 606-10-50-14A of Topic 606, and has not disclosed the amount of the transaction price allocated to the remaining performance obligations for the Real Estate development marketing business because the transaction prices in these contracts are comprised entirely of variable consideration based on the ultimate selling price of each unit in the subject property.

Revenue Recognition Policies

Revenue is measured based on a consideration specified in a contract with a customer less any sales incentives. Revenue is recognized when (a) an enforceable contract with a customer exists, that has commercial substance, and collection of substantially all consideration for services is probable; and (b) the performance obligations to the customer are satisfied either over time or at a point in time.

Tobacco sales: Revenue from cigarette sales, which include federal excise taxes billed to customers, is recognized upon shipment of cigarettes when control has passed to the customer. Average collection terms for Tobacco sales range between three and twelve days from the time that the cigarettes are shipped to the customer. The Company records a liability for goods estimated to be returned in other current liabilities and the associated receivable for anticipated federal excise tax refunds in other current assets on the condensed consolidated balance sheet. The liability for returned goods is based principally on sales volumes and historical return rates. The estimated costs of sales incentives, including customer incentives and trade promotion activities, are based principally on historical experience and are accounted for as reductions in Tobacco revenue. Expected payments for sales incentives are included in other current liabilities on the Company’s condensed consolidated balance sheet. The Company accounts for shipping and handling costs as fulfillment costs as part of cost of sales.

Real estate sales: Real estate commissions and other payments earned by the Company’s real estate brokerage businesses are recognized as revenue when the real estate sale is completed or lease agreement is executed, which is the point in time that the performance obligation is satisfied. Any commission and other payments received in advance are deferred until the satisfaction of the performance obligation. Corresponding agent commission expenses, including any advance commission or other direct expense payments, are deferred and recognized as cost of sales concurrently with related revenues.

14

VECTOR GROUP LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands, Except Per Share Amounts)

Unaudited

The Company’s Real Estate revenue contracts with customers do not have multiple material performance obligations to customers under Topic 606, except for contracts in the Company’s development marketing business. Contracts in the development marketing business provide the Company with the exclusive right to sell units in a subject property for a commission fee per unit sold calculated as a percentage of the sales price of each unit. Accordingly, a performance obligation exists for each unit in the development marketing property under contract, and a portion of the total contract transaction price is allocated to and recognized at the time each unit is sold.

The total contract transaction price is allocated to each unit in the subject property and recognized when the performance obligation, i.e. the sale of each unit, is satisfied. Accordingly, the transaction price allocated to the remaining performance obligations for the development marketing business represents variable consideration allocated entirely to wholly unsatisfied performance obligations.

Under development marketing service arrangements, dedicated staff are required for a subject property and these costs are typically reimbursed from the customer through advance payments that are recoupable from future commission earnings. Advance payments received and associated direct costs paid are deferred, allocated to each unit in the subject property, and recognized at the time of the completed sale of each unit.

Development marketing service arrangements also include direct fulfillment costs incurred in advance of the satisfaction of the performance obligation. The Company capitalizes costs incurred in fulfilling a contract with a customer if the fulfillment costs 1) relate directly to an existing contract or anticipated contract, 2) generate or enhance resources that will be used to satisfy performance obligations in the future, and 3) are expected to be recovered. These costs are amortized over the estimated customer relationship period which is the contract term. The Company uses an amortization method that is consistent with the pattern of transfer of goods or services to its customers by allocating these costs to each unit in the subject property and expensing these costs as each unit sold is closed over the contract.

Commission revenue is recognized at the time the performance obligation is met for commercial leasing contracts, which is when the lease agreement is executed, as there are no further performance obligations, including any amounts of future payments under extended payment terms.

Property management revenue arrangements consist of providing operational and administrative services to manage a subject property. Fees for these services are typically billed and collected monthly. Property management service fees are recognized as revenue over time using the output method as the performance obligations under the customer arrangement are satisfied each month.

Title insurance commission fee revenue is earned when the sale of the title insurance policy is completed, which corresponds to the point in time when the underlying real estate sale is completed, which is when the performance obligation is satisfied.

Disaggregation of Revenue

In the following table, revenue is disaggregated by major product line for the Tobacco segment:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2019		2018		2019		2018
Tobacco Segment Revenues:
Core Discount Brands - EAGLE 20’s, PYRAMID, GRAND PRIX, LIGGETT SELECT, and EVE	$	273,918	$	274,405	$	774,301	$	764,306
Other Brands	29,342		27,604		80,216		79,652
Total tobacco revenues	$	303,260	$	302,009	$	854,517	$	843,958

15

VECTOR GROUP LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands, Except Per Share Amounts)

Unaudited

In the following table, revenue is disaggregated by major services line and primary geographical market for the Real Estate segment:

	Three Months Ended September 30, 2019
	New York City		Northeast		Southeast		West		Total
Real Estate Segment Revenues:
Commission brokerage income	$	73,081	$	47,066	$	25,008	$	27,770	$	172,925
Development marketing	6,920		—		7,614		3,992		18,526
Property management revenue	8,484		184		—		—		8,668
Title fees	—		1,049		—		—		1,049
Total Douglas Elliman revenue	88,485		48,299		32,622		31,762		201,168
Other real estate revenues	—		—		—		362		362
Total real estate revenues	$	88,485	$	48,299	$	32,622	$	32,124	$	201,530

	Three Months Ended September 30, 2018
	New York City		Northeast			Southeast		West		Total
Real Estate Segment Revenues:
Commission brokerage income	$	79,192	$	48,996		$	22,491	$	26,802	$	177,481
Development marketing	16,187		—			8,088		402		24,677
Property management revenue	8,528		(381		)	—		—		8,147
Title fees	—		1,174			—		—		1,174
Total Douglas Elliman revenue	103,907		49,789			30,579		27,204		211,479
Other real estate revenues	—		—			—		381		381
Total real estate revenues	$	103,907	$	49,789		$	30,579	$	27,585	$	211,860

	Nine Months Ended September 30, 2019
	New York City		Northeast		Southeast		West		Total
Real Estate Segment Revenues:
Commission brokerage income	$	243,061	$	118,057	$	79,303	$	77,952	$	518,373
Development marketing	41,024		—		10,680		4,021		55,725
Property management revenue	26,699		538		—		—		27,237
Title fees	—		4,682		—		—		4,682
Total Douglas Elliman revenue	310,784		123,277		89,983		81,973		606,017
Other real estate revenues	—		—		—		3,612		3,612
Total real estate revenues	$	310,784	$	123,277	$	89,983	$	85,585	$	609,629

16

VECTOR GROUP LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands, Except Per Share Amounts)

Unaudited

	Nine Months Ended September 30, 2018
	New York City		Northeast		Southeast		West		Total
Real Estate Segment Revenues:
Commission brokerage income	$	215,775	$	124,902	$	78,798	$	76,313	$	495,788
Development marketing	37,356		252		13,169		645		51,422
Property management revenue	25,226				—		—		25,226
Title fees	—		4,085		—		—		4,085
Total Douglas Elliman revenue	278,357		129,239		91,967		76,958		576,521
Other real estate revenues	—		—		—		3,844		3,844
Total real estate revenues	$	278,357	$	129,239	$	91,967	$	80,802	$	580,365

Contract Balances

The following table provides information about contracts assets and contract liabilities from development marketing and commercial leasing contracts with customers:

	September 30, 2019		January 1, 2019
Receivables, which are included in accounts receivable - trade, net	$	2,378	$	2,050
Contract assets, net, which are included in other current assets	8,809		9,264
Payables, which are included in other current liabilities	1,311		1,082
Contract liabilities, which are included in other current liabilities	7,416		7,071
Contract assets, net, which are included in other assets	20,093		15,794
Contract liabilities, which are included in other liabilities	35,258		30,445

Receivables and payables relate to commission receivables and commissions payable from the Real Estate commercial leasing contracts for which the performance obligation has been satisfied, have extended payment terms and are expected to be received and paid in the next twelve months. Receivables increased $328 for the nine-month period ended September 30, 2019 primarily due to revenue accrued as performance obligations are satisfied of $2,780, offset by cash collections. Correspondingly, payables increased $229 primarily due to additional expense accruals as performance obligations are satisfied of $1,727, offset by cash payments.

Contract assets increased by $3,844 during the nine months ended September 30, 2019 due to $15,039 of payments made for direct fulfillment costs incurred in advance of the satisfaction of the performance obligations for Real Estate development marketing contracts, offset by costs recognized for units closed during the quarter.

Contract liabilities relate to payments received in advance of the performance obligations being satisfied under the contract for the Real Estate development marketing and are recognized as revenue at the points in time when the Company performs under the contract. Performance obligations related to the Real Estate development marketing contracts are considered satisfied when each unit is closed. Development marketing projects tend to span four to six years from the time the Company enters into the contract with the developer to the time that all of the sales of the units in a subject property are closed. The timing for sales closings are dependent upon several external factors outside the Company’s control, including but not limited to, economic factors, seller and buyer actions, construction timing and other real estate market factors. Accordingly, all contract liabilities and contract costs associated with development marketing are considered long-term until closing dates for unit sales are scheduled. As of September 30, 2019, the Company estimates approximately $7,416 of contract liabilities will be recognized as revenue within the next twelve months.

Contract liabilities increased by $5,158 during the nine months ended September 30, 2019 due to $16,377 of advance payments received from customer prior to the satisfaction of performance obligations for Real Estate development marketing contracts,

17

VECTOR GROUP LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands, Except Per Share Amounts)

Unaudited

offset by revenue recognized for units sold during the quarter. The Company recognized revenue of $9,753 for the nine months ended September 30, 2019, that were included in the contract liabilities balances at January 1, 2019.

Topic 606 requires an entity to disclose the revenue recognized in the reporting period from performance obligations satisfied (or partially satisfied) in previous periods (for example, due to changes in transaction price). There was no revenue recognized relating to performance obligations satisfied or partially satisfied in prior periods for the three and nine months ended September 30, 2019 and 2018, respectively.

3. LEASES

Leasing Accounting Pronouncement Adoption

On January 1, 2019, the Company adopted ASU No. 2016-02 - Leases (Topic 842) applying the modified retrospective method and the option presented under ASU 2018-11 to transition only active leases as of January 1, 2019 with a cumulative effect adjustment as of that date. All comparative periods prior to January 1, 2019 retain the financial reporting and disclosure requirements of ASC 840. The Company elected the package of practical expedients permitted under the transition guidance within the new standard. The package of three expedients includes: 1) the ability to carry forward the historical lease classification, 2) the elimination of the requirement to reassess whether existing or expired agreements contain leases, and 3) the elimination of the requirement to reassess initial direct costs. The Company also elected the practical expedient related to short-term leases without purchase options reasonably certain to exercise, allowing it to exclude leases with terms of less than twelve (12) months from capitalization for all asset classes. The Company did not elect the hindsight practical expedient when determining the lease terms. The adoption of the new standard resulted in the recording of right-of-use (“ROU”) assets and lease liabilities of $128,890 and $153,676, respectively, as of January 1, 2019. The difference between the ROU assets and lease liabilities reflects the reclassification of historical deferred rent balances of approximately $22,881, and tenant improvement receivable of $355 as adjustments to the ROU asset balances, and an adjustment that increased accumulated deficit by $1,550 to recognize the impairment in ROU assets for asset groups previously identified as being impaired. The standard did not materially impact the Company’s consolidated net earnings and had no impact on cash flows. The new standard had no material impact on liquidity and had no impact on the Company’s debt-covenant compliance under its current debt agreements.

Leasing Policies

The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease ROU assets and lease liabilities on the Company’s balance sheets. Finance leases are included in investments in real estate, net, property, plant and equipment and current and long-term portions of notes payable and long-term debt on the Company’s balance sheets.

ROU assets represent the Company’s right to use an underlying asset for the duration of the lease term. Lease liabilities represent the Company’s obligation to make lease payments as determined by the lease agreement. Lease liabilities are recorded at commencement for the net present value of future lease payments over the lease term. The discount rate used is generally the Company’s estimated incremental borrowing rate unless the lessor’s implicit rate is readily determinable. Discount rates are calculated periodically to estimate the rate the Company would pay to borrow the funds necessary to obtain an asset of similar value, over a similar term, with a similar security. ROU assets are recorded and recognized at commencement for the lease liability amount, initial direct costs incurred and is reduced for lease incentives received. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Operating lease expense is recognized on a straight-line basis over the lease term. Finance lease cost is recognized on a straight-line basis over the shorter of the useful life of the asset and the lease term.

The Company has lease agreements with lease and non-lease components; the Company has elected the accounting policy to combine lease and non-lease components for all underlying asset classes.

18

VECTOR GROUP LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands, Except Per Share Amounts)

Unaudited

Leases

The Company has operating and finance leases for corporate and sales offices, and certain vehicles and equipment. The leases have remaining lease terms of one year to 15 years, some of which include options to extend for up to five years, and some of which include options to terminate the leases within one year. However, the Company in general is not reasonably certain to exercise options to renew or terminate, and therefore renewal and termination options are not considered in the lease term or the ROU asset and lease liability balances. The Company’s lease population includes purchase options on equipment leases that are included in the lease payments when reasonably certain to be exercised. The Company’s lease population does not include any residual value guarantees. The Company’s lease population does not contain any material restrictive covenants.

The Company has leases with variable payments, most commonly in the form of Common Area Maintenance (“CAM”) and tax charges which are based on actual costs incurred. These variable payments were excluded from the ROU asset and lease liability balances since they are not fixed or in-substance fixed payments. Variable payments are expensed as incurred.

The components of lease expense were as follows:

	Three Months Ended		Nine Months Ended
	September 30,		September 30,
	2019		2019
Operating lease cost	$	9,707	$	28,212
Short-term lease cost	397		910
Variable lease cost	715		2,405
Finance lease cost:
Amortization	67		186
Interest on lease liabilities	5		12
Total lease cost	$	10,891	$	31,725

Supplemental cash flow information related to leases was as follows:

	Nine Months Ended
	September 30,
	2019
Cash paid for amounts included in measurement of lease liabilities:
Operating cash flows from operating leases	$	28,023
Operating cash flows from finance leases	12
Financing cash flows from finance leases	182
Right-of-use assets obtained in exchange for lease obligations:
Operating leases	32,511
Finance leases	159

19

VECTOR GROUP LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands, Except Per Share Amounts)

Unaudited

Supplemental balance sheet information related to leases was as follows:

	September 30,
	2019
Operating leases:
Operating lease right-of-use assets	$	148,387
Current operating lease liability	$	19,344
Non-current operating lease liability	154,254
Total operating lease liabilities	$	173,598
Finance leases:
Investments in real estate, net	$	120		(1)
Property, plant and equipment, at cost	$	127
Accumulated amortization	(13		)
Property and equipment, net	$	114
Current portion of notes payable and long-term debt	$	110
Notes payable, long-term debt and other obligations, less current portion	120
Total finance lease liabilities	$	230
Weighted average remaining lease term:
Operating leases	8.63
Finance leases	3.00
Weighted average discount rate:
Operating leases	10.78		%
Finance leases	8.41		%

⁽¹⁾   Included in Investments in real estate, net on the condensed consolidated balance sheet are financing lease equipment, at cost of $762 and accumulated amortization of $642 as of September 30, 2019.

20

VECTOR GROUP LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands, Except Per Share Amounts)

Unaudited

As of September 30, 2019, maturities of lease liabilities were as follows:

	Operating Leases			Finance  Leases
Year Ending December 31:
Remainder of 2019	$	9,965		$	39
2020	35,876			98
2021	33,786			44
2022	31,339			39
2023	29,295			31
2024	23,905			8
Thereafter	114,702			—
Total lease payments	278,868			259
Less imputed interest	(105,270		)	(29		)
Total	$	173,598		$	230

Under ASC 840, Leases, future minimum lease payments under noncancelable operating leases as of December 31, 2018 were as follows:

	Lease Commitments		Sublease Rentals		Net
Year Ending December 31:
2019	$	35,973	$	69	$	35,904
2020	29,917		—		29,917
2021	27,592		—		27,592
2022	25,185		—		25,185
2023	23,589		—		23,589
Thereafter	104,126		—		104,126
Total	$	246,382	$	69	$	246,313

The Company has one lease for office space wherein the lessor is an affiliate of a significant shareholder of the Company. This lease represents $1,368 of the ROU asset balances and $1,429 of lease liability balances as of September 30, 2019. The rent expense for this lease was approximately $115 and $344 for the three and nine months ended September 30, 2019.

As of September 30, 2019, the Company had $2,392 in undiscounted lease payments relating to additional operating leases for office space and equipment that have not yet commenced. The operating leases will commence in the fourth quarter of 2019 with lease terms ranging from 1.6 to 5 years.

21

VECTOR GROUP LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands, Except Per Share Amounts)

Unaudited

4. INVENTORIES

Inventories consisted of:

	September 30, 2019			December 31, 2018
Leaf tobacco	$	46,706		$	42,917
Other raw materials	4,318			3,750
Work-in-process	856			1,931
Finished goods	69,337			63,937
Inventories at current cost	121,217			112,535
LIFO adjustments	(22,038		)	(21,538		)
	$	99,179		$	90,997

All of the Company’s inventories at September 30, 2019 and December 31, 2018 are reported under the LIFO method. The $22,038 LIFO adjustment as of September 30, 2019 decreases the current cost of inventories by $15,432 for Leaf tobacco, $219 for Other raw materials, $25 for Work-in-process and $6,362 for Finished goods. The $21,538 LIFO adjustment as of December 31, 2018 decreased the current cost of inventories by $14,932 for Leaf tobacco, $219 for Other raw materials, $25 for Work-in-process and $6,362 for Finished goods.

Liggett enters into purchase commitments with third-party providers for leaf tobacco. The future quantities of leaf tobacco and prices are established at the date of the commitments. At September 30, 2019, Liggett had tobacco purchase commitments of approximately $17,318. Liggett has a single source supply agreement for reduced ignition propensity cigarette paper through 2019.

Each period, the Company capitalizes in inventory the portion of its MSA liability that relates to cigarettes shipped to public warehouses but not sold. The amount of capitalized MSA cost in “Finished goods” inventory was $18,758 and $16,001 at September 30, 2019 and December 31, 2018, respectively. Federal excise tax capitalized in inventory was $27,674 and $26,419 at September 30, 2019 and December 31, 2018, respectively.

5. INVESTMENT SECURITIES AT FAIR VALUE

Investment securities at fair value consisted of the following:

	September 30, 2019		December 31, 2018
Debt securities available for sale	$	94,567	$	84,367
Equity securities at fair value	46,123		47,202
Total investment securities at fair value	$	140,690	$	131,569

Net (losses) gains recognized on investment securities were as follows:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2019			2018			2019			2018
Net (losses) gains recognized on equity securities	$	(1,506	)	$	(797	)	$	5,545		$	(306	)
Net gains (losses) recognized on debt securities available for sale	25			(4		)	67			(17		)
Gross realized losses on other-than-temporary impairments	(6		)	(161		)	(11		)	(972		)
Net (losses) gains recognized on investment securities	$	(1,487	)	$	(962	)	$	5,601		$	(1,295	)

22

VECTOR GROUP LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands, Except Per Share Amounts)

Unaudited

Sales of investment securities totaled $16,186 and $14,895 and proceeds from early redemptions by issuers totaled $46,626 and $18,192 for the nine months ended September 30, 2019 and 2018, respectively, mainly from the sales and redemptions of Corporate securities and U.S. Government securities.

(a) Debt Securities Available for Sale

The components of debt securities available for sale at September 30, 2019 were as follows:

	Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Marketable debt securities	$	93,730	$	837	$	—	$	94,567
Total debt securities available for sale	$	93,730	$	837	$	—	$	94,567

The table below summarizes the maturity dates of debt securities available for sale at September 30, 2019.

Investment Type:	Fair Value		Under 1 Year		1 Year up to 5 Years		More than 5 Years
U.S. Government securities	$	17,543	$	7,090	$	10,453	$	—
Corporate securities	50,159		20,328		29,831		—
U.S. mortgage-backed securities	10,361		3,053		7,308		—
Commercial mortgage-backed securities	388		24		364		—
Commercial paper	13,934		13,934		—		—
Index-linked U.S. bonds	1,174		1,174		—		—
Foreign fixed-income securities	1,008		500		508		—
Total debt securities available for sale by maturity dates	$	94,567	$	46,103	$	48,464	$	—

The components of debt securities available for sale at December 31, 2018 were as follows:

	Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Marketable debt securities	$	84,199	$	168	$	—	$	84,367
Total debt securities available for sale	$	84,199	$	168	$	—	$	84,367

There were no available-for-sale debt securities with continuous unrealized losses for less than 12 months and 12 months or greater at September 30, 2019 and December 31, 2018, respectively.

23

VECTOR GROUP LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands, Except Per Share Amounts)

Unaudited

Gross realized gains and losses on debt securities available for sale were as follows:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2019			2018			2019			2018
Gross realized gains on sales	$	27		$	1		$	74		$	3
Gross realized losses on sales	(2		)	(5		)	(7		)	(20		)
Net gains (losses) recognized on debt securities available for sale	$	25		$	(4	)	$	67		$	(17	)
Gross realized losses on other-than-temporary impairments	$	(6	)	$	(161	)	$	(11	)	$	(972	)

Although management generally does not have the intent to sell any specific securities at the end of the period, in the ordinary course of managing the Company’s investment securities portfolio, management may sell securities prior to their maturities for a variety of reasons, including diversification, credit quality, yield and liquidity requirements.

(b) Equity Securities at Fair Value

Equity securities at fair value consisted of the following:

	September 30, 2019		December 31, 2018
Marketable equity securities	$	23,909	$	26,010
Mutual funds invested in fixed income securities	22,214		21,192
Total equity securities at fair value	$	46,123	$	47,202

The following is a summary of unrealized and realized net gains and losses recognized in net income on equity securities at fair value during the three and nine months ended September 30, 2019 and 2018, respectively:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2019			2018			2019		2018
Net (losses) gains recognized on equity securities (1)	$	(1,506	)	$	(797	)	$	5,545	$	(306	)
Less: Net gains (losses) recognized on equity securities sold (2)	58			(717		)	468		(534		)
Net unrealized (losses) gains recognized on equity securities still held at the reporting date	$	(1,564	)	$	(80	)	$	5,077	$	228

⁽¹⁾  Includes $781 of net losses and $405 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 September 30, 2019 and 2018, respectively, and $4,689 and $3,641 of net gains recognized on equity securities at fair value that qualify for the NAV practical expedient during the nine months ended September 30, 2019 and 2018, respectively. These equity securities are included in the “Long-term investments” line item on the condensed consolidated balance sheet and are further discussed in Note 6.

⁽²⁾  Includes $84 of net gains recognized on sales of equity securities at fair value that qualify for the NAV practical expedient during the three months ended September 30, 2018, and $649 of gains and $84 of net gains recognized on sales of equity securities at fair value that qualify for the NAV practical expedient during the nine months ended September 30, 2019 and 2018, respectively. These equity securities are included in the “Long-term investments” line item on the condensed consolidated balance sheet and are further discussed in Note 6.

24

VECTOR GROUP LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands, Except Per Share Amounts)

Unaudited

The Company’s marketable equity securities and mutual funds invested in fixed-income securities are classified as Level 1 under the fair value hierarchy disclosed in Note 12. Their fair values are based on quoted prices for identical assets in active markets or inputs that are based upon quoted prices for similar instruments in active markets.

(c) Equity Securities Without Readily Determinable Fair Values That Do Not Qualify for the NAV Practical Expedient

Equity securities without readily determinable fair values that do not qualify for the NAV practical expedient consisted of investments in the common stock of a reinsurance company and membership units of a real estate limited liability company at September 30, 2019. As of December 31, 2018, the Company owned an investment in the common stock of a reinsurance company. The total carrying value of these investments was $6,000 and $5,000 and was included in “Other assets” on the condensed consolidated balance sheet at September 30, 2019 and December 31, 2018, respectively. No impairment or other adjustments related to observable price changes in orderly transactions for identical or similar investments were identified for the three and nine months ended September 30, 2019 and 2018, respectively.

6. LONG-TERM INVESTMENTS

Long-term investments consisted of the following:

	September 30, 2019		December 31, 2018
Equity securities at fair value that qualify for the NAV practical expedient	$	52,384	$	54,628
Equity-method investments	14,531		11,631
	$	66,915	$	66,259

(a) Equity Securities at Fair Value That Qualify for the NAV Practical Expedient

The estimated fair value of the Company’s equity securities at fair value that qualify for the NAV practical expedient was provided by the partnerships based on the indicated market values of the underlying assets or investment portfolio. The investments in these investment partnerships are illiquid and the ultimate realization of these investments is subject to the performance of the underlying partnership and its management by the general partners. In accordance with Subtopic 820-10, these investments are not classified under the fair value hierarchy disclosed in Note 12 because they are investments measured at fair value using the NAV practical expedient.

25

VECTOR GROUP LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands, Except Per Share Amounts)

Unaudited

(b) Equity-Method Investments:

Equity-method investments consisted of the following:

	September 30, 2019		December 31, 2018
Indian Creek Investors LP (“Indian Creek”)	$	665	$	1,167
Boyar Value Fund (“Boyar”)	9,362		8,384
Optika Fund LLC (“Optika”)	4,504		—
Ladenburg Thalmann Financial Services Inc. (“LTS”)	—		2,080
Castle Brands, Inc. (“Castle”)	—		—
	$	14,531	$	11,631

At September 30, 2019, the Company’s ownership percentages in Indian Creek, Boyar, LTS and Castle were 12.47%, 35.65%, 10.22% and 7.62%, respectively. During the third quarter of 2019, the Company contributed $5,000 to Optika and its ownership percentage in the fund was 10.76% at September 30, 2019. The Company accounted for its Indian Creek, Boyar and Optika interests as equity-method investments because the Company’s ownership percentage meets the threshold for equity-method accounting. The Company accounted for its LTS and Castle interests as equity-method investments because the Company has the ability to exercise significant influence over their operating and financial policies.

The fair value of the investment in Boyar, based on the quoted market price as of September 30, 2019, was $9,362, equal to its carrying value. At September 30, 2019, the aggregate fair values of the LTS and Castle investments, based on the quoted market price, were $36,003 and $16,248, respectively.

The Company received cash distributions of $1,495 and $1,231 from the Company’s equity-method investments for the nine months ended September 30, 2019 and 2018, respectively. The Company recognized equity in losses from equity-method investments of $468 and equity in earnings from equity-method investments of $3,230 for the three months ended September 30, 2019 and 2018, respectively. The Company recognized equity in losses from equity-method investments of $791 and equity in earnings from equity method investments of $9,205 for the nine months ended September 30, 2019 and 2018, respectively. The Company has suspended its recognition of equity in losses from LTS and Castle to the extent such losses exceed its basis.

On October 9, 2019, Castle was acquired pursuant to a cash tender offer of $1.27 per outstanding Common Share and,  in connection therewith, the Company tendered the entire amount of its 12,895,017 common shares of Castle.  The Company received $16,377 in October 2019 from the transaction that will be recognized in the fourth quarter.  At the closing of the transaction, the Company’s Executive Vice President resigned as President and Chief Executive Officer of Castle and the Company’s management agreement with Castle was cancelled.

If it is determined that an other-than-temporary decline in fair value exists in equity-method investments, the Company records an impairment charge with respect to such investment in its condensed consolidated statements of operations. The Company will continue to perform additional assessments to determine the impact, if any, on the Company’s condensed consolidated financial statements. Thus, future impairment charges may occur.

The equity-method investments are carried on the condensed consolidated balance sheet at cost under the equity method of accounting. The fair values disclosed above for Boyar, LTS and Castle would be classified as Level 1 under the fair value hierarchy disclosed in Note 12 if such assets were recorded on the condensed consolidated balance sheet at fair value. The fair values are based on quoted prices for identical assets in active markets or inputs that are based upon quoted prices for similar instruments in active markets.

The estimated fair value of the Company’s investments in Indian Creek and Optika represents the NAV per share and was provided by the partnership based on the indicated market value of the underlying assets or investment portfolio. The investments are illiquid and their ultimate realization is subject to the performance of the underlying partnership and their management by the general partners. In accordance with Subtopic 820-10, these investments would not be classified under the fair value hierarchy disclosed in Note 12 if the assets were recorded on the condensed consolidated balance sheet at fair value because they are measured at fair value using the NAV practical expedient.

26

VECTOR GROUP LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands, Except Per Share Amounts)

Unaudited

7. NEW VALLEY LLC

Investments in real estate ventures:

New Valley holds equity investments in various real estate projects domestically and internationally. The majority of New Valley’s investment in real estate ventures were located in the New York City Standard Metropolitan Statistical Area (“SMSA”). New Valley aggregates the disclosure of its investments in real estate ventures by property type and operating characteristics.

The components of “Investments in real estate ventures” were as follows:

	Range of Ownership (1)	September 30, 2019		December 31, 2018
Condominium and Mixed Use Development:
New York City SMSA	3.1% - 49.5%	$	85,221	$	65,007
All other U.S. areas	15.0% - 48.5%	48,091		31,392
		133,312		96,399
Apartment Buildings:
All other U.S. areas	7.6% - 16.3%	—		—
		—		—
Hotels:
New York City SMSA	1.0% - 18.4%	2,513		15,782
International	49.0%	2,405		2,334
		4,918		18,116
Commercial:
New York City SMSA	49.0%	1,968		1,867
All other U.S. areas	1.6%	7,468		7,053
		9,436		8,920
Other:	15.0% - 50.0%	11,903		17,670
Investments in real estate ventures		$	159,569	$	141,105

______________________

⁽¹⁾ The Range of Ownership reflects New Valley’s estimated current ownership percentage. New Valley’s 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.

27

VECTOR GROUP LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands, Except Per Share Amounts)

Unaudited

Contributions:

The components of New Valley’s contributions to its investments in real estate ventures were as follows:

	Nine Months Ended
	September 30,
	2019		2018
Condominium and Mixed Use Development:
New York City SMSA	$	21,760	$	1,158
All other U.S. areas	14,000		—
	35,760		1,158
Apartment Buildings:
New York City SMSA	—		522
	—		522
Hotels:
New York City SMSA	172		167
	172		167
Other:	337		4,285
Total contributions	$	36,269	$	6,132

During the nine months ended September 30, 2019, New Valley did not make certain capital contributions to Monad Terrace, a Condominium and Mixed Use Development located in All other U.S. areas. The Company’s ownership percentage was reduced from 18% to 17% for the nine months ended September 30, 2019. For other ventures where New Valley previously held an investment, New Valley contributed its proportionate share of additional capital along with contributions by the other investment partners during the nine months ended September 30, 2019 and September 30, 2018. New Valley’s direct investment percentage for these ventures did not significantly change. 

28

VECTOR GROUP LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands, Except Per Share Amounts)

Unaudited

Distributions:

The components of distributions received by New Valley from its investments in real estate ventures were as follows:

	Nine Months Ended
	September 30,
	2019		2018
Condominium and Mixed Use Development:
New York City SMSA	$	3,380	$	38,860
All other U.S. areas	1,279		—
	4,659		38,860
Apartment Buildings:
All other U.S. areas	79		295
	79		295
Hotels:
New York City SMSA	21,572		—
	21,572		—
Commercial:
New York City SMSA	13		9
All other U.S. areas	160		10,072
	173		10,081
Other	8,088		657
Total distributions	$	34,571	$	49,893

Of the distributions received by New Valley from its investment in real estate ventures, $3,637 and $12,074 were from distributions of earnings for the nine months ended September 30, 2019 and 2018, respectively, and $30,934 and $37,819 were a return of capital for the nine months ended September 30, 2019 and 2018, respectively. Distributions from earnings are included in cash from operations in the Condensed Consolidating Statements of Cash Flows, while distributions that are returns of capital are included in cash flows from investing activities in the Condensed Consolidating Statements of Cash Flows.

During the nine months ended September 30, 2019, New Valley’s Park Lane joint venture sold 80% of its interest in the Park Lane Hotel, a Hotel located in the New York City SMSA. New Valley recognized equity in earnings of $10,328 from the sale and received distributions of $20,788 for the nine months ended September 30, 2019, respectively. The sale reduced New Valley’s direct ownership percentage of the Park Lane Hotel from 5.2% to 1.0%. New Valley continues to account for its investment in the joint venture under the equity method of accounting because its ownership percentage in its direct investment continues to meet the threshold for equity method accounting.

29

VECTOR GROUP LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands, Except Per Share Amounts)

Unaudited

Equity in Earnings (Losses) from Real Estate Ventures:

New Valley recognized equity in earnings (losses) from real estate ventures as follows:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2019			2018			2019			2018
Condominium and Mixed Use Development:
New York City SMSA	$	2,099		$	1,732		$	(1,127	)	$	(1,880	)
All other U.S. areas	4,600			(151		)	2,234			(976		)
	6,699			1,581			1,107			(2,856		)
Apartment Buildings:
New York City SMSA	—			(1,267		)	—			(4,550		)
All other U.S. areas	76			156			79			142
	76			(1,111		)	79			(4,408		)
Hotels:
New York City SMSA	(102		)	(749		)	8,132			(2,200		)
International	434			206			70			(362		)
	332			(543		)	8,202			(2,562		)
Commercial:
New York City SMSA	(149		)	(228		)	114			(617		)
All other U.S. areas	146			273			517			1,416
	(3		)	45			631			799
Other:	946			322			1,983			649
Equity in earnings (losses) from real estate ventures	$	8,050		$	294		$	12,002		$	(8,378	)

As part of the Company’s ongoing assessment of the carrying values of its investments in real estate ventures, the Company determined that the fair value of four New York City SMSA and one All other U.S. areas Condominium and Mixed Use Development ventures were less than their carrying value as of September 30, 2019. The Company determined that the impairment was other than temporary. The Company recorded an impairment charge as a component of equity in earnings from real estate ventures of $4,445 and $8,311 for the three and nine months ended September 30, 2019, respectively.

As part of the Company’s ongoing assessment of the carrying values of its investments in real estate ventures, the Company determined that the fair value of a New York City SMSA Condominium and Mixed Use Development venture was less than its carrying value as of September 30, 2018. The Company determined that the impairment was other than temporary. The Company recorded an impairment charge as a component of equity in losses from real estate ventures of $2,700 and $10,174, of which $2,113 and $8,467 were attributed to the Company for the three and nine months ended September 30, 2018, respectively.

Investment in Real Estate Ventures Entered into during 2019:

In February 2019, New Valley invested $500 for an approximate 37.0% interest in 352 6th, LLC. The joint venture plans to develop a condominium complex. The venture is a variable interest entity; however, New Valley is not the primary beneficiary. New Valley accounts for this investment under the equity method of accounting. New Valley's maximum exposure to loss as a result of its investment in 352 6th, LLC was $529 at September 30, 2019.

In April 2019, New Valley invested $10,018 for an approximate 17.0% interest in Meatpacking Plaza. The joint venture plans to construct a mixed use development. The venture is a variable interest entity; however, New Valley is not the primary beneficiary. New Valley accounts for this investment under the equity method of accounting. New Valley's maximum exposure to loss as a result of its investment in Meatpacking Plaza was $10,487 at September 30, 2019.

Also in April 2019, New Valley invested $5,000 for an approximate 5.5% interest in 9 DeKalb. The joint venture plans to develop a mixed use development. The venture is a variable interest entity; however, New Valley is not the primary beneficiary.

30

VECTOR GROUP LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands, Except Per Share Amounts)

Unaudited

New Valley accounts for this investment under the equity method of accounting. New Valley's maximum exposure to loss as a result of its investment in 9 DeKalb was $5,234 at September 30, 2019.

In September 2019, New Valley invested $14,000 for an approximate 38.9% interest in The Park on Fifth (500 Alton Rd). The joint venture plans to construct a mixed use development. The venture is a variable interest entity; however, New Valley is not the primary beneficiary. New Valley accounts for this investment under the equity method of accounting. New Valley's maximum exposure to loss as a result of its investment in The Park on Fifth (500 Alton Rd) was $14,000 at September 30, 2019.

VIE Consideration:

The Company has determined that New Valley is the primary beneficiary of two real estate ventures because it controls the activities that most significantly impact economic performance of each of the two real estate ventures. Consequently, New Valley consolidates these variable interest entities (“VIEs”).

The carrying amount of the consolidated assets of the VIEs was $976 and $1,387 as of September 30, 2019 and December 31, 2018, respectively. Those assets are owned by the VIEs, not the Company. Neither of the two consolidated VIEs had recourse liabilities as of September 30, 2019 and December 31, 2018. A VIE’s assets can only be used to settle obligations of that VIE. The VIEs are not guarantors of the Company’s senior notes and other debts payable.

For the remaining investments in real estate ventures, New Valley determined that the entities were VIEs but New Valley was not the primary beneficiary. Therefore, New Valley’s investment in such real estate ventures has been accounted for under the equity method of accounting.

Maximum Exposure to Loss:

New Valley’s maximum exposure to loss from its investments in real estate ventures consisted of the net carrying value of the venture adjusted for any future capital commitments and/or guarantee arrangements. The maximum exposure to loss was as follows:

	September 30, 2019
Condominium and Mixed Use Development:
New York City SMSA	$	90,143
All other U.S. areas	60,591
	150,734
Hotels:
New York City SMSA	2,513
International	2,405
	4,918
Commercial:
New York City SMSA	1,968
All other U.S. areas	7,468
	9,436
Other:	26,535
Total maximum exposure to loss	$	191,623

New Valley capitalized $1,703 and $4,706 of interest costs into the carrying value of its ventures whose projects were currently under development for the three and nine months ended September 30, 2019. New Valley capitalized $2,246 and $6,549 of interest costs into the carrying value of its venture whose projects were currently under development for the three and nine months ended September 30, 2018.

31

VECTOR GROUP LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands, Except Per Share Amounts)

Unaudited

Douglas Elliman has been engaged by the developers as the sole broker or the co-broker for several of the real estate ventures that New Valley owns an interest. Douglas Elliman earned gross commissions of approximately $15,394 and $16,603 from these projects for the nine months ended September 30, 2019 and 2018, respectively.

On November 1, 2019, Douglas Elliman sold its 50% interest in Innova Risk Management, an insurance brokerage company. Douglas Elliman received $8,732 in cash in November 2019 and may receive an additional $1,000 in a potential earn out over a period of two years.

Combined Financial Statements for Unconsolidated Subsidiaries:

The following summarized financial data for certain unconsolidated subsidiaries that meet certain thresholds pursuant to SEC Regulation S-X Rule 210.10-01(b) includes information for the 125 Greenwich Street investment. New Valley has elected a one-month lag reporting period for the investment.

Condominium and Mixed Use Development:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2019			2018			2019			2018
Income Statement
Revenue	$	1		$	6		$	4		$	27
Other expenses	495			745			3,250			145,223
Loss from continuing operations	$	(494	)	$	(739	)	$	(3,246	)	$	(145,196	)

Investments in Real Estate, net:

The components of “Investments in real estate, net” were as follows:

	September 30, 2019		December 31, 2018
Escena, net	$	10,049	$	10,170
Sagaponack	17,960		16,050
Investments in real estate, net	$	28,009	$	26,220

Escena.  The assets of “Escena, net” were as follows:

	September 30, 2019			December 31, 2018
Land and land improvements	$	8,910		$	8,910
Building and building improvements	1,926			1,900
Other	1,680			2,162
	12,516			12,972
Less accumulated depreciation	(2,467		)	(2,802		)
	$	10,049		$	10,170

New Valley recorded operating losses of $965 and $918 for the three months ended September 30, 2019 and 2018, respectively, from Escena. New Valley recorded operating losses of $633 and $408 for the nine months ended September 30, 2019 and 2018, respectively, from Escena.

Investment in Sagaponack. In April 2015, New Valley invested $12,502 in a residential real estate project located in Sagaponack, NY. The project is wholly-owned and the balances of the project are included in the condensed consolidated financial statements of the Company. As of September 30, 2019 and December 31, 2018, the assets of Sagaponack consisted of land and land improvements of $17,960 and $16,050, respectively.

32

VECTOR GROUP LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands, Except Per Share Amounts)

Unaudited

8. NOTES PAYABLE, LONG-TERM DEBT AND OTHER OBLIGATIONS

Notes payable, long-term debt and other obligations consisted of:

	September 30, 2019			December 31, 2018
Vector:
6.125% Senior Secured Notes due 2025	$	850,000		$	850,000
10.5% Senior Notes due 2026	325,000			325,000
7.5% Variable Interest Senior Convertible Notes due 2019, net of unamortized discount of $0 and $3,359*	—			226,641
5.5% Variable Interest Senior Convertible Debentures due 2020, net of unamortized discount of $13,107 and $29,465*	218,893			202,535
Liggett:
Revolving credit facility	11,735			28,381
Term loan under credit facility	2,188			2,409
Equipment loans	446			1,039
Other	30,224			30,440
Notes payable, long-term debt and other obligations	1,438,486			1,666,445
Less:
Debt issuance costs	(20,378		)	(23,614		)
Total notes payable, long-term debt and other obligations	1,418,108			1,642,831
Less:
Current maturities	(239,867		)	(256,134		)
Amount due after one year	$	1,178,241		$	1,386,697

______________________

* The fair value of the derivatives embedded within the 7.5% Variable Interest Senior Convertible Notes ($0 at September 30, 2019 and $6,635 at December 31, 2018, respectively) and the 5.5% Variable Interest Senior Convertible Debentures ($11,105 at September 30, 2019 and $24,789 at December 31, 2018, respectively), is separately classified as a derivative liability in the condensed consolidated balance sheets.

6.125% Senior Secured Notes due 2025 — Vector:

As of September 30, 2019, the Company was in compliance with all debt covenants related to its 6.125% Senior Secured Notes due 2025.

10.5% Senior Notes due 2026 — Vector:

As of September 30, 2019, the Company was in compliance with all debt covenants related to its 10.5% Senior Notes due 2026.

7.5% Variable Interest Senior Convertible Notes due 2019 — Vector:

In January 2019, the Company paid $230,000 of principal and $8,102 of accrued interest as full payment of its 7.5% Variable Interest Senior Convertible Notes that matured on January 15, 2019.

5.5% Variable Interest Senior Convertible Debentures due 2020 — Vector:

As of September 30, 2019, the Company was in compliance with all debt covenants related to its 5.5% Variable Interest Senior Convertible Debentures due 2020. The conversion price for the 5.5% Variable Interest Senior Convertible Debentures due 2020 was $20.27 as of September 30, 2019 and December 31, 2018, respectively. The number of shares into which each $1,000 of principal amount would be convertible was 49.3363 as of September 30, 2019 and December 31, 2018, respectively.

Revolving Credit Facility and Term Loan Under Credit Facility — Liggett:

As of September 30, 2019, a total of $13,923 was outstanding under the revolving and term loan portions of the credit facility. The total outstanding balance under the revolving and term loan portions of the credit facility was classified as current debt as of September 30, 2019. Availability, as determined under the facility, was approximately $45,200 based on eligible collateral at

33

VECTOR GROUP LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands, Except Per Share Amounts)

Unaudited

September 30, 2019. As of September 30, 2019, the Company’s applicable subsidiaries were in compliance with all debt covenants under this revolving and term loan facility.

On October 31, 2019, the Company’s applicable subsidiaries amended the credit facility to, among other things, (i) extend its maturity to January 31, 2025, (ii) update the borrowing base, and (iii) reflect the repayment in full of the term loan facility. Accordingly, the term loan portion of the credit facility no longer exists. As of November 1, 2019, $60,000 was available for borrowing under the Credit Agreement.

Non-Cash Interest Expense — Vector:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2019		2018		2019		2018
Amortization of debt discount, net	$	5,746	$	22,871	$	19,718	$	61,450
Amortization of debt issuance costs	1,089		3,158		3,327		8,783
	$	6,835	$	26,029	$	23,045	$	70,233

Fair Value of Notes Payable and Long-Term Debt:

	September 30, 2019					December 31, 2018
	Carrying			Fair		Carrying			Fair
	Value			Value		Value			Value
Senior Notes	$	1,175,000		$	1,145,375	$	1,175,000		$	1,034,500
Variable Interest Senior Convertible Debt	218,893			241,136		429,176			468,704
Liggett and other	44,593			44,605		62,269			62,255
Notes payable and long-term debt	$	1,438,486	(1)	$	1,431,116	$	1,666,445	(1)	$	1,565,459

______________________

⁽¹⁾ The carrying value does not include the carrying value of the embedded derivative. See Note 12.

Notes payable and long-term debt are carried on the condensed consolidated balance sheet at amortized cost. The fair value determinations disclosed above are classified as Level 2 under the fair value hierarchy disclosed in Note 12 if such liabilities were recorded on the condensed consolidated balance sheet at fair value. The estimated fair value of the Company’s notes payable and long-term debt has been determined by the Company using available market information and appropriate valuation methodologies including the evaluation of the Company’s credit risk as described in the Company’s Form 10-K. The Company used a derived price based upon quoted market prices and trade activity as of September 30, 2019 to determine the fair value of its publicly-traded notes and debentures. The carrying value of the revolving credit facility and term loan is equal to the fair value. The fair value of the equipment loans and other obligations was determined by calculating the present value of the required future cash flows. However, considerable judgment is required to develop the estimates of fair value and, accordingly, the estimate presented herein is not necessarily indicative of the amount that could be realized in a current market exchange.

34

VECTOR GROUP LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands, Except Per Share Amounts)

Unaudited

9. CONTINGENCIES

Tobacco-Related Litigation:

Overview. Since 1954, Liggett and other United States cigarette manufacturers have been named as defendants in numerous direct, third-party and purported class actions predicated on the theory that cigarette manufacturers should be liable for damages alleged to have been caused by cigarette smoking or by exposure to secondary smoke from cigarettes. The cases have generally fallen into the following categories: (i) smoking and health cases alleging personal injury brought on behalf of individual plaintiffs (“Individual Actions”); (ii) lawsuits by individuals requesting the benefit of the Engle ruling (“Engle progeny cases”); (iii) smoking and health cases primarily alleging personal injury or seeking court-supervised programs for ongoing medical monitoring, as well as cases alleging that use of the terms “lights” and/or “ultra lights” constitutes a deceptive and unfair trade practice, common law fraud or violation of federal law, purporting to be brought on behalf of a class of individual plaintiffs (“Class Actions”); and (iv) health care cost recovery actions brought by various foreign and domestic governmental plaintiffs and non-governmental plaintiffs seeking reimbursement for health care expenditures allegedly caused by cigarette smoking and/or disgorgement of profits (“Health Care Cost Recovery Actions”). The future financial impact of the risks and expenses of litigation are not quantifiable. For the nine months ended September 30, 2019 and 2018, Liggett incurred tobacco product liability legal expenses and costs totaling $5,627 and $5,256, respectively. The tobacco product liability legal expenses and costs are included in the operating, selling, administrative and general expenses and litigation settlement and judgment expense line items in the Condensed Consolidated Statements of Operations. Legal defense costs are expensed as incurred.

Litigation is subject to uncertainty and it is possible that there could be adverse developments in pending cases. With the commencement of new cases, the defense costs and the risks relating to the unpredictability of litigation increase. Management reviews on a quarterly basis with counsel all pending litigation and evaluates the probability of a loss being incurred and whether an estimate can be made of the possible loss or range of loss that could result from an unfavorable outcome. An unfavorable outcome or settlement of pending tobacco-related litigation could encourage the commencement of additional litigation. Damages awarded in tobacco-related litigation can be significant.

Bonds. Although Liggett has been able to obtain required bonds or relief from bonding requirements in order to prevent plaintiffs from seeking to collect judgments while adverse verdicts are on appeal, there remains a risk that such relief may not be obtainable in all cases. This risk has been reduced given that a majority of states now limit the dollar amount of bonds or require no bond at all. As of September 30, 2019, to obtain a stay of the judgment pending the appeal of the Santoro case, Liggett had secured $535 in bonds.

In June 2009, Florida amended its existing bond cap statute by adding a $200,000 bond cap that applies to all Engle progeny cases in the aggregate and establishes individual bond caps for individual Engle progeny cases in amounts that vary depending on the number of judgments in effect at a given time. The maximum amount of any such bond for an appeal in the Florida state courts will be no greater than $5,000. In several cases, plaintiffs challenged the constitutionality of the bond cap statute, but to date the courts have upheld the constitutionality of the statute. It is possible that the Company’s consolidated financial position, results of operations, and cash flows could be materially adversely affected by an unfavorable outcome of such challenges.

Accounting Policy. The Company and its subsidiaries record provisions in their consolidated financial statements for pending litigation when they determine that an unfavorable outcome is probable and the amount of loss can be reasonably estimated. At the present time, while it is reasonably possible that an unfavorable outcome in a case may occur, except as discussed in this Note 9: (i) management has concluded that it is not probable that a loss has been incurred in any of the pending tobacco-related cases; or (ii) management is unable to reasonably estimate the possible loss or range of loss that could result from an unfavorable outcome of any of the pending tobacco-related cases and, therefore, management has not provided any amounts in the consolidated financial statements for unfavorable outcomes, if any.

Although Liggett has generally been successful in managing the litigation filed against it, litigation is subject to uncertainty and significant challenges remain, including with respect to the remaining Engle progeny cases. There can be no assurances that Liggett’s past litigation experience will be representative of future results. Judgments have been entered against Liggett in the past, in Individual Actions and Engle progeny cases, and several of those judgments were affirmed on appeal and satisfied by Liggett. It is possible that the consolidated financial position, results of operations and cash flows of the Company could be materially adversely affected by an unfavorable outcome or settlement of any of the remaining smoking-related litigation. Liggett believes, and has been so advised by counsel, that it has valid defenses to the litigation pending against it, as well as valid bases for appeal of adverse verdicts. All such cases are and will continue to be vigorously defended. Liggett has entered into settlement discussions in individual cases or groups of cases where Liggett has determined it was in its best interest to do so, and it may

35

VECTOR GROUP LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands, Except Per Share Amounts)

Unaudited

continue to do so in the future. As cases proceed through the appellate process, the Company will consider accruals on a case-by-case basis if an unfavorable outcome becomes probable and the amount can be reasonably estimated.

Individual Actions

As of September 30, 2019, there were 40 Individual Actions pending against Liggett, where one or more individual plaintiffs allege injury resulting from cigarette smoking, addiction to cigarette smoking or exposure to secondary smoke and seek compensatory and, in some cases, punitive damages. These cases do not include the remaining Engle progeny cases or the individual cases pending in West Virginia state court as part of a consolidated action. The following table lists the number of Individual Actions by state:

State	Number of Cases
Florida	25
Illinois	7
Louisiana	2
New York	2
West Virginia	2
Nevada	1
Ohio	1

The plaintiffs’ allegations of liability in cases in which individuals seek recovery for injuries allegedly caused by cigarette smoking are based on various theories of recovery, including negligence, gross negligence, breach of special duty, strict liability, fraud, concealment, misrepresentation, design defect, failure to warn, breach of express and implied warranties, conspiracy, aiding and abetting, concert of action, unjust enrichment, common law public nuisance, property damage, invasion of privacy, mental anguish, emotional distress, disability, shock, indemnity, violations of deceptive trade practice laws, the federal Racketeer Influenced and Corrupt Organizations Act (“RICO”), state RICO statutes and antitrust statutes. In many of these cases, in addition to compensatory damages, plaintiffs also seek other forms of relief including treble/multiple damages, medical monitoring, disgorgement of profits and punitive damages. Although alleged damages often are not determinable from a complaint, and the law governing the pleading and calculation of damages varies from state to state and jurisdiction to jurisdiction, compensatory and punitive damages have been specifically pleaded in a number of cases, sometimes in amounts ranging into the hundreds of millions and even billions of dollars.

Defenses raised in Individual Actions include lack of proximate cause, assumption of the risk, comparative fault and/or contributory negligence, lack of design defect, statute of limitations, equitable defenses such as “unclean hands” and lack of benefit, failure to state a claim and federal preemption.

Engle Progeny Cases

In May 1994, the Engle case was filed as a class action against Liggett and others in Miami-Dade County, Florida. The class consisted of all Florida residents who, by November 21, 1996, “have suffered, presently suffer or have died from diseases and medical conditions caused by their addiction to cigarette smoking.” A trial was held and the jury returned a verdict adverse to the defendants (approximately $145,000,000 in punitive damages, including $790,000 against Liggett). Following an appeal to the Third District Court of Appeal, the Florida Supreme Court in July 2006 decertified the class on a prospective basis and affirmed the appellate court’s reversal of the punitive damages award. Former class members had until January 2008 to file individual lawsuits. As a result, Liggett and the Company, and other cigarette manufacturers, were sued in thousands of Engle progeny cases in both federal and state courts in Florida. Although the Company was not named as a defendant in the Engle case, it was named as a defendant in substantially all of the Engle progeny cases where Liggett was named as a defendant.

Cautionary Statement About Engle Progeny Cases. Since 2009, judgments have been entered against Liggett and other cigarette manufacturers in Engle progeny cases. A number of the judgments have been affirmed on appeal and satisfied by the defendants. Many have been overturned on appeal. As of September 30, 2019, 25 Engle progeny cases where Liggett was a defendant at trial resulted in verdicts.

There have been 16 verdicts returned in favor of the plaintiffs and nine in favor of Liggett. In five of the cases, punitive damages were awarded against Liggett. Several of the adverse verdicts were overturned on appeal and new trials were ordered. In certain cases, the judgments were entered jointly and severally with other defendants and Liggett may face the risk that one

36

VECTOR GROUP LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands, Except Per Share Amounts)

Unaudited

or more co-defendants decline or otherwise fail to participate in the bonding required for an appeal or to pay their proportionate or jury-allocated share of a judgment. As a result, under certain circumstances, Liggett may have to pay more than its proportionate share of any bonding or judgment related amounts. Except as discussed in this Note 9, management is unable to estimate the possible loss or range of loss from the remaining Engle progeny cases as there are currently multiple defendants in each case and, in most cases, discovery has not occurred or is limited. As a result, the Company lacks information about whether plaintiffs are in fact Engle class members, the relevant smoking history, the nature of the alleged injury and the availability of various defenses, among other things. Further, plaintiffs typically do not specify the amount of their demand for damages. As cases proceed through the appellate process, the Company will consider accruals on a case-by-case basis if an unfavorable outcome becomes probable and the amount can be reasonably estimated.

Engle Progeny Settlements.

In October 2013, the Company and Liggett entered into a settlement with approximately 4,900 Engle progeny plaintiffs and their counsel. Pursuant to the terms of the settlement, Liggett agreed to pay a total of approximately $110,000, with $61,600 paid in an initial lump sum and the balance of $48,000 to be paid in installments over 14 years starting in February 2015. In exchange, the claims of these plaintiffs were dismissed with prejudice against the Company and Liggett. The Company’s future payments will be approximately $3,400 per annum through 2028, with a cost of living increase beginning in 2021.

In December 2016, the Company and Liggett entered into an agreement with 124 Engle progeny plaintiffs and their counsel. Pursuant to the terms of this settlement, Liggett agreed to pay $17,650, $14,000 of which was paid in December 2016 with the balance paid in December 2017. As a result of this settlement, the Company recorded a charge of $17,650 in the fourth quarter of 2016.

In June 2017, Liggett entered into an agreement to settle nine cases (eight Engle progeny cases and one Individual Action) for $1,400 and in September 2017 Liggett entered into an agreement to settle 20 Engle progeny cases for $4,100. As of September 30, 2019, Liggett (and in certain cases the Company) had, on an individual basis, settled an additional 187 Engle progeny cases for approximately $7,700 in the aggregate.

Notwithstanding the comprehensive nature of the Engle Progeny Settlements, 60 plaintiffs’ claims remain pending in state court. Therefore, the Company and Liggett may still be subject to periodic adverse judgments which could have a material adverse effect on the Company’s consolidated financial position, results of operations and cash flows.

Judgments Paid in Engle Progeny Cases.

As of September 30, 2019, Liggett had paid in the aggregate $39,773, including interest and attorneys’ fees, to satisfy the judgments in the following Engle progeny cases: Lukacs, Campbell, Douglas, Clay, Tullo, Ward, Rizzuto, Lambert and Buchanan. An adverse verdict against Liggett for $160 in Santoro is currently on appeal.

Maryland Cases

Liggett was a defendant in 16 multi-defendant personal injury cases in Maryland alleging claims arising from asbestos and tobacco exposure (“synergy cases”). In July 2016, the Court of Appeals (Maryland’s highest court) ruled that joinder of tobacco and asbestos cases may be possible in certain circumstances, but plaintiffs must demonstrate at the trial court level how such cases may be joined while providing appropriate safeguards to prevent embarrassment, delay, expense or prejudice to defendants and “the extent to which, if at all, the special procedures applicable to asbestos cases should extend to tobacco companies.” The Court of Appeals remanded these issues to be determined at the trial court level. In June 2017, the trial court issued an order dismissing all synergy cases against the tobacco defendants, including Liggett, without prejudice. Plaintiffs may seek appellate review or file new cases against the tobacco companies.

37

VECTOR GROUP LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands, Except Per Share Amounts)

Unaudited

Liggett Only Cases  

There are currently two cases pending where Liggett is the sole defendant: Cowart, a Florida Individual Action and Cohn, an Engle progeny case. Cohn is set for trial in April 2020. It is possible that cases where Liggett is the only defendant could increase as a result of the remaining Engle progeny cases and newly filed Individual Actions.

Class Actions

As of September 30, 2019, three actions were pending for which either a class had been certified or plaintiffs were seeking class certification where Liggett is a named defendant, although the West Virginia case, described below, has been settled, pending final documentation. Other cigarette manufacturers are also named in the two remaining cases.

Plaintiffs’ allegations of liability in class action cases are based on various theories of recovery, including negligence, gross negligence, strict liability, fraud, misrepresentation, design defect, failure to warn, nuisance, breach of express and implied warranties, breach of special duty, conspiracy, concert of action, violation of deceptive trade practice laws and consumer protection statutes and claims under the federal and state anti-racketeering statutes. Plaintiffs in the class actions seek various forms of relief, including compensatory and punitive damages, treble/multiple damages and other statutory damages and penalties, creation of medical monitoring and smoking cessation funds, disgorgement of profits, and injunctive and equitable relief.

Defenses raised in these cases include, among others, lack of proximate cause, individual issues predominate, assumption of the risk, comparative fault and/or contributory negligence, statute of limitations and federal preemption.

In November 1997, in Young v. American Tobacco Co., a purported personal injury class action was commenced on behalf of plaintiff and all similarly situated residents in Louisiana who, though not themselves cigarette smokers, allege they were exposed to secondhand smoke from cigarettes that were manufactured by the defendants, including Liggett, and suffered injury as a result of that exposure. The plaintiffs seek to recover an unspecified amount of compensatory and punitive damages. No class certification hearing has been held. The stay order entered on March 16, 2016 stays the case pending completion of the smoking cessation program ordered by the court in Scott v. The American Tobacco Co.

In February 1998, in Parsons v. AC & S Inc., a purported class action was commenced on behalf of all West Virginia residents who allegedly have claims arising from their exposure to cigarette smoke and asbestos fibers. The operative complaint seeks to recover unspecified compensatory and punitive damages on behalf of the putative class. The case is stayed as a result of the December 2000 bankruptcy of three of the defendants.

Although not technically a class action, in In Re: Tobacco Litigation (Personal Injury Cases), a West Virginia state court consolidated approximately 750 individual smoker actions that were pending prior to 2001 for trial of certain “common” issues. Liggett was severed from that trial. In May 2013, the jury rejected all but one of the plaintiffs’ claims against the non-Liggett defendants, finding in favor of plaintiffs on the claim that ventilated filter cigarettes between 1964 and July 1, 1969 should have included instructions on how to use them. The court entered judgment in October 2013, dismissing all claims against the non-Liggett defendants except the ventilated filter claim on behalf of 30 plaintiffs. Subsequently, these claims were settled by the non-Liggett defendants.

In May 2016, the trial court ruled that the case could proceed against Liggett, notwithstanding the outcome of the first phase of the trial against the non-Liggett defendants. In June 2019, Liggett settled the litigation, subject to court approval. A hearing is scheduled in December 2019. Liggett accrued for this matter in the second quarter of 2019.

Health Care Cost Recovery Actions

As of September 30, 2019, one Health Care Cost Recovery Action was pending against Liggett, Crow Creek Sioux Tribe v. American Tobacco Company, a South Dakota case filed in 1997, where the plaintiff seeks to recover damages from Liggett and other cigarette manufacturers based on various theories of recovery as a result of alleged sales of tobacco products to minors. The case is dormant.

The claims asserted in health care cost recovery actions vary, but can include the equitable claim of indemnity, common law claims of negligence, strict liability, breach of express and implied warranty, breach of special duty, fraud, negligent misrepresentation, conspiracy, public nuisance, claims under state and federal statutes governing consumer fraud, antitrust, deceptive trade practices and false advertising, and claims under RICO. Although no specific damage amounts are typically pleaded, it is possible that requested damages might be in the billions of dollars. In these cases, plaintiffs typically assert equitable claims that the tobacco industry was “unjustly enriched” by their payment of health care costs allegedly attributable to smoking and seek reimbursement of those costs. Relief sought by some, but not all, plaintiffs include punitive damages, multiple damages

38

VECTOR GROUP LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands, Except Per Share Amounts)

Unaudited

and other statutory damages and penalties, injunctions prohibiting alleged marketing and sales to minors, disclosure of research, disgorgement of profits, funding of anti-smoking programs, additional disclosure of nicotine yields, and payment of attorney and expert witness fees.

Department of Justice Lawsuit

In September 1999, the United States government commenced litigation against Liggett and other cigarette manufacturers in the United States District Court for the District of Columbia. The action sought to recover, among other things, an unspecified amount of health care costs paid and to be paid by the federal government for smoking-related illnesses allegedly caused by the fraudulent and tortious conduct of defendants. In August 2006, the trial court entered a Final Judgment against each of the cigarette manufacturing defendants, except Liggett. The judgment was affirmed on appeal. As a result, the cigarette manufacturing defendants, other than Liggett, are now subject to the trial court’s Final Judgment which ordered, among other things, the issuance of “corrective statements” in various media regarding the adverse health effects of smoking, the addictiveness of smoking and nicotine, the lack of any significant health benefit from smoking “low tar” or “lights” cigarettes, defendants’ manipulation of cigarette design to ensure optimum nicotine delivery and the adverse health effects of exposure to environmental tobacco smoke.

Upcoming Trials

As of September 30, 2019, there were two Individual Actions and three Engle Progeny cases scheduled for trial through September 30, 2020, where Liggett (and/or the Company) is a named defendant. Trial dates are subject to change and additional cases could be set for trial during this time.

MSA and Other State Settlement Agreements

In March 1996, March 1997 and March 1998, Liggett entered into settlements of smoking-related litigation with 45 states and territories. The settlements released Liggett from all smoking-related claims made by those states and territories, including claims for health care cost reimbursement and claims concerning sales of cigarettes to minors.

In November 1998, Philip Morris, R.J. Reynolds and two other companies (the “Original Participating Manufacturers” or “OPMs”) and Liggett and Vector Tobacco (together with any other tobacco product manufacturer that becomes a signatory, the “Subsequent Participating Manufacturers” or “SPMs”) (the OPMs and SPMs are hereinafter referred to jointly as “PMs”) entered into the Master Settlement Agreement (the “MSA”) with 46 states, the District of Columbia, Puerto Rico, Guam, the United States Virgin Islands, American Samoa and the Northern Mariana Islands (collectively, the “Settling States”) to settle the asserted and unasserted health care cost recovery and certain other claims of the Settling States. The MSA received final judicial approval in each Settling State.

As a result of the MSA, the Settling States released Liggett and Vector Tobacco from:

• 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.

The MSA restricts tobacco product advertising and marketing within the Settling States and otherwise restricts the activities of PMs. Among other things, the MSA prohibits the targeting of youth in the advertising, promotion or marketing of tobacco products; bans the use of cartoon characters in all tobacco advertising and promotion; limits each PM to one tobacco brand name sponsorship during any 12-month period; bans all outdoor advertising, with certain limited exceptions; prohibits payments for tobacco product placement in various media; bans gift offers based on the purchase of tobacco products without sufficient proof that the intended recipient is an adult; prohibits PMs from licensing third parties to advertise tobacco brand names in any manner prohibited under the MSA; and prohibits PMs from using as a tobacco product brand name any nationally recognized non-tobacco brand or trade name or the names of sports teams, entertainment groups or individual celebrities.

The MSA also requires PMs to affirm corporate principles to comply with the MSA and to reduce underage use of tobacco products and imposes restrictions on lobbying activities conducted on behalf of PMs. In addition, the MSA provides for the appointment of an independent auditor to calculate and determine the amounts of payments owed pursuant to the MSA.

39

VECTOR GROUP LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands, Except Per Share Amounts)

Unaudited

Under the payment provisions of the MSA, PMs are required to make annual payments of $9,000,000 (subject to applicable adjustments, offsets and reductions including a “Non-Participating Manufacturers Adjustment” or “NPM Adjustment”). These annual payments are allocated based on unit volume of domestic cigarette shipments. The payment obligations under the MSA are the several, and not joint, obligation of each PM and are not the responsibility of any parent or affiliate of a PM.

Liggett has no payment obligations under the MSA except to the extent its market share exceeds a market share exemption of approximately 1.65% of total cigarettes sold in the United States. Vector Tobacco has no payment obligations under the MSA except to the extent its market share exceeds a market share exemption of approximately 0.28% of total cigarettes sold in the United States. Liggett and Vector Tobacco’s domestic shipments accounted for 4.0% of the total cigarettes sold in the United States in 2018. If Liggett’s or Vector Tobacco’s market share exceeds their respective market share exemption in a given year, then on April 15 of the following year, Liggett and/or Vector Tobacco, as the case may be, must pay on each excess unit an amount equal (on a per-unit basis) to that due from the OPMs for that year. On December 28, 2018, Liggett and Vector Tobacco pre-paid $132,500 of their approximate $166,000 2018 MSA obligation, the balance of which was paid in April 2019, subject to applicable disputes or adjustments.

Certain MSA Disputes

NPM Adjustment.  Liggett and Vector Tobacco contend that they are entitled to an NPM Adjustment for each year from 2003 - 2018. The NPM Adjustment is a potential adjustment to annual MSA payments, available when PMs suffer a market share loss to NPMs for a particular year and an economic consulting firm selected pursuant to the MSA determines (or the parties agree) that the MSA was a “significant factor contributing to” that loss. A Settling State that has “diligently enforced” its qualifying escrow statute in the year in question may be able to avoid its allocable share of the NPM Adjustment. For 2003 - 2018, Liggett and Vector Tobacco, as applicable, disputed that they owed the Settling States the NPM Adjustments as calculated by the independent auditor. As permitted by the MSA, Liggett and Vector Tobacco either paid subject to dispute, withheld payment, or paid into a disputed payment account, the amounts associated with these NPM Adjustments.

In June 2010, after the PMs prevailed in 48 of 49 motions to compel arbitration, the parties commenced the arbitration for the 2003 NPM Adjustment. That arbitration concluded in September 2013. It was followed by various challenges filed in state courts by states that did not prevail in the arbitration. Those challenges resulted in reductions, but not elimination of, the amounts awarded.

The PMs have now settled most of the disputed NPM Adjustment years with 37 states representing approximately 75% of the MSA share. In January 2019, Montana sent a demand letter to the PMs seeking the return of amounts withheld or paid into the disputed payments escrow account (plus interest) for the NPM Adjustment years 2005 - 2016. Any amounts purportedly due from Liggett to Montana are immaterial. The 2004 NPM Adjustment arbitration started in 2016 and separate court proceedings continue for states with which the PMs have not settled.

As a result of the settlements and arbitration award described above, Liggett and Vector Tobacco reduced cost of sales in the aggregate by $32,840 for years 2013 - 2018. Liggett and Vector Tobacco may be entitled to further adjustments. As of September 30, 2019, Liggett and Vector Tobacco had accrued approximately $13,400 related to the disputed amounts withheld from the non-settling states for 2004 - 2010, which may be subject to payment, with interest, if Liggett and Vector Tobacco lose the disputes for those years. As of September 30, 2019, there remains approximately $36,300 in the disputed payments account relating to Liggett and Vector Tobacco’s 2011 - 2018 NPM Adjustment disputes with the non-settling states. If Liggett and Vector Tobacco lose the disputes for all or any of those years, pursuant to the MSA, no interest would be due on the amounts paid into the disputed payment account.

Other State Settlements.  The MSA replaced Liggett’s prior settlements with all states and territories except for Florida, Mississippi, Texas and Minnesota. Each of these four states, prior to the effective date of the MSA, negotiated and executed settlement agreements with each of the other major tobacco companies, separate from those settlements reached previously with Liggett. Except as described below, Liggett’s agreements with these states remain in full force and effect. These states’ settlement agreements with Liggett contained most favored nation provisions which could reduce Liggett’s payment obligations based on subsequent settlements or resolutions by those states with certain other tobacco companies. Beginning in 1999, Liggett determined that, based on settlements or resolutions with United States Tobacco Company, Liggett’s payment obligations to those four states were eliminated. With respect to all non-economic obligations under the previous settlements, Liggett believes it is entitled to the most favorable provisions as between the MSA and each state’s respective settlement with the other major tobacco companies. Therefore, Liggett’s non-economic obligations to all states and territories are now defined by the MSA.

40

VECTOR GROUP LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands, Except Per Share Amounts)

Unaudited

In 2003, as a result of a dispute with Minnesota regarding its settlement agreement, Liggett agreed to pay $100 a year in any year cigarettes manufactured by Liggett are sold in that state. Further, the Attorneys General for Florida, Mississippi and Texas advised Liggett that they believed Liggett had failed to make payments under the respective settlement agreements with those states. In 2010, Liggett settled with Florida and agreed to pay $1,200 and to make further annual payments of $250 for a period of 21 years, starting in March 2011, with the payments from year 12 forward being subject to an inflation adjustment.

In January 2016, the Attorney General for Mississippi filed a motion in Chancery Court in Jackson County, Mississippi to enforce the March 1996 settlement agreement (the “1996 Agreement”) alleging that Liggett owes Mississippi at least $27,000 in compensatory damages and additional amounts for interest, punitive damages and attorneys’ fees. In April 2017, the Chancery Court ruled that the 1996 Agreement should be enforced and referred the matter to a Special Master for further proceedings to determine the amount of damages, if any, to be awarded.  In June 2018, the Chancery Court granted Liggett’s motion to compel arbitration as to two issues concerning damages and stayed the proceedings before the Special Master pending completion of the arbitration. In March 2019, the arbitration panel issued its final arbitration award on the two issues before it: (i) the panel ruled in favor of Liggett, finding that the $294,000 of proceeds from Eve Holdings’ 1999 brand sale should not be included in Liggett’s pre-tax income; and (ii) ruled in favor of Mississippi on the remaining issue, finding that compensatory damages to Mississippi, if any, would be based on 0.5% of Liggett’s annual pre-tax income for the term of the settlement agreement.  Following confirmation of the arbitration award, Mississippi voluntarily dismissed with prejudice its claims for punitive damages and attorneys’ fees.

In July 2019, the parties stipulated that the unpaid principal (exclusive of interest) purportedly due from Liggett to Mississippi pursuant to the 1996 Agreement (from inception through 2019) is approximately $14,400, subject to Liggett’s right to litigate and/or appeal the enforceability of the 1996 Agreement (and all issues other than the calculation of such principal amount). In September 2019, the Special Master held a hearing regarding the state’s claim for approximately $17,500 in prejudgment interest as well as post-judgment interest in amounts to be determined. A decision is pending.  Liggett continues to believe that the April 2017 Chancery Court order is in error because the most favored nations provision in the 1996 Agreement eliminated all of Liggett’s payment obligations to Mississippi, and reserved all rights to appeal this and other issues at the conclusion of the case. In the event Liggett appeals an adverse judgment, the posting of a bond may be required.

Liggett may be required to make additional payments to Mississippi and Texas which could have a material adverse effect on the Company’s consolidated financial position, results of operations and cash flows.

Cautionary Statement  

Management is not able to reasonably predict the outcome of the litigation pending or threatened against Liggett or the Company. Litigation is subject to many uncertainties. Liggett has been found liable in multiple Engle progeny cases and Individual Actions, several of which were affirmed on appeal and satisfied by Liggett. It is possible that other cases could be decided unfavorably against Liggett and that Liggett will be unsuccessful on appeal. Liggett may attempt to settle particular cases if it believes it is in its best interest to do so.

Management cannot predict the cash requirements related to any future defense costs, settlements or judgments, including cash required to bond any appeals, and there is a risk that those requirements will not be able to be met. An unfavorable outcome of a pending smoking-related case could encourage the commencement of additional litigation. Except as discussed in this Note 9, management is unable to estimate the loss or range of loss that could result from an unfavorable outcome of the cases pending against Liggett or the costs of defending such cases and as a result has not provided any amounts in its consolidated financial statements for unfavorable outcomes.

The tobacco industry is subject to a wide range of laws and regulations regarding the marketing, sale, taxation and use of tobacco products imposed by local, state and federal governments. There have been a number of restrictive regulatory actions, adverse legislative and political decisions and other unfavorable developments concerning cigarette smoking and the tobacco industry. These developments may negatively affect the perception of potential triers of fact with respect to the tobacco industry, possibly to the detriment of certain pending litigation, and may prompt the commencement of additional litigation or legislation.

It is possible that the Company’s consolidated financial position, results of operations and cash flows could be materially adversely affected by an unfavorable outcome in any of the smoking-related litigation.

41

VECTOR GROUP LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands, Except Per Share Amounts)

Unaudited

The activity in the Company’s accruals for the MSA and tobacco litigation for the nine months ended September 30, 2019 was as follows:

	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	125,911			895			126,806			—		—			—
Change in MSA obligations capitalized as inventory	2,756			—			2,756			—		—			—
Payments	(31,959		)	(355		)	(32,314		)	—		—			—
Reclassification to/(from) non-current liabilities	(892		)	3,338			2,446			892		(3,338		)	(2,446		)
Interest on withholding	—			187			187			—		1,600			1,600
Balance as of September 30, 2019	$	132,377		$	4,375		$	136,752		$	17,275	$	20,056		$	37,331

The activity in the Company’s accruals for the MSA and tobacco litigation for the nine months ended September 30, 2018 were as follows:

	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, 2018	$	12,385		$	260		$	12,645		$	21,479		$	19,840		$	41,319
Expenses	127,510			575			128,085			—			—			—
NPM Settlement adjustment	(595		)	—			(595		)	(5,703		)	—			(5,703		)
Change in MSA obligations capitalized as inventory	605			—			605			—			—			—
Payments	(9,463		)	(825		)	(10,288		)	(40		)	—			(40		)
Reclassification to/(from) non-current liabilities	(647		)	218			(429		)	647			(218		)	429
Interest on withholding	—			26			26			—			1,602			1,602
Balance as of September 30, 2018	$	129,795		$	254		$	130,049		$	16,383		$	21,224		$	37,607

Other Matters:

Liggett’s and Vector Tobacco’s management are unaware of any material environmental conditions affecting their existing facilities. Liggett’s and Vector Tobacco’s management believe that current operations are conducted in material compliance with all environmental laws and regulations and other laws and regulations governing cigarette manufacturers. Compliance with federal, state and local provisions regulating the discharge of materials into the environment, or otherwise relating to the protection of the environment, has not had a material effect on the capital expenditures, results of operations or competitive position of Liggett or Vector Tobacco.

Liggett and the Company have received three separate demands for indemnification from Altria Client Services, on behalf of Philip Morris, relating to lawsuits alleging smokers’ use of L&M cigarettes. The indemnification demands are purportedly issued in connection with Eve Holdings’ 1999 sale of certain brands to Philip Morris.

42

VECTOR GROUP LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands, Except Per Share Amounts)

Unaudited

In 2014, Liggett Vector Brands entered into an agreement with a subsidiary of the Convenience Distribution Association to support a program to permit certain tobacco distributors to secure, on reasonable terms, tax stamp bonds required by state and local governments for the distribution of cigarettes. Under the agreement, Liggett Vector Brands agreed to pay a portion of losses incurred by the surety under the bond program, with a maximum loss exposure of $500. In August 2019, Liggett Vector Brands reached an agreement in principle to terminate this program and, in connection with this termination, incurred a charge of $212.

In addition to the foregoing, Douglas Elliman and certain of its subsidiaries are subject to numerous proceedings, lawsuits and claims in connection with their ordinary business activities. Many of these matters are covered by insurance or, in some cases, the company is indemnified by third parties.

Management is of the opinion that the liabilities, if any, resulting from other proceedings, lawsuits and claims pending against the Company and its consolidated subsidiaries, unrelated to tobacco product liability, should not materially affect the Company’s consolidated financial position, results of operations or cash flows.

10. EMPLOYEE BENEFIT PLANS

The following table summarizes key information related to the Company’s pension plans and other postretirement benefits:

	Pension Benefits						Pension Benefits						Other Postretirement Benefits						Other Postretirement Benefits
	Three Months Ended						Nine Months Ended						Three Months Ended						Nine Months Ended
	September 30,						September 30,						September 30,						September 30,
	2019			2018			2019			2018			2019			2018			2019			2018
Service cost — benefits earned during the period	$	133		$	147		$	400		$	441		$	—		$	2		$	1		$	3
Interest cost on projected benefit obligation	1,215			1,124			3,645			3,370			87			82			260			246
Expected return on assets	(1,218		)	(1,393		)	(3,655		)	(4,179		)	—			—			—			—
Amortization of prior service cost	—			—			—			—			1			—			3			—
Amortization of net loss (gain)	500			451			1,502			1,354			(9		)	(10		)	(63		)	(30		)
Net expense	$	630		$	329		$	1,892		$	986		$	79		$	74		$	201		$	219

The service cost component of net periodic benefit expense is recorded in Operating, selling, administrative and general expenses in the condensed consolidated statements of income while the other components are recorded in Other, net.

43

VECTOR GROUP LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands, Except Per Share Amounts)

Unaudited

11. INCOME TAXES

The Company’s effective income tax rate is based on expected income, statutory rates, valuation allowances against deferred tax assets, and any tax planning opportunities available to the Company. For interim financial reporting, the Company estimates the annual effective income tax rate based on full year projections and applies the annual effective income tax rate against year-to-date pretax income to record income tax expense, adjusted for discrete items, if any. The Company refines annual estimates as new information becomes available. The Company’s tax rate does not bear a relationship to statutory tax rates due to permanent differences and state taxes.

The Company’s income tax expense consisted of the following:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2019			2018			2019			2018
Income before provision for income taxes	$	49,744		$	29,714		$	128,292		$	67,082
Income tax expense using estimated annual effective income tax rate	14,844			15,194			38,378			33,809
Changes in effective tax rates	(785		)	1,895			—			—
Change in estimate for the impact of Tax Cuts and Jobs Act of 2017	—			(162		)	—			(1,971		)
Impact of discrete items, net	(323		)	(2,241		)	(434		)	(2,444		)
Income tax expense	$	13,736		$	14,686		$	37,944		$	29,394

The discrete items for the three and nine months ended September 30, 2019 are related to the release of certain valuation allowances offset by tax expense related to state tax audits and stock-based compensation. The discrete items for the three and nine months ended September 30, 2018 are primarily related to an income tax benefit associated with a state tax credit, the windfall tax benefit from the vesting of a performance-based stock grant, and a change in estimate for the impact of the Tax Act. The Company’s change in estimate for the impact of the Tax Cuts and Jobs Act of 2017 relates to the net impact of increased deductions taken on the Company’s 2017 federal income tax return in conjunction with the Tax Act’s income tax rate reduction from 2017 to 2018.

44

VECTOR GROUP LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands, Except Per Share Amounts)

Unaudited

12. INVESTMENTS AND FAIR VALUE MEASUREMENTS

The Company’s financial assets and liabilities subject to fair value measurements were as follows:

	Fair Value Measurements as of September 30, 2019
Description	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Gains (Losses)
Assets:
Money market funds (1)	$	255,579	$	255,579	$	—	$	—
Commercial paper (1)	39,011		—		39,011		—
Certificates of deposit (2)	2,186		—		2,186		—
Money market funds securing legal bonds (2)	535		535		—		—
Investment securities at fair value
Equity securities at fair value
Marketable equity securities	23,909		23,909		—		—
Mutual funds invested in fixed-income securities	22,214		22,214		—		—
Total equity securities at fair value	46,123		46,123		—		—
Debt securities available for sale
U.S. government securities	17,543		—		17,543		—
Corporate securities	50,159		—		50,159		—
U.S. government and federal agency	10,361		—		10,361		—
Commercial mortgage-backed securities	388		—		388		—
Commercial paper	13,934		—		13,934		—
Index-linked U.S. bonds	1,174		—		1,174		—
Foreign fixed-income securities	1,008		—		1,008		—
Total debt securities available for sale	94,567		—		94,567		—
Total investment securities at fair value	140,690		46,123		94,567		—
Long-term investments
Equity securities at fair value that qualify for the NAV practical expedient (3)	52,384		—		—		—
Total	$	490,385	$	302,237	$	135,764	$	—
Liabilities:
Fair value of contingent liability	$	5,204	$	—	$	—	$	5,204
Fair value of derivatives embedded within convertible debt	11,105		—		—		11,105
Total	$	16,309	$	—	$	—	$	16,309

(1) Amounts included in Cash and cash equivalents on the condensed consolidated balance sheet, except for $3,660 that is included in Other current assets and $3,910 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.

45

VECTOR GROUP LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands, Except Per Share Amounts)

Unaudited

	Fair Value Measurements as of December 31, 2018
Description	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Gains (Losses)
Assets:
Money market funds (1)	$	448,560	$	448,560	$	—	$	—
Commercial paper (1)	46,062		—		46,062		—
Certificates of deposit (2)	2,251		—		2,251		—
Money market funds securing legal bonds (2)	535		535		—		—
Investment securities at fair value
Equity securities at fair value
Marketable equity securities	26,010		26,010		—		—
Mutual funds invested in fixed-income securities	21,192		21,192		—		—
Total equity securities at fair value	47,202		47,202		—		—
Debt securities available for sale
U.S. government securities	28,514		—		28,514		—
Corporate securities	41,733		—		41,733		—
U.S. government and federal agency	4,369		—		4,369		—
Commercial mortgage-backed securities	401		—		401		—
Commercial paper	5,870		—		5,870		—
Index-linked U.S. bonds	2,330		—		2,330		—
Foreign fixed-income securities	1,150		—		1,150		—
Total debt securities available for sale	84,367		—		84,367		—
Total investment securities at fair value	131,569		47,202		84,367		—
Long-term investments
Equity securities at fair value that qualify for the NAV practical expedient (3)	54,628		—		—		—
Total	$	683,605	$	496,297	$	132,680	$	—
Liabilities:
Fair value of contingent liability	$	6,304	$	—	$	—	$	6,304
Fair value of derivatives embedded within convertible debt	31,424		—		—		31,424
Total	$	37,728	$	—	$	—	$	37,728

(1) Amounts included in Cash and cash equivalents on the condensed consolidated balance sheet, except for $2,570 that is included in current restricted assets and $3,910 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.

The fair value of the Level 2 certificates of deposit is based on the discounted value of contractual cash flows. The discount rate is the rate offered by the financial institution. The fair value of investment securities at fair value included in Level 1 is based on quoted market prices from various stock exchanges. The Level 2 investment securities at fair value are based on quoted market

46

VECTOR GROUP LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands, Except Per Share Amounts)

Unaudited

prices of securities that are thinly traded, quoted prices for identical or similar assets in markets that are not active or inputs other than quoted prices such as interest rates and yield curves.

The long-term investments are based on NAV per share provided by the partnerships based on the indicated market value of the underlying assets or investment portfolio. In accordance with Subtopic 820-10, these investments are not classified under the fair value hierarchy disclosed above because they are measured at fair value using the NAV practical expedient.

The fair value of derivatives embedded within convertible debt was derived using a valuation model. These derivatives have been classified as Level 3. The valuation model assumes future dividend payments by the Company and utilizes interest rates and credit spreads based upon the implied credit spread of the 5.5% Convertible Notes due 2020 to determine the fair value of the derivatives embedded within the convertible debt. The changes in fair value of derivatives embedded within convertible debt are presented on the condensed consolidated statements of operations.

The fair value of the Level 3 contingent liability was derived using a Monte Carlo valuation model. As part of the acquisition of the 29.41% non-controlling interest in Douglas Elliman, New Valley entered into a four-year payout agreement that requires it to pay the sellers a portion of the fair value in excess of the purchase price of Douglas Elliman should a sale of a controlling interest in Douglas Elliman occur.

The contingent liability is recorded within “Other liabilities” in the condensed consolidated balance sheet, and any change in fair value will be recorded in “Other, net” within the condensed consolidated statements of operations. The value of the contingent liability is calculated using the outstanding payable owed to the sellers and the estimated fair value of Douglas Elliman. The liability is contingent upon the sale of a controlling interest in Douglas Elliman by the Company prior to October 1, 2022.

The unobservable inputs related to the valuations of the Level 3 assets and liabilities were as follows at September 30, 2019:

	Quantitative Information about Level 3 Fair Value Measurements
	Fair Value at
	September 30, 2019		Valuation Technique	Unobservable Input	Range (Actual)
Fair value of derivatives embedded within convertible debt	$	11,105	Discounted cash flow	Assumed annual stock dividend	5		%
				Assumed remaining cash dividends - Q4 2019 and Q1 2020	$0.40/$0.20
				Stock price	$	11.91
				Convertible trading price (as a percentage of par value)	103.94		%
				Volatility	42.25		%
				Risk-free rate	Term structure of US Treasury Securities
				Implied credit spread	1.70% - 3.70% (2.70%)
Fair value of contingent liability	$	5,204	Monte Carlo simulation model	Estimated fair value of the Douglas Elliman reporting unit	$	320,000
				Risk-free rate for a 3.25 year term	1.54		%
				Leverage-adjusted equity volatility of peer firms	33.91		%

47

VECTOR GROUP LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands, Except Per Share Amounts)

Unaudited

The unobservable inputs related to the valuations of the Level 3 assets and liabilities were as follows at December 31, 2018:

	Quantitative Information about Level 3 Fair Value Measurements
	Fair Value at
	December 31, 2018		Valuation Technique	Unobservable Input	Range (Actual)
Fair value of derivatives embedded within convertible debt	$	31,424	Discounted cash flow	Assumed annual stock dividend	5		%
				Assumed annual cash dividend	$	1.60
				Stock price	$	9.73
				Convertible trading price (as a percentage of par value)	100.31		%
				Volatility	20.39		%
				Risk-free rate	Term structure of US Treasury Securities
				Implied credit spread	8.0% - 9.0% (8.5%)
Fair value of contingent liability	$	6,304	Monte Carlo simulation model	Estimated fair value of the Douglas Elliman reporting unit	$	320,000
				Risk-free rate for a 4-year term	2.45		%
				Leverage-adjusted equity volatility of peer firms	30.22		%

In addition to assets and liabilities that are recorded at fair value on a recurring basis, the Company is required to record assets and liabilities at fair value on a nonrecurring basis. Generally, assets and liabilities are recorded at fair value on a nonrecurring basis as a result of impairment charges. The Company had no nonrecurring nonfinancial assets subject to fair value measurements as of September 30, 2019 and 2018, respectively.

13. SEGMENT INFORMATION

The Company’s business segments for the three and nine months ended September 30, 2019 and 2018 were Tobacco and Real Estate. The Tobacco segment consisted of the manufacture and sale of conventional cigarettes. The Real Estate segment included the Company’s investment in New Valley LLC, which includes Douglas Elliman, Escena, Sagaponack and investments in real estate ventures. The accounting policies of the segments are the same as those described in the summary of significant accounting policies.

48

VECTOR GROUP LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands, Except Per Share Amounts)

Unaudited

Financial information for the Company’s operations before taxes and non-controlling interests for the three and nine months ended September 30, 2019 and 2018 were as follows:

				Real				Corporate
	Tobacco			Estate				and Other			Total
Three months ended September 30, 2019
Revenues	$	303,260		$	201,530			$	—		$	504,790
Operating income (loss)	72,799		(1)	628				(6,707		)	66,720
Equity in earnings from real estate ventures	—			8,050				—			8,050
Depreciation and amortization	1,941			2,240				249			4,430
Three months ended September 30, 2018
Revenues	$	302,009		$	211,860			$	—		$	513,869
Operating income (loss)	63,259			9,115				(6,356		)	66,018
Equity in earnings from real estate ventures	—			294				—			294
Depreciation and amortization	2,059			2,398				250			4,707
Nine months ended September 30, 2019
Revenues	$	854,517		$	609,629			$	—		$	1,464,146
Operating income (loss)	201,594		(2)	4,672				(20,712		)	185,554
Equity in earnings from real estate ventures	—			12,002				—			12,002
Depreciation and amortization	5,848			6,765				749			13,362
Capital expenditures	3,425			6,733				—			10,158
Nine months ended September 30, 2018
Revenues	$	843,958		$	580,365			$	—		$	1,424,323
Operating income (loss)	189,185		(3)	6,222			(4)	(19,444		)	175,963
Equity in losses from real estate ventures	—			(8,378		)		—			(8,378		)
Depreciation and amortization	6,171			7,105				767			14,043
Capital expenditures	4,175			8,356				15			12,546

⁽¹⁾  Operating income includes $240 of litigation settlement and judgment expense.

⁽²⁾  Operating income includes $895 of litigation settlement and judgment expense.

⁽³⁾   Operating income includes $6,298 of income from a settlement of a long-standing dispute related to the Master Settlement Agreement, and $525 of litigation settlement and judgment expense.

⁽⁴⁾  Operating income includes $2,469 of litigation settlement and judgment income.

49

VECTOR GROUP LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands, Except Per Share Amounts)

Unaudited

14. CONDENSED CONSOLIDATING FINANCIAL INFORMATION

The condensed consolidating financial information is based upon the following subsidiaries being subsidiary guarantors of unsecured debt securities that may be issued by the Company: VGR Holding LLC; Liggett Group LLC; Liggett Vector Brands LLC; Vector Research LLC; Vector Tobacco Inc.; Liggett & Myers Holdings Inc.; 100 Maple LLC; V.T. Aviation LLC; VGR Aviation LLC; Eve Holdings LLC; Zoom E-Cigs LLC; and DER Holdings LLC. Each of the subsidiary guarantors is 100% owned, directly or indirectly, by the Company, and all guarantees are full and unconditional and joint and several. The Company’s investments in its consolidated subsidiaries are presented under the equity method of accounting.

The Company and the guarantors have filed a shelf registration statement for the offering of debt securities on a delayed or continuous basis and the Company is including this condensed consolidating financial information in connection therewith. Any such debt securities may be issued by the Company and guaranteed by the guarantors, but any such debt securities would not be guaranteed by any of the Company’s other subsidiaries, including those subsidiaries other than DER Holdings LLC that are engaged in the real estate businesses conducted through its subsidiary, New Valley.

Presented herein are Condensed Consolidating Balance Sheets as of September 30, 2019 and 2018, the related Condensed Consolidating Statements of Operations for the three and nine months ended September 30, 2019 and 2018, and the related Condensed Consolidating Statements of Cash Flows for the three and nine months ended September 30, 2019 and 2018 of Vector Group Ltd. (Parent/Issuer), the guarantor subsidiaries (Subsidiary Guarantors) and the subsidiaries that are not guarantors (Subsidiary Non-Guarantors).

50

VECTOR GROUP LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands, Except Per Share Amounts)

Unaudited

CONDENSED CONSOLIDATING BALANCE SHEETS

				September 30, 2019
						Subsidiary					Consolidated
	Parent/			Subsidiary		Non-		Consolidating			Vector Group
	Issuer			Guarantors		Guarantors		Adjustments			Ltd.
ASSETS:
Current assets:
Cash and cash equivalents	$	131,517		$	108,713	$	79,068	$	—		$	319,298
Investment securities at fair value	140,690			—		—		—			140,690
Accounts receivable - trade, net	—			17,916		24,737		—			42,653
Intercompany receivables	43,701			—		—		(43,701		)	—
Inventories	—			99,179		—		—			99,179
Income taxes receivable, net	—			—		128		(128		)	—
Other current assets	650			7,069		24,829		—			32,548
Total current assets	316,558			232,877		128,762		(43,829		)	634,368
Property, plant and equipment, net	343			35,217		48,372		—			83,932
Investments in real estate, net	—			—		28,009		—			28,009
Long-term investments (of which $52,384 were carried at fair value)	66,915			—		—		—			66,915
Investments in real estate ventures	—			—		159,569		—			159,569
Operating lease right of use assets	7,358			4,933		136,096		—			148,387
Investments in consolidated subsidiaries	450,973			247,222		—		(698,195		)	—
Goodwill and other intangible assets, net	—			107,511		158,523		—			266,034
Other assets	14,948			39,453		45,566		(497		)	99,470
Total assets	$	857,095		$	667,213	$	704,897	$	(742,521	)	$	1,486,684
LIABILITIES AND STOCKHOLDERS' DEFICIENCY:
Current liabilities:
Current portion of notes payable and long-term debt	$	217,894		$	21,774	$	7,699	$	(7,500	)	$	239,867
Current portion of fair value of derivatives embedded within convertible debt	11,105			—		—		—			11,105
Intercompany payables	—			259		43,442		(43,701		)	—
Income taxes payable, net	25,064			4,491		—		(128		)	29,427
Current payments due under the Master Settlement Agreement	—			132,377		—		—			132,377
Current operating lease liability	693			1,949		16,702		—			19,344
Other current liabilities	40,861			74,776		59,758		(673		)	174,722
Total current liabilities	295,617			235,626		127,601		(52,002		)	606,842
Notes payable, long-term debt and other obligations, less current portion	1,155,622			22,594		22,525		(22,500		)	1,178,241
Non-current employee benefits	47,124			15,436		—		—			62,560
Deferred income taxes, net	(19,991		)	22,048		32,321		—			34,378
Non-current operating lease liability	7,625			3,579		143,050		—			154,254
Other liabilities, including litigation accruals and payments due under the Master Settlement Agreement	259			42,537		41,490		(5,204		)	79,082
Total liabilities	1,486,256			341,820		366,987		(79,706		)	2,115,357
Commitments and contingencies
Stockholders' (deficiency) equity attributed to Vector Group Ltd.	(629,161		)	325,393		337,422		(662,815		)	(629,161		)
Non-controlling interest	—			—		488		—			488
Total stockholders' (deficiency) equity	(629,161		)	325,393		337,910		(662,815		)	(628,673		)
Total liabilities and stockholders' deficiency	$	857,095		$	667,213	$	704,897	$	(742,521	)	$	1,486,684

51

VECTOR GROUP LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands, Except Per Share Amounts)

Unaudited

CONDENSED CONSOLIDATING BALANCE SHEETS

				December 31, 2018
						Subsidiary					Consolidated
	Parent/			Subsidiary		Non-		Consolidating			Vector Group
	Issuer			Guarantors		Guarantors		Adjustments			Ltd.
ASSETS:
Current assets:
Cash and cash equivalents	$	474,880		$	23,308	$	86,393	$	—		$	584,581
Investment securities at fair value	131,569			—		—		—			131,569
Accounts receivable - trade, net	—			15,440		18,806		—			34,246
Intercompany receivables	38,391			—		—		(38,391		)	—
Inventories	—			90,997		—		—			90,997
Income taxes receivable, net	—			—		1,268		(1,268		)	—
Other current assets	1,500			7,599		21,729		—			30,828
Total current assets	646,340			137,344		128,196		(39,659		)	872,221
Property, plant and equipment, net	506			38,562		47,668		—			86,736
Investments in real estate, net	—			—		26,220		—			26,220
Long-term investments (of which $54,628 were carried at fair value)	66,259			—		—		—			66,259
Investments in real estate ventures	—			—		141,105		—			141,105
Investments in consolidated subsidiaries	431,288			252,113		—		(683,401		)	—
Goodwill and other intangible assets, net	—			107,511		159,100		—			266,611
Other assets	14,616			38,154		37,582		—			90,352
Total assets	$	1,159,009		$	573,684	$	539,871	$	(723,060	)	$	1,549,504
LIABILITIES AND STOCKHOLDERS' DEFICIENCY:
Current liabilities:
Current portion of notes payable and long-term debt	$	226,343		$	29,480	$	311	$	—		$	256,134
Current portion of fair value of derivatives embedded within convertible debt	6,635			—		—		—			6,635
Current portion of employee benefits	—			—		—		—			—
Intercompany payables	—			479		37,912		(38,391		)	—
Income taxes payable, net	5,257			1,263		—		(1,268		)	5,252
Current payments due under the Master Settlement Agreement	—			36,561		—		—			36,561
Other current liabilities	55,915			73,279		51,144		—			180,338
Total current liabilities	294,150			141,062		89,367		(39,659		)	484,920
Notes payable, long-term debt and other obligations, less current portion	1,354,219			2,349		30,129		—			1,386,697
Fair value of derivatives embedded within convertible debt	24,789			—		—		—			24,789
Non-current employee benefits	45,615			15,673		—		—			61,288
Deferred income taxes, net	(13,084		)	17,732		32,763		—			37,411
Other liabilities, including litigation accruals and payments due under the Master Settlement Agreement	1,379			38,179		62,207		—			101,765
Total liabilities	1,707,068			214,995		214,466		(39,659		)	2,096,870
Commitments and contingencies
Stockholders' (deficiency) equity attributed to Vector Group Ltd.	(548,059		)	358,689		324,712		(683,401		)	(548,059		)
Non-controlling interest	—			—		693		—			693
Total stockholders' (deficiency) equity	(548,059		)	358,689		325,405		(683,401		)	(547,366		)
Total liabilities and stockholders' deficiency	$	1,159,009		$	573,684	$	539,871	$	(723,060	)	$	1,549,504

52

VECTOR GROUP LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands, Except Per Share Amounts)

Unaudited

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

				Three Months Ended September 30, 2019
							Subsidiary						Consolidated
	Parent/			Subsidiary			Non-			Consolidating			Vector Group
	Issuer			Guarantors			Guarantors			Adjustments			Ltd.
Revenues	$	—		$	303,379		$	201,530		$	(119	)	$	504,790
Expenses:
Cost of sales	—			209,192			136,264			—			345,456
Operating, selling, administrative and general expenses	9,490			18,376			64,627			(119		)	92,374
Litigation settlement and judgment expense	—			240			—			—			240
Management fee expense	—			2,993			—			(2,993		)	—
Operating (loss) income	(9,490		)	72,578			639			2,993			66,720
Other income (expenses):
Interest expense	(32,023		)	(937		)	(228		)	225			(32,963		)
Change in fair value of derivatives embedded within convertible debt	6,182			—			—			—			6,182
Equity in earnings from real estate ventures	—			—			8,050			—			8,050
Equity in earnings in consolidated subsidiaries	61,483			1,893			—			(63,376		)	—
Management fee income	2,993			—			—			(2,993		)	—
Other, net	(655		)	1,702			1,808			(1,100		)	1,755
Income before provision for income taxes	28,490			75,236			10,269			(64,251		)	49,744
Income tax benefit (expense)	7,518			(18,231		)	(3,023		)	—			(13,736		)
Net income	36,008			57,005			7,246			(64,251		)	36,008
Net loss attributed to non-controlling interest	—			—			—			—			—
Net income attributed to Vector Group Ltd.	$	36,008		$	57,005		$	7,246		$	(64,251	)	$	36,008
Comprehensive loss attributed to non-controlling interest	$	—		$	—		$	—		$	—		$	—
Comprehensive income attributed to Vector Group Ltd.	$	36,352		$	57,240		$	7,246		$	(64,486	)	$	36,352

53

VECTOR GROUP LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands, Except Per Share Amounts)

Unaudited

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

				Three Months Ended September 30, 2018
							Subsidiary						Consolidated
	Parent/			Subsidiary			Non-			Consolidating			Vector Group
	Issuer			Guarantors			Guarantors			Adjustments			Ltd.
Revenues	$	—		$	302,128		$	211,860		$	(119	)	$	513,869
Expenses:
Cost of sales	—			219,769			140,533			—			360,302
Operating, selling, administrative and general expenses	8,915			16,497			62,256			(119		)	87,549
Management fee expense	—			2,878			—			(2,878		)	—
Operating (loss) income	(8,915		)	62,984			9,071			2,878			66,018
Other income (expenses):
Interest expense	(50,317		)	(760		)	(7		)	—			(51,084		)
Change in fair value of derivatives embedded within convertible debt	10,005			—			—			—			10,005
Equity in earnings from real estate ventures	—			—			294			—			294
Equity in earnings in consolidated subsidiaries	50,102			—			—			(50,102		)	—
Management fee income	2,878			—			—			(2,878		)	—
Other, net	5,079			(940		)	342			—			4,481
Income before provision for income taxes	8,832			61,284			9,700			(50,102		)	29,714
Income tax benefit (expense)	3,170			(15,885		)	(1,971		)	—			(14,686		)
Net income	12,002			45,399			7,729			(50,102		)	15,028
Net income attributed to non-controlling interest	—			—			(3,026		)	—			(3,026		)
Net income attributed to Vector Group Ltd.	$	12,002		$	45,399		$	4,703		$	(50,102	)	$	12,002
Comprehensive income attributed to non-controlling interest	$	—		$	—		$	(3,026	)	$	—		$	(3,026	)
Comprehensive income attributed to Vector Group Ltd.	$	12,320		$	45,546		$	4,703		$	(50,249	)	$	12,320

54

VECTOR GROUP LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands, Except Per Share Amounts)

Unaudited

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

				Nine Months Ended September 30, 2019
							Subsidiary						Consolidated
	Parent/			Subsidiary			Non-			Consolidating			Vector Group
	Issuer			Guarantors			Guarantors			Adjustments			Ltd.
Revenues	$	—		$	854,875		$	609,629		$	(358	)	$	1,464,146
Expenses:
Cost of sales	—			590,956			408,694			—			999,650
Operating, selling, administrative and general expenses	28,836			53,234			196,335			(358		)	278,047
Litigation settlement and judgment expense	—			895			—			—			895
Management fee expense	—			8,978			—			(8,978		)	—
Operating (loss) income	(28,836		)	200,812			4,600			8,978			185,554
Other income (expenses):
Interest expense	(100,277		)	(2,947		)	(685		)	673			(103,236		)
Change in fair value of derivatives embedded within convertible debt	20,319			—			—			—			20,319
Equity in earnings from real estate ventures	—			—			12,002			—			12,002
Equity in earnings in consolidated subsidiaries	162,911			6,617			—			(169,528		)	—
Management fee income	8,978			—			—			(8,978		)	—
Other, net	9,307			2,302			3,144			(1,100		)	13,653
Income before provision for income taxes	72,402			206,784			19,061			(169,955		)	128,292
Income tax benefit (expense)	17,866			(50,297		)	(5,513		)	—			(37,944		)
Net income	90,268			156,487			13,548			(169,955		)	90,348
Net income attributed to non-controlling interest	—			—			(80		)	—			(80		)
Net income attributed to Vector Group Ltd.	$	90,268		$	156,487		$	13,468		$	(169,955	)	$	90,268
Comprehensive income attributed to non-controlling interest	$	—		$	—		$	(80	)	$	—		$	(80	)
Comprehensive income attributed to Vector Group Ltd.	$	91,798		$	157,191		$	13,468		$	(170,659	)	$	91,798

55

VECTOR GROUP LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands, Except Per Share Amounts)

Unaudited

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

				Nine Months Ended September 30, 2018
							Subsidiary						Consolidated
	Parent/			Subsidiary			Non-			Consolidating			Vector Group
	Issuer			Guarantors			Guarantors			Adjustments			Ltd.
Revenues	$	—		$	844,316		$	580,365		$	(358	)	$	1,424,323
Expenses:
Cost of sales	—			597,492			389,851			—			987,343
Operating, selling, administrative and general expenses	26,331			49,342			187,646			(358		)	262,961
Litigation settlement and judgment expense (income)	—			525			(2,469		)	—			(1,944		)
Management fee expense	—			8,632			—			(8,632		)	—
Operating (loss) income	(26,331		)	188,325			5,337			8,632			175,963
Other income (expenses):
Interest expense	(143,286		)	(2,103		)	(63		)	—			(145,452		)
Change in fair value of derivatives embedded within convertible debt	31,289			—			—			—			31,289
Equity in losses from real estate ventures	—			—			(8,378		)	—			(8,378		)
Equity in earnings in consolidated subsidiaries	136,615						—			(136,615		)	—
Management fee income	8,632			—			—			(8,632		)	—
Other, net	13,899			(1,259		)	1,020			—			13,660
Income (loss) before provision for income taxes	20,818			184,963			(2,084		)	(136,615		)	67,082
Income tax benefit (expense)	16,213			(47,433		)	1,826			—			(29,394		)
Net income (loss)	37,031			137,530			(258		)	(136,615		)	37,688
Net income attributed to non-controlling interest	—			—			(657		)	—			(657		)
Net income (loss) attributed to Vector Group Ltd.	$	37,031		$	137,530		$	(915	)	$	(136,615	)	$	37,031
Comprehensive income attributed to non-controlling interest	$	—		$	—		$	(657	)	$	—		$	(657	)
Comprehensive income (loss) attributed to Vector Group Ltd.	$	37,918		$	137,961		$	(915	)	$	(137,046	)	$	37,918

56

VECTOR GROUP LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands, Except Per Share Amounts)

Unaudited

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

				Nine Months Ended September 30, 2019
							Subsidiary						Consolidated
	Parent/			Subsidiary			Non-			Consolidating			Vector Group
	Issuer			Guarantors			Guarantors			Adjustments			Ltd.
Net cash provided by operating activities	$	122,305		$	259,426		$	8,623		$	(195,005	)	$	195,349
Cash flows from investing activities:
Sale of investment securities	16,186			—			—			—			16,186
Maturities of investment securities	45,798			—			—			—			45,798
Purchase of investment securities	(76,094		)	—			—			—			(76,094		)
Purchase of long-term investments	—			—			(1,000		)	—			(1,000		)
Investments in real estate ventures	—			—			(36,269		)	—			(36,269		)
Purchase of subsidiaries	—			—			(323		)	—			(323		)
Distributions from investments in real estate ventures	—			—			30,934			—			30,934
Increase in cash surrender value of life insurance policies	(311		)	(462		)	—			—			(773		)
(Increase) decrease in restricted assets	(22		)	683			—			—			661
Investments in subsidiaries	(42,604		)	—			—			42,604			—
Proceeds from sale of fixed assets	—			8			9			—			17
Capital expenditures	—			(3,425		)	(6,733		)	—			(10,158		)
Pay downs of investment securities	828			—			—			—			828
Investments in real estate, net	—			—			(1,910		)	—			(1,910		)
Net cash used in investing activities	(56,219		)	(3,196		)	(15,292		)	42,604			(32,103		)
Cash flows from financing activities:
Deferred financing costs	—			(36		)	—			—			(36		)
Repayments of debt	(230,000		)	(720		)	(154		)	—			(230,874		)
Borrowings under revolver	—			204,506			—			—			204,506
Repayments on revolver	—			(221,373		)	—			—			(221,373		)
Capital contributions received	—			675			41,929			(42,604		)	—
Intercompany dividends paid	—			(153,868		)	(41,137		)	195,005			—
Dividends and distributions on common stock	(179,449		)	—			—			—			(179,449		)
Distributions to non-controlling interest	—			—			(285		)	—			(285		)
Proceeds from issuance of Vector common stock	—			—			—			—			—
Proceeds from exercise of Vector options	—			—			—			—			—
Tax benefit of options exercised	—			—			—			—			—
Other	—			—			(46		)	—			(46		)
Net cash (used in) provided by financing activities	(409,449		)	(170,816		)	307			152,401			(427,557		)
Net (decrease) increase in cash, cash equivalents and restricted cash	(343,363		)	85,414			(6,362		)	—			(264,311		)
Cash, cash equivalents and restricted cash, beginning of period	474,880			23,849			93,000			—			591,729
Cash, cash equivalents and restricted cash, end of period	$	131,517		$	109,263		$	86,638		$	—		$	327,418

57

VECTOR GROUP LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands, Except Per Share Amounts)

Unaudited

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

				Nine Months Ended September 30, 2018
							Subsidiary						Consolidated
	Parent/			Subsidiary			Non-			Consolidating			Vector Group
	Issuer			Guarantors			Guarantors			Adjustments			Ltd.
Net cash provided by operating activities	$	118,890		$	244,377		$	20,693		$	(174,152	)	$	209,808
Cash flows from investing activities:
Sale of investment securities	10,940			3,955			—			—			14,895
Maturities of investment securities	16,899			—			—			—			16,899
Purchase of investment securities	(22,516		)	—			—			—			(22,516		)
Investments in real estate ventures	—			—			(6,132		)	—			(6,132		)
Investments in real estate, net	—			—			(1,495		)	—			(1,495		)
Purchase of subsidiaries	—			—			(370		)	—			(370		)
Distributions from investments in real estate ventures	—			—			37,819			—			37,819
Increase in cash surrender value of life insurance policies	(345		)	(461		)	—			—			(806		)
Decrease in restricted assets	14			240			—			—			254
Repayments of notes receivable	20,000			—			67			(20,000		)	67
Pay downs of investment securities	1,293			—			—			—			1,293
Investments in subsidiaries	(8,103		)	—			—			8,103			—
Capital expenditures	(15		)	(4,175		)	(8,356		)	—			(12,546		)
Net cash provided by (used in) investing activities	18,167			(441		)	21,533			(11,897		)	27,362
Cash flows from financing activities:
Repayments of debt	—			(21,263		)	(227		)	20,000			(1,490		)
Borrowings under revolver	—			261,058			—			—			261,058
Repayments on revolver	—			(264,654		)	—			—			(264,654		)
Capital contributions received	—			650			7,453			(8,103		)	—
Intercompany dividends paid	—			(128,308		)	(45,844		)	174,152			—
Dividends and distributions on common stock	(169,571		)	—			—			—			(169,571		)
Distributions to non-controlling interest	—			—			(2,521		)	—			(2,521		)
Net cash used in financing activities	(169,571		)	(152,517		)	(41,139		)	186,049			(177,178		)
Net (decrease) increase in cash, cash equivalents and restricted cash	(32,514		)	91,419			1,087			—			59,992
Cash, cash equivalents and restricted cash, beginning of period	194,719			20,175			96,043			—			310,937
Cash, cash equivalents and restricted cash, end of period	$	162,205		$	111,594		$	97,130		$	—		$	370,929

58

ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION    AND RESULTS OF OPERATIONS

(Dollars in Thousands, Except Per Share Amounts)

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is designed to provide a reader of Vector Group Ltd.’s financial statements with a narrative from our management’s perspective. Our MD&A is divided into the following sections:

•Overview and Recent Developments

•Results of Operations

•Summary of Real Estate Investments

•Liquidity and Capital Resources

Please read this discussion along with our MD&A and audited financial statements as of and for the year ended December 31, 2018 and Notes thereto, included in our 2018 Annual Report on Form 10-K, and our Condensed Consolidated Financial Statements and related Notes as of and for the quarterly period and nine months ended September 30, 2019 and 2018.

Overview

We are a holding company and are engaged principally in two business segments:

• 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 New Valley LLC (“New Valley”) subsidiary, which owns Douglas Elliman Realty, LLC (“Douglas Elliman”) and 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 and Colorado. On December 31, 2018, New Valley increased its ownership of Douglas Elliman from 70.59% to 100%.

Recent Developments

Maturity of 7.5% Variable Interest Senior Convertible Notes due 2019. In January 2019, we paid $230,000 of principal and $8,102 of accrued interest as full payment of our 7.5% Convertible Notes that matured on January 15, 2019.

Corporate Governance Matters. In June 2019, our Compensation Committee began the process of reviewing our executive compensation program by engaging FTI Consulting, Inc. with a view to implementing any appropriate changes to our compensation program in the 2020 compensation year. The results of the review will be discussed in our 2020 proxy statement.

Castle Brands, Inc. On October 9, 2019, Castle Brands, Inc. was acquired pursuant to a cash tender offer of $1.27 per outstanding common share and,  in connection therewith, we tendered the entire amount of our 12,895,017 common shares of Castle.  We received $16,377 in October 2019 from the transaction.  At the closing of the transaction, our Executive Vice President resigned as President and Chief Executive Officer of Castle and the Company’s management agreement with Castle was cancelled.

Revolving Credit Facility - Liggett. On October 31, 2019, our subsidiaries Liggett and 100 Maple LLC (“Maple”) entered into an amendment (the “Amendment”) to their existing credit agreement entered into on January 14, 2015 (the “Existing Credit Agreement” and as so amended, the “Credit Agreement”), among Liggett, Maple and Wells Fargo Bank, National Association, as agent and lender. The Amendment amended the Existing Credit Agreement to, among other things, (i) extend the maturity of the Credit Agreement to January 31, 2025, (ii) update the borrowing base to adjust the advance rates in respect of eligible inventory and add certain eligible real property, and (iii) reflect the repayment in full of the term loan facility that had previously been available thereunder.  The obligations under the Credit Agreement continue to be secured on a first priority basis by all inventories, receivables and certain other personal property of Liggett and Maple, a mortgage on Liggett’s manufacturing facility and certain real property of Maple, subject to certain permitted liens. As of November 1, 2019, $60,000 was available for borrowing under the Credit Agreement. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the Credit Agreement, a copy of which is included as Exhibit 10.1 to our Current Report on Form 8-K filed on November 5, 2019.

59

Sale of Innova. On November 1, 2019, Douglas Elliman sold its 50% interest in Innova Risk Management, an insurance brokerage company. Douglas Elliman received $8,732 in cash in November 2019 and may receive an additional $1,000 in a potential earn out over a period of two years.    

Dividend Reduction.  On November 5, 2019, we announced that our board of directors had declared a regular quarterly cash dividend on our common stock of $0.40 per share, payable on December 30, 2019 to holders of record as of December 17, 2019. We also announced that our board of directors has decided to reduce our quarterly cash dividend to $0.20 per share, effective the first quarter of 2020, and that we will no longer pay an annual stock dividend. The amount of the quarterly cash dividend and the payment of any annual stock dividend are subject to the board’s regular evaluation of our dividend policy and capital allocation strategy.

Recent Developments in Litigation

Mississippi Dispute.      In July 2019, Mississippi and Liggett stipulated that the unpaid principal (exclusive of interest) purportedly due from Liggett to Mississippi pursuant to the 1996 Settlement Agreement (from inception through 2019) is approximately $14,400, subject to Liggett’s right to litigate and/or appeal the enforceability of the 1996 Settlement Agreement (and all issues other than the calculation of such principal amount). In September 2019, the Special Master held a hearing regarding the state’s claim for approximately $17,500 in prejudgment interest as well as post-judgment interest in amounts to be determined. A decision is pending.  Liggett continues to believe that the April 2017 Chancery Court order is in error because the most favored nations provision in the 1996 Settlement Agreement eliminated all of Liggett’s payment obligations to Mississippi, and reserved all rights to appeal this and other issues at the conclusion of the case. In the event Liggett appeals an adverse judgment, the posting of a bond may be required.

West Virginia Matter. In Re: Tobacco Litigation (Personal Injury Cases), a West Virginia state court consolidated approximately 750 individual smoker actions that were pending prior to 2001 for trial of certain “common” issues. Liggett was severed from that trial. In May 2013, the jury rejected all but one of the plaintiffs’ claims against the non-Liggett defendants. Subsequently, this claim was settled by the non-Liggett defendants.

In May 2016, the trial court ruled that the case could proceed against Liggett, notwithstanding the outcome of the first phase of the trial against the non-Liggett defendants. In June 2019, Liggett settled the litigation, subject to court approval. Liggett accrued an expense for this matter during the nine months ended September 30, 2019.

Critical Accounting Policies

There are no material changes except for the item listed below from the critical accounting policies set forth in Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations,” of our Annual Report on Form 10-K, for the year ended December 31, 2018. Please refer to that section and the information below for disclosures regarding the critical accounting policies related to our business.

Leasing Standard. On January 1, 2019, we adopted ASU No. 2016-02- Leases (Topic 842), therefore, our lease accounting policy has been modified as discussed in Note 3 to our condensed consolidated financial statements.

Results of Operations

The following discussion provides an assessment of our results of operations, capital resources and liquidity and should be read in conjunction with our condensed consolidated financial statements included elsewhere in this report. The condensed consolidated financial statements include the accounts of Liggett, Vector Tobacco, Liggett Vector Brands, New Valley and other less significant subsidiaries.

For purposes of this discussion and other consolidated financial reporting, our business segments for the three and nine months ended September 30, 2019 and 2018 were Tobacco and Real Estate. The Tobacco segment consisted of the manufacture and sale of cigarettes. The Real Estate segment included our investment in New Valley, which includes Douglas Elliman, investments in real estate, net and investments in real estate ventures.

60

	Three Months Ended							Nine Months Ended
	September 30,							September 30,
	2019				2018			2019				2018
Revenues:
Tobacco	$	303,260			$	302,009		$	854,517			$	843,958
Real estate	201,530				211,860			609,629				580,365
Total revenues	$	504,790			$	513,869		$	1,464,146			$	1,424,323
Operating income (loss):
Tobacco	$	72,799		(1)	$	63,259		$	201,594		(2)	$	189,185		(3)
Real estate	628				9,115			4,672				6,222			(4)
Corporate and Other	(6,707		)		(6,356		)	(20,712		)		(19,444		)
Total operating income	$	66,720			$	66,018		$	185,554			$	175,963

____________________

⁽¹⁾   Operating income includes $240 of litigation settlement and judgment expense.

⁽²⁾ Operating income includes $895 of litigation settlement and judgment expense.

⁽³⁾   Operating income includes $6,298 of income from MSA Settlements and $525 of litigation settlement and judgment expense.

⁽⁴⁾   Operating income includes $2,469 of litigation settlement and judgment income.

Three Months Ended September 30, 2019 Compared to Three Months Ended September 30, 2018

Revenues. Total revenues were $504,790 for the three months ended September 30, 2019 compared to $513,869 for the three months ended September 30, 2018. The $9,079 (1.8%) decline in revenues was primarily due to a $10,330 decline in Real Estate revenues, which was primarily related to Douglas Elliman’s brokerage revenues, offset by a $1,251 increase in Tobacco revenues, which was primarily related to Liggett’s decision to raise prices on EAGLE 20’s after careful analysis, as part of its long-term strategy to gradually shift its focus from volume growth to income growth.

Cost of sales. Total cost of sales was $345,456 for the three months ended September 30, 2019 compared to $360,302 for the three months ended September 30, 2018. The $14,846 (4.1%) decline in cost of sales was primarily due to a $10,577 decline in Tobacco cost of sales primarily due to decreased sales volume and a $4,269 decline in Real Estate cost of sales, which was primarily related to Douglas Elliman’s agent commissions.

Expenses. Operating, selling, general and administrative expenses were $92,374 for the three months ended September 30, 2019 compared to $87,549 for the same period last year. The $4,825 (5.5%) increase in operating, selling, general and administrative expenses was due to a $2,426 increase in Real Estate operating, selling, general and administrative expenses, primarily at Douglas Elliman, a $2,048 increase in Tobacco operating, selling, general and administrative expenses, and a $351 increase in Corporate and Other expenses.

Operating income. Operating income was $66,720 for the three months ended September 30, 2019 compared to $66,018 for the same period last year. The $702 (1.1%) increase in operating income was due to a $9,540 increase in Tobacco operating income. This was offset by a $8,487 decline in Real Estate operating income, primarily related to Douglas Elliman’s operations, and an increase of $351 in Corporate and Other operating loss.

Other expenses. Other expenses were $16,976 and $36,304 for the three months ended September 30, 2019 and 2018, respectively. For the three months ended September 30, 2019, other expenses primarily consisted of interest expense of $32,963. This was offset by income of $6,182 from changes in fair value of derivatives embedded within convertible debt, other income of $1,755, and equity in earnings from real estate ventures of $8,050. For the three months ended September 30, 2018, other expenses primarily consisted of interest expense of $51,084. This was offset by income of $10,005 from changes in fair value of derivatives embedded within convertible debt, other income of $4,481, and equity in earnings from real estate ventures of $294.

The value of the embedded derivatives is contingent on changes in interest rates of debt instruments maturing over the duration of the convertible debt, our stock price as well as projections of future cash and stock dividends over the term of the debt. The interest rate component of the value of the embedded derivative is computed by calculating an equivalent non-convertible, unsecured and subordinated borrowing cost. This rate is determined by calculating the implied rate on our Convertible Notes after removing the embedded option value within the convertible security. This rate is based upon market observable inputs and influenced by our stock price, convertible bond trading price, risk-free interest rates and stock volatility. We recognized benefits from reductions in the value of embedded derivatives of $6,182 and $10,005 for the three months ended September 30, 2019 and 2018, respectively.

61

Income before provision for income taxes. Income before income taxes was $49,744 and $29,714 for the three months ended September 30, 2019 and 2018, respectively.

Income tax expense. Income tax expense was $13,736 and $14,686 for the three months ended September 30, 2019 and 2018, respectively. Our provision for income taxes in interim periods is based on expected income, statutory rates, permanent differences, valuation allowances against deferred tax assets, and any tax planning opportunities available to us. For interim financial reporting, we estimate the annual effective income tax rate based on full year projections and apply the annual effective income tax rate against year-to-date pretax income to record income tax expense, adjusted for discrete items, if any. We refine annual estimates as new information becomes available. Our effective tax rates for the three months ended September 30, 2019 and 2018 were impacted by non-deductibility of interest expense and non-deductible compensation. Our income tax expense for the three months ended September 30, 2019 is lower than the income tax expense for the three months ended September 30, 2018 due to tax planning opportunities available within the Tax Cuts and Jobs Act (“The Tax Act”). The tax planning opportunities relate to our conclusion from guidance issued in the fourth quarter of 2018 that we will be able to allocate some of our interest expense to our real estate business and the deduction of this interest expense will not be limited. During the three months ended September 30, 2019, we refined our estimate related to the beneficial aspects of the tax planning opportunity mentioned above. The Tax Act generally limits a corporation’s interest expense deduction to 30% of taxable income before interest, depreciation and amortization from 2018 to 2021 and then taxable income before interest thereafter for non-excepted trade or businesses. However, one such excepted trade or business is any electing real property trade or business, which portions of our real estate segment qualify. Interest expense allocable to an excepted trade or business is not subject to limitation. The Tax Act also permits us to carry forward any disallowed interest expense indefinitely. Our analysis in periods prior to the three months ended September 30, 2019 was that portions of our interest expense in 2019 and future years would be disallowed as a tax deduction and, based on projections in those periods, we did not expect any of this disallowed interest expense to be tax deductible in future periods. Consequently, our annual effective tax rate reflected an interest expense carryforward deferred tax asset and a corresponding valuation allowance for any disallowed interest expense in 2019. During the quarter ended September 30, 2019, we revised our judgment and analysis regarding the impact that the Tax Act will have on our interest expense deduction. Upon further analysis and interpretation of continuing guidance, our conclusion is that the real property trade or business exception should result in all of our interest expense being deductible for tax purposes in 2019. Accordingly, the valuation allowance of $1,619 that was recorded against prior periods’ disallowed interest estimates is being reversed through income tax expense as a discrete item in the quarter. The impact of the prior quarters’ estimates of disallowed interest (and corresponding valuation allowance) is being accounted for as a component of our estimated annual effective tax rate for the three months ended September 30, 2019. However, this is an annual computation and the annual amount of deductible interest expense in the future could be impacted by our annual interest expense, earnings before interest and income taxes as well as the amount of our investments in real estate. For the three months ended September 30, 2019, our income tax expense was less than our estimated annual effective rate by $323 primarily due to the release of the valuation allowance discussed above offset by income tax expense related to state tax audits and stock-based compensation.

Tobacco.

Tobacco revenues. Liggett increased the list price of EAGLE 20’s by $0.80 per carton in October 2019, $1.10 per carton in February 2019 and $1.00 per carton in September 2018. Liggett also increased the list price of PYRAMID, LIGGETT SELECT, EVE and GRAND PRIX by $0.80 per carton in October 2019, $0.60 per carton in June 2019, $1.10 per carton in February 2019, and $1.00 per carton in September 2018.

All of our Tobacco sales were in the discount category in 2019 and 2018. For the three months ended September 30, 2019, Tobacco revenues were $303,260 compared to $302,009 for the three months ended September 30, 2018. Revenues increased by $1,251 (0.4%) due primarily to an increase in the average selling price of our brands for the three months ended September 30, 2019. The higher selling prices offset the impact of a 5.8% (149.0 million units) decline in sales volume. We also believe that third quarter 2019 and 2018 unit volumes may have increased as a result of wholesalers purchasing product in anticipation of October 2019 and September 2018 price increases, respectively. Management believes this may have shifted volume from the fourth quarters of 2019 and 2018 to the third quarters of 2019 and 2018.

62

Tobacco cost of sales. The major components of our Tobacco cost of sales were as follows:

	Three Months Ended
	September 30,
	2019		2018
Manufacturing overhead, raw materials and labor	$	32,863	$	34,257
Customer shipping and handling	1,446		1,639
Federal Excise Taxes, net	122,951		130,428
FDA expense	6,149		5,674
MSA expense, net of market share exemption	45,783		47,771
Total cost of sales	$	209,192	$	219,769

The Tobacco segment’s MSA expense is included in cost of sales. Under the terms of the MSA, we have no payment obligations except to the extent that our tobacco subsidiaries’ market share of the U.S. Cigarette market exceeds 1.92%. The calculation of our benefit from the MSA is an estimate based on U.S. domestic taxable cigarette shipments. As of September 30, 2019, we estimate taxable shipments in the U.S. will decline by 5.5% in 2019. Our annual MSA liability changes by approximately $1,700 for each percentage change in the estimated shipment volumes in the U.S. market. For the three months ended September 30, 2019, the estimated decline in taxable shipments in excess of the annual MSA inflation adjustment resulted in an increase in cost of sales of approximately $800 because the value of Liggett’s market share exemption declined compared to the three months ended September 30, 2018.

Tobacco gross profit was $94,068 for the three months ended September 30, 2019 compared to $82,240 for the three months ended September 30, 2018, an increase of $11,828. The increase in gross profit for the three months ended September 30, 2019 is primarily attributable to increased pricing associated with the EAGLE 20’s brand. After careful market analysis and based on our long-term strategy, in September 2018, we began the process of gradually shifting focus from volume to income growth by increasing pricing on EAGLE 20’s in connection with industry-wide price increases. Despite recent pricing increases, EAGLE 20’s remains Liggett’s primary low-cost cigarette brand and its percentage of Liggett’s total unit volume sales has increased from 55% in the three months ended September 30, 2018 to 60% for the three months ended September 30, 2019. Pyramid, Liggett’s second-largest brand, declined from 32% of total unit volume sales in the three months ended September 30, 2018 to 26% for the three months ended September 30, 2019. As a percentage of revenue (excluding Federal Excise Taxes), Tobacco gross profit increased from 47.9% in the 2018 period to 52.2% in the 2019 period. The increase is primarily due to increased pricing associated with the EAGLE 20’s brand.

Tobacco expenses. Tobacco operating, selling, general and administrative expenses, excluding settlements and judgments, were $21,029 and $18,981 for the three months ended September 30, 2019 and 2018, respectively. The increase of $2,048 is primarily due to additional incentive compensation expenses and higher legal expenses. Total tobacco product liability legal expenses, including settlements and judgments, were $1,890 and $1,672 for the three months ended September 30, 2019 and 2018, respectively.

Tobacco operating income. Tobacco operating income was $72,799 for the three months ended September 30, 2019 compared to $63,259 for the same period last year. The increase in operating income for the three months ended September 30, 2019 of $9,540 is primarily attributable to increased gross profit margins, as discussed above, partially offset by increased operating, selling, general and administrative expenses.

Real Estate.

Real Estate revenues. Real Estate revenues were $201,530 and $211,860 for the three months ended September 30, 2019 and 2018, respectively. Real Estate revenues declined by $10,330 (4.9%), primarily related to a decrease of $10,707 in Douglas Elliman’s Commission and other brokerage income. The decline in commission and other brokerage income was primarily related to declines in commission and other brokerage income from Douglas Elliman’s New York City market of $6,111 and Northeast market of $1,930, and declines in revenues generated from Douglas Elliman’s development marketing division of $6,151. The amount was partially offset by increases in Douglas Elliman’s existing-home sales in its Southeast market of $2,517. Effective July 1, 2019, New York State increased its transfer tax and “mansion” tax associated with resales of homes of more than $1,000. We believe that the July 1, 2019 tax increase resulted in an acceleration of home sales and, therefore, commission and other brokerage income at Douglas Elliman, in New York City, before June 30, 2019 and, consequently, may have negatively impacted commission and other brokerage income for the three months ended September 30, 2019.

63

Real Estate revenues and cost of sales for the three months ended September 30, 2019 and 2018 were as follows:

	Three Months Ended
	September 30,
	2019		2018
Real Estate Revenues:
Commission and other brokerage income	$	191,451	$	202,158
Property management revenue	8,668		8,147
Title fees	1,049		1,174
Sales on facilities primarily from Escena	362		381
Total real estate revenues	$	201,530	$	211,860
Real Estate Cost of Sales:
Real estate agent commissions	$	135,241	$	139,520
Cost of sales on facilities primarily from Escena	868		843
Title fees	155		170
Total real estate cost of sales	$	136,264	$	140,533

^{___________________________________} 

Brokerage cost of sales. Douglas Elliman real estate agent commissions decreased by $4,279 as a result of a decline in sales volume.

Douglas Elliman’s gross margin on real estate brokerage income declined from 31.0% for the three months ended September 30, 2018 to 29.4% for the three months ended September 30, 2019 primarily as a result of declines in revenues in its development marketing division and existing-home sales in the New York City Market and Northeast Markets, which traditionally earn higher gross margins.

Real Estate expenses. Real Estate operating, selling, general and administrative expenses were $64,638 and $62,212 for the three months ended September 30, 2019 and 2018, respectively. The increased expenses were primarily associated with increased expenses in Douglas Elliman’s West and development marketing divisions.

Real Estate operating income. The Real Estate segment had operating income of $628 for the three months ended September 30, 2019 and operating income of $9,115 for the three months ended September 30, 2018. The decline in operating income of $8,487 was primarily related to reduced operating income at Douglas Elliman. The decline in operating income at Douglas Elliman was the result of declines in operating income in Douglas Elliman’s existing home sales in New York City and its development marketing division. This was partially offset by an increase in Douglas Elliman’s Southeast market.

Corporate and Other.

Corporate and Other operating loss. The operating loss at the Corporate and Other segment was $6,707 for the three months ended September 30, 2019 compared to $6,356 for the same period in 2018 and was due primarily to increased administrative costs.

Nine Months Ended September 30, 2019 Compared to Nine Months Ended September 30, 2018

Revenues. Total revenues were $1,464,146 for the nine months ended September 30, 2019 compared to $1,424,323 for the nine months ended September 30, 2018. The $39,823 (2.8%) increase in revenues was primarily due to a $29,264 increase in Real Estate revenues, which was primarily related to an increase in Douglas Elliman’s brokerage revenues, and a $10,559 increase in Tobacco revenues, which was primarily related to Liggett’s decision to raise prices on EAGLE 20’s after careful analysis, as part of its long-term strategy to gradually shift its focus from volume growth to income growth.

Cost of sales. Total cost of sales was $999,650 for the nine months ended September 30, 2019 compared to $987,343 for the nine months ended September 30, 2018. The $12,307 (1.2%) increase in cost of sales was primarily due to a $18,843 increase in Real Estate cost of sales, which was primarily related to Douglas Elliman’s agent commissions, offset by a $6,536 decline in Tobacco cost of sales primarily related to the absence of a $6,298 reduction of expense during the nine months ended September 30, 2019 from the settlement of a long-standing dispute related to the MSA.

64

Expenses. Operating, selling, general and administrative expenses were $278,047 for the nine months ended September 30, 2019 compared to $262,961 for the same period last year. The $15,086 (5.7%) increase was due to a $9,502 increase in Real Estate operating, selling, general and administrative expenses primarily at Douglas Elliman, a $4,316 increase in Tobacco operating, selling, general and administrative expenses and a $1,268 increase in Corporate and Other expense.

Operating income. Operating income was $185,554 for the nine months ended September 30, 2019 compared to $175,963 for the same period last year, an increase of $9,591 (5.5%). Tobacco operating income increased by $12,409 and was offset by a decline in Real Estate operating income of $1,550 primarily related to Douglas Elliman’s operations and an increase of $1,268 in Corporate and Other operating loss.

Other income (expenses). Other expenses were $57,262 and $108,881 for the nine months ended September 30, 2019 and 2018, respectively. For the nine months ended September 30, 2019, other expenses primarily consisted of interest expense of $103,236. This was offset by income of $20,319 from changes in fair value of derivatives embedded within convertible debt, other income of $13,653, and equity in earnings from real estate ventures of $12,002. For the nine months ended September 30, 2018, other expenses primarily consisted of interest expense of $145,452 and equity in losses from real estate ventures of $8,378. This was offset by income of $31,289 from changes in fair value of derivatives embedded within convertible debt and other income of $13,660.

The value of the embedded derivatives is contingent on changes in interest rates of debt instruments maturing over the duration of the convertible debt, our stock price as well as projections of future cash and stock dividends over the term of the debt. The interest rate component of the value of the embedded derivative is computed by calculating an equivalent non-convertible, unsecured and subordinated borrowing cost. This rate is determined by calculating the implied rate on our Convertible Notes after removing the embedded option value within the convertible security. This rate is based upon market observable inputs and influenced by our stock price, convertible bond trading price, risk-free interest rates and stock volatility. We recognized benefits from reductions in the value of embedded derivatives of $20,319 and $31,289 for the nine months ended September 30, 2019 and 2018, respectively.

Income before provision for income taxes. Income before income taxes was $128,292 and $67,082 for the nine months ended September 30, 2019 and 2018, respectively.

65

Income tax expense. Income tax expense was $37,944 for the nine months ended September 30, 2019 compared to income tax expense of $29,394 for the nine months ended September 30, 2018. Our provision for income taxes in interim periods is based on expected income, statutory rates, permanent differences, valuation allowances against deferred tax assets, and any tax planning opportunities available to us. For interim financial reporting, we estimate the annual effective income tax rate based on full year projections and apply the annual effective income tax rate against year-to-date pretax income to record income tax expense, adjusted for discrete items, if any. We refine annual estimates as new information becomes available. Our effective tax rates for the nine months ended September 30, 2019 and 2018 were impacted by our estimates of amounts of non-deductible interest expense and non-deductible compensation. Our income tax expense for the nine months ended September 30, 2019 is lower than the income tax expense for the nine months ended September 30, 2018 due to tax planning opportunities available within the Tax Cuts and Jobs Act (“The Tax Act”). The tax planning opportunities relate to our conclusion from guidance issued in the fourth quarter of 2018 that we will be able to allocate some of our interest expense to our real estate business and the deduction of this interest expense will not be limited. During the quarter ended September 30, 2019, we refined our estimate related to the beneficial aspects of the tax planning opportunity mentioned above. The Tax Act generally limits a corporation’s interest expense deduction to 30% of taxable income before interest, depreciation and amortization from 2018 to 2021 and then taxable income before interest thereafter for non-excepted trade or businesses. However, one such excepted trade or business is any electing real property trade or business, which portions of our real estate segment qualify. Interest expense allocable to an excepted trade or business is not subject to limitation. The Tax Act also permits us to carry forward any disallowed interest expense indefinitely. Our analysis in periods prior to the quarter ended September 30, 2019 was that portions of our interest expense in 2019 and future years would be disallowed as a tax deduction and, based on projections in those periods, we did not expect any of this disallowed interest expense to be tax deductible in future periods. Consequently, our annual effective tax rate reflected an interest expense carryforward deferred tax asset and a corresponding valuation allowance for any disallowed interest expense in 2019. During the quarter ended September 30, 2019, we revised our judgment and analysis regarding the impact that the Tax Act will have on our interest expense deduction. Upon further analysis and interpretation of continuing guidance, our conclusion is that the real property trade or business exception should result in all of our interest expense being deductible for tax purposes in 2019. Accordingly, the valuation allowance of $1,619 that was recorded against prior periods’ disallowed interest estimates is being reversed through income tax expense as a discrete item in the quarter. The impact of the prior quarters’ estimates of disallowed interest (and corresponding valuation allowance) is being accounted for as a component of our estimated annual effective tax rate for the nine months ended September 30, 2019. However, this is an annual computation and the annual amount of deductible interest expense in the future could be impacted by changes in our annual interest expense, earnings before interest and income taxes as well as the amount of our investments in real estate. For the nine months ended September 30, 2019, our income tax expense was also lower than our estimated annual effective rate by $434 primarily due to the release of certain valuation allowances offset by tax expense related to state tax audits and stock-based compensation.

Tobacco.

Tobacco revenues. Liggett increased the list price of EAGLE 20’s by $0.80 per carton in October 2019, $1.10 per carton in February 2019 and $1.00 per carton in September 2018. Liggett also increased the list price of PYRAMID, LIGGETT SELECT, EVE and GRAND PRIX by $0.80 per carton in October 2019, $0.60 per carton in June 2019, $1.10 per carton in February 2019, $1.00 per carton in September 2018, and $0.90 per carton in March 2018.

All of our Tobacco sales were in the discount category in 2019 and 2018. For the nine months ended September 30, 2019, Tobacco revenues were $854,517 compared to $843,958 for the nine months ended September 30, 2018. Revenues increased by $10,559 (1.3%) due primarily to an increase in the average selling price of our brands for the nine months ended September 30, 2019. The higher selling prices offset the impact of a 3.2% (227 million units) decline in unit sales volume. We believe that 2019 and 2018 unit volumes for the nine months ended September 30 may have increased as a result of wholesalers purchasing product in anticipation of the October 2019 and September 2018 price increase, respectively. Management believes this may have shifted volume from the fourth quarters of 2019 and 2018 to the nine months ended September 30, 2019 and 2018.

66

Tobacco cost of sales. The major components of our Tobacco cost of sales were as follows:

		Nine Months Ended
		September 30,
		2019		2018
Manufacturing overhead, raw materials and labor		$	94,535	$	95,782
Customer shipping and handling		4,441		4,309
Federal Excise Taxes, net		347,527		359,199
FDA expense		18,542		16,990
MSA expense, net of market share exemption		125,911		121,212		(1)
	Total cost of sales	$	590,956	$	597,492

⁽¹⁾ Includes $6,298 reduction in expense from a settlement of a long-standing dispute related to the Master Settlement Agreement.

The Tobacco segment’s MSA expense is included in cost of sales. Under the terms of the MSA, we have no payment obligations except to the extent that our tobacco subsidiaries’ market share of the U.S. Cigarette market exceeds 1.92%. The calculation of our benefit from the MSA is an estimate based on U.S. domestic taxable cigarette shipments. As of September 30, 2019, we estimate taxable shipments in the U.S. will decline by 5.5% in 2019. Our annual MSA liability changes by approximately $1,700 for each percentage change in estimated shipment volumes in the U.S. market. For the nine months ended September 30, 2019, the estimated decline in taxable shipments in excess of the annual MSA inflation adjustment resulted in an increase in cost of sales of approximately $2,300 because the value of Liggett’s market share exemption declined compared to the nine months ended September 30, 2018.

Tobacco gross profit was $263,561 for the nine months ended September 30, 2019 compared to $246,466 for the nine months ended September 30, 2018, an increase of $17,095. Tobacco gross profit for the nine months ended September 30, 2018 included a $6,298 reduction in cost of sales from a settlement of a long-standing dispute related to the Master Settlement Agreement. This was offset by an increase in gross profit for the nine months ended September 30, 2019 of $23,393, primarily attributable to increased pricing associated with the EAGLE 20’s brand. After careful market analysis and based on our long-term strategy, in September 2018, we began the process of gradually shifting focus from volume to income growth by increasing pricing on EAGLE 20’s in connection with industry-wide price increases. Despite recent pricing increases, EAGLE 20’s remains Liggett’s primary low-cost cigarette brand and its percentage of Liggett’s total unit volume sales has increased from approximately 53% in the nine months ended September 30, 2018 to approximately 60% for the nine months ended September 30, 2019. Pyramid, Liggett’s second largest brand, declined from 33% of total unit volume sales in the nine months ended September 30, 2018 to 27% for the nine months ended September 30, 2019. As a percentage of revenue (excluding Federal Excise Taxes), Tobacco gross profit increased from 50.8% in the 2018 period to 52.0% in the 2019 period. The increase is the result of the increased EAGLE 20’s pricing as discussed above.

Tobacco expenses. Tobacco operating, selling, general and administrative expenses, excluding settlements and judgments, were $61,072 for the nine months ended September 30, 2019 compared to $56,756 for the nine months ended September 30, 2018. The increase of $4,316 is mainly due to higher incentive compensation, sales and marketing expenses and increased professional fees. Tobacco product liability legal expenses, including settlements and judgments, were $5,627 and $5,256 for the nine months ended September 30, 2019 and 2018, respectively.

Tobacco operating income. Tobacco operating income was $201,594 for the nine months ended September 30, 2019 compared to $189,185 for the same period last year, an increase of $12,409. Tobacco operating income for the nine months ended September 30, 2018 included a $6,298 reduction in cost of sales from a settlement of a long-standing dispute related to the Master Settlement Agreement. This was offset by an increase in operating income for the nine months ended September 30, 2019 of $18,707 primarily attributable to increased gross profit margins, as discussed above, partially offset by increased operating, selling, general and administrative expenses.

67

Real Estate.

Real Estate revenues. Real Estate revenues were $609,629 and $580,365 for the nine months ended September 30, 2019 and 2018, respectively. Real Estate revenues increased by $29,264 (5.0%), which was primarily related to an increase of $26,888 in Douglas Elliman’s commission and other brokerage income. The increase in commission and other brokerage income was primarily related to increased commission and other brokerage income from Douglas Elliman’s existing-home sales in New York City of $27,286 and developing marketing revenue of $4,303. This amount was offset by declines in existing-home sales in Douglas Elliman’s Northeast market. Effective July 1, 2019, New York State increased its transfer tax and “mansion” tax associated with resales of homes of more than $1,000.  We believe that the July 1, 2019 tax increase resulted in an acceleration of home sales and, therefore, commission and other brokerage income at Douglas Elliman, in New York City, before June 30, 2019 and, consequently, may have increased commission and other brokerage income for the nine months ended September 30, 2019.

Real Estate revenues and cost of sales for the nine months ended September 30, 2019 and 2018, respectively, were as follows:

	Nine Months Ended
	September 30,
	2019		2018
Real Estate Revenues:
Commission and other brokerage income	$	574,098	$	547,210
Property management revenue	27,237		25,226
Title fees	4,682		4,085
Sales on facilities primarily from Escena	3,612		3,844
Total real estate revenues	$	609,629	$	580,365
Real Estate Cost of Sales:
Real estate agent commissions	$	404,783	$	386,194
Cost of sales on facilities primarily from Escena	2,826		2,819
Title fees	1,085		838
Total real estate cost of sales	$	408,694	$	389,851

Brokerage cost of sales. Douglas Elliman real estate agent commissions increased by $18,589 as a result of changes in the sales mix between markets with varying agent commission percentages.

Douglas Elliman’s gross margin on real estate brokerage income increased from 29.4% for the nine months ended September 30, 2018 to 29.5% for the nine months ended September 30, 2019.

Real Estate expenses. Real Estate operating, selling, general and administrative expenses, excluding settlements and judgments, were $196,263 and $186,761 for the nine months ended September 30, 2019 and 2018, respectively. The increased expenses were associated with increased expenses in Douglas Elliman’s brokerage administrative expenses.

Real Estate operating income. The Real Estate segment had operating income of $4,672 and $6,222 for the nine months ended September 30, 2019 and 2018, a decline of $1,550. Real Estate operating income for the nine months ended September 30, 2018 included $2,469 litigation settlement and judgment income. The remaining difference of $919 was the result of the increase in Douglas Elliman’s gross profit offset by the increase in operating, selling, general and administrative expenses.

Corporate and Other.

Corporate and Other loss. The operating loss at the Corporate and Other segment was $20,712 for the nine months ended September 30, 2019 compared to $19,444 for the same period in 2018 and was due primarily to increased administrative costs.

68

Summary of Real Estate Investments

We own and seek to acquire investment interests in various domestic and international real estate projects through debt and equity investments. Our real estate investments primarily include the following projects as of September 30, 2019:

	(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 September 30, 2019		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	%	$	17,960		$	—		$	17,960	$	—	TBD		N/A		1	R	N/A	N/A
Escena, net	Master planned community, golf course, restaurant and shop in Palm Springs, CA	March 2008	100	%	2,363			7,686			10,049		—		450	Acres	—		667 450	R Lots H	N/A	N/A
Investments in real estate, net					$	20,323		$	7,686		$	28,009	$	—
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	%	(4,855		)	4,855			—		—		90,000	SF	—		29	R	June 2012	Completed
11 Beach Street	TriBeCa, Manhattan, NY	June 2012	49.5	%	4,790			6,897			11,687		—		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	%	10,468			2,837			13,305		—		330,000	SF	1,700	SF	157	R	September 2014	Completed
160 Leroy Street (3)	West Greenwich Village, Manhattan, NY	March 2013	3.1	%	(626		)	1,602			976		—		130,000	SF	—		57	R	Fall 2015	Completed
The Dutch (25-19 43rd Avenue)	Long Island City, NY	May 2014	9.9	%	(1,108		)	1,385			277				65,000	SF	—		86	R	September 2014	Completed
87 Park (8701 Collins Avenue)	Miami Beach, FL	December 2013	15.0	%	18,352			5,093			23,445		—		160,000	SF	TBD		70	R	October 2015	December 2019
125 Greenwich Street (3)	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	%	(1,552		)	7,692			6,140		—		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			7,582			24,582		—		630,000	SF	85,000	SF	236 137	R H	September 2016	June 2020
Monad Terrace	Miami Beach, FL	May 2015	17.1	%	7,635			(3,129		)	4,506		—		160,000	SF	—		59	R	May 2016	June 2020
Takanasee (805 Ocean Ave)	Long Branch, NJ	December 2015	22.8	%	6,144			963			7,107		—		63,000	SF	—		13	R	June 2017	TBD
Brookland (15 East 19th St)	Brooklyn, NY	April 2017	9.8	%	402			102			504		—		24,000	SF	—		33	R	August 2017	Completed
Dime (209 Havemeyer St)	Brooklyn, NY	November 2017	19.8	%	8,650			1,883			10,533		—		100,000	SF	150,000	SF	177	R	May 2017	March 2020
352 6th Avenue	Brooklyn, NY	February 2019	37.0	%	500			29			529		—		5,200	SF	—		4	R	September 2019	September 2020
Meatpacking Plaza	Meatpacking District, NY	April 2019	17.0	%	10,018			469			10,487		—		TBD	—	TBD	—	TBD	—	TBD	TBD
9 DeKalb	Brooklyn, NY	April 2019	5.5	%	5,000			234			5,234		—		450,000	SF	120,000	SF	540	R	March 2019	March 2022
The Park on Fifth (500 Alton Rd)	Miami Beach, FL	September 2019	38.9	%	14,000			—			14,000		—		TBD	—	TBD	—	TBD	—	TBD	TBD
Condominium and Mixed Use Development					$	51,312		$	82,000		$	133,312	$	—
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		$	(6,169	)	$	2,513	$	—	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			(3,643		)	2,405		—		52	Acres	—		101	H	N/A	N/A
Hotels					$	10,179		$	(5,261	)	$	4,918	$	—
The Plaza at Harmon Meadow	Secaucus, NJ	March 2015	49.0	%	$	4,804		$	(2,836	)	$	1,968	$	—	—	—	219,000	SF	—	—	N/A	N /A
Wynn Las Vegas Retail	Las Vegas, NV	December 2016	1.6	%	4,940			2,528			7,468		—		—	—	160,000	SF	—	—	N/A	N/A
Commercial					$	9,744		$	(308	)	$	9,436	$	—
Witkoff GP Partners (4)	Multiple	March 2017	15.0	%	$	10,972		$	(845	)	$	10,127	$	5,226	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	%	(426		)	426			—		9,106		N/A		N/A		N/A		N/A	N/A
Diverse Real Estate Portfolio					$	(3,860	)	$	13,987		$	10,127	$	14,332
Investments in real estate ventures					$	66,400		$	91,393		$	157,793	$	14,332
Total Carrying Value					$	86,723		$	99,079		$	185,802
(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) Carrying value as of September 30, 2019, includes non-controlling interest of $488 and $0 respectively.
(4) The Witkoff GP Partners venture includes a $2,869 investment in 500 Broadway and a $7,258 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

69

Other investments in real estate ventures relate primarily to an investment in an insurance brokerage company owned by Douglas Elliman with a carrying value of $1,776 as of September 30, 2019. New Valley capitalizes net interest expense into the carrying value of its ventures whose projects were under development. Net capitalized interest costs included in Carrying Value as of September 30, 2019 were $21,297. This amount is included in the “Cumulative Earnings (Losses)” column in the table above. During the nine months ended September 30, 2019, New Valley capitalized $4,706 of interest costs and utilized (reversed) $(7,194) of previously capitalized interest in connection with the recognition of equity in earnings, gains and liquidations from various ventures.

70

Liquidity and Capital Resources

Cash, cash equivalents and restricted cash declined by $264,311 for the nine months ended September 30, 2019 and increased by $59,992 for the nine months ended September 30, 2018.

Cash provided from operations was $195,349 and $209,808 for the nine months ended September 30, 2019 and 2018, respectively. The decline primarily related to lower distributions from real estate ventures in the 2019 period, increased payments of the MSA liability balances in the tobacco segment in the 2019 period compared to the 2018 period related to tax planning strategies in December 2017, increased inventory and increased tax payments in the 2019 period. This was offset by increases in operating income in the 2019 period.

Cash used in investing activities was $32,103 for the nine months ended September 30, 2019 and cash provided by investing activities was $27,362 for the nine months ended September 30, 2018. In the first nine months of 2019, cash used in investing activities was for the purchase of investment securities of $76,094, investments in real estate ventures of $36,269, capital expenditures of $10,158, investments in real estate, net of $1,910, an increase in cash surrender value of corporate-owned life insurance policies of $773, purchase of a long-term investments of $1,000, and purchase of subsidiaries of $323. This was offset by the sale of investment securities of $16,186, pay downs of investment securities of $828, maturities of investment securities of $45,798, distributions from investments in real estate ventures of $30,934, a decrease in restricted assets of $661, and proceeds from the sale of fixed assets of $17. In the first nine months of 2018, cash provided by investing activities was from the sale of investment securities of $14,895, pay downs of investment securities of $1,293, maturities of investment securities of $16,899, distributions from investments in real estate ventures of $37,819, repayments of notes receivable of $67, and a decrease in restricted assets of $254. This was offset by the purchase of investment securities of $22,516, investments in real estate ventures of $6,132, capital expenditures of $12,546, investments in real estate, net of $1,495, an increase in cash surrender value of corporate-owned life insurance policies of $806, and purchase of subsidiaries of $370.

Cash used in financing activities was $427,557 and $177,178 for the nine months ended September 30, 2019 and 2018, respectively. In the first nine months of 2019, cash was used for the dividends and distributions on common stock of $179,449, repayments of debt of $230,874, distributions to non-controlling interest of $285, deferred financing charges of $36, net repayments of debt under the revolver of $16,867 and other of $46. In the first nine months of 2018, cash was used for the dividends and distributions on common stock of $169,571, repayments of debt of $1,490, net repayments of debt under the revolver of $3,596 and distributions to non-controlling interest of $2,521.

For the years ended December 31, 2018, 2017 and 2016, cash payments of dividends and distributions on common stock exceeded cash from operations by $43,533, $79,902 and $101,311, respectively. The terms of our 10.5% Senior Notes due 2026 contain covenants that place significant limitations on our ability to pay dividends and distributions in the future. See “10.5% Senior Notes due 2026” below. For the next twelve months beginning September 30, 2019, we have significant liquidity commitments at the corporate level (not including our tobacco and real estate operations) that require the use of existing cash resources. These include repayment of the $232,000 of principal outstanding on our convertible notes due April 2020 (assuming they do not convert into shares of our common stock) and cash interest expense of approximately $102,100, which includes $34,125 from our 10.5% Senior Notes due 2026 that were issued in November 2018, and other corporate expenses and taxes. In addition, the board continues to evaluate our dividend policy on a quarterly basis. Based on the announced $0.40 per share 2019 fourth quarter dividend and the anticipated $0.20 per share dividends for each of the first three quarters of 2020, and assuming 154,071,547 shares outstanding (147,790,061 shares outstanding as of September 30, 2019 and 6,281,486 employee stock options with dividend equivalent rights), payment of our quarterly dividend would require cash payments of approximately $156,600 over the next twelve months.

In order to meet these liquidity requirements as well as other liquidity needs in the normal course of business, we have in the past used cash flows from operations as well as existing cash and cash equivalents, which have, in the past, been generated from operations, monetization of investments and proceeds from debt issuances. Should these resources be insufficient to meet upcoming liquidity needs, we may also liquidate investment securities and other long-term investments, or, if available, draw on Liggett’s credit facility. While there are actions we can take to reduce our liquidity needs, there can be no assurance that such measures will be successful. As of September 30, 2019, we had cash and cash equivalents of $319,298 (including $78,627 of cash at Douglas Elliman and $108,500 of cash at Liggett), investment securities, which were carried at $140,690 (see Note 5 to condensed consolidated financial statements), and long-term investments, which were carried at $66,915 (and, based on market prices as of September 30, 2019, had a fair value of $119,166 (see Note 6 to condensed consolidated financial statements)). As of September 30, 2019, our investments in real estate ventures were carried at $159,569 and our investments in real estate, net were carried at $28,009.

71

Corporate Impact of the Tax Act. The Tax Act limits our interest expense deduction to 30% of taxable income before interest, depreciation and amortization from 2018 to 2021 and then taxable income before interest thereafter for non-excepted trade or businesses. One such excepted trade or business is any electing real property trade or business, which portions of our real estate segment qualify. Interest expense allocable to an excepted trade or business is not subject to limitation. The Tax Act permits us to carry forward disallowed interest expense indefinitely. Due to our high degree of leverage, a portion of our interest expense in future years may not be deductible, which would increase the after-tax cost of any new debt financings as well as the refinancing of our existing debt. Consequently, as part of our annual effective tax rate, we may establish an interest expense carryforward deferred tax asset and corresponding valuation allowance for any disallowed interest expense. Upon analysis of the authoritative guidance released on this matter, we currently estimate that our interest expense will be fully deductible in 2019. We continue to analyze the impact of any nondeductible interest on our operations and capital structure.

Tobacco Litigation. As of September 30, 2019, verdicts have been entered in 16 Engle progeny cases against Liggett. Several were overturned on appeal and new trials were ordered. Liggett has paid $39,773, including interest and attorney’s fees, to satisfy the judgments entered against it. It is possible that additional cases could be decided unfavorably.

Notwithstanding the comprehensive nature of the Engle Progeny Settlements, approximately 60 plaintiffs’ claims remain outstanding. Therefore, we and Liggett may still be subject to periodic adverse judgments which could have a material adverse effect on our consolidated financial position, results of operations and cash flows.

Management cannot predict the cash requirements related to any future settlements or judgments, including cash required to bond any appeals, and there is a risk that those requirements will not be able to be met. Management is unable to make a reasonable estimate of the amount or range of loss that could result from an unfavorable outcome of the cases pending against Liggett or the costs of defending such cases. It is possible that our consolidated financial position, results of operations or cash flows could be materially adversely affected by an unfavorable outcome in any such tobacco-related litigation.

Vector.

6.125% Senior Secured Notes due 2025. In January 2017, we issued $850,000 of our 6.125% Senior Secured Notes due 2025 (“6.125% Senior Secured Notes”). The indenture governing our 6.125% Senior Secured Notes (the “2025 Indenture”) contains covenants that restrict the payment of dividends if our consolidated earnings before interest, taxes, depreciation and amortization (“Consolidated EBITDA”), as defined in the 2025 Indenture, for the most recently ended four full quarters is less than $75,000. The 2025 Indenture also restricts the incurrence of debt if our Leverage Ratio and our Secured Leverage Ratio, as defined in the 2025 Indenture, exceed 3.0 and 1.5, respectively. Our Leverage Ratio is defined in the 2025 Indenture as the ratio of our guaranteeing subsidiaries’ total debt less the fair market value of our cash, investment securities and long-term investments to Consolidated EBITDA, as defined in the 2025 Indenture. Our Secured Leverage Ratio is defined in the 2025 Indenture in the same manner as the Leverage Ratio, except that secured indebtedness is substituted for indebtedness. The following table summarizes the requirements of these financial covenants and the results of the calculation, as defined in the 2025 Indenture.

	Indenture	September 30, 2019
Covenant	Requirement
Consolidated EBITDA, as defined	$75,000	$314,943
Leverage ratio, as defined	<3.0 to 1	2.80 to 1
Secured leverage ratio, as defined	<1.5 to 1	1.11 to 1

As of September 30, 2019 and December 31, 2018, we were in compliance with all debt covenants related to the 2025 Indenture.

10.5% Senior Notes due 2026. On November 2, 2018, we issued $325,000 of our 10.5% Senior Notes due 2026. The aggregate net proceeds from the sale of the 10.5% Senior Notes were approximately $315,000 after deducting underwriting discounts, commissions, fees and offering expenses. We used some of the net cash proceeds from the issuance of our 10.5% Senior Notes to retire the principal amount, plus accrued and unpaid interest on, our outstanding 7.5% Variable Interest Senior Convertible Notes in January 2019, and may use the remaining proceeds for general corporate purposes (including to redeem, repurchase, repay or otherwise retire the principal amount, plus accrued and unpaid interest on, our outstanding 5.5% Variable Interest Senior Convertible Notes due 2020, at, or prior to, their maturity).

The 10.5% Senior Notes bear interest at a rate of 10.5% per year, payable semi-annually on May 1 and November 1 of each year, beginning on May 1, 2019, and mature on November 1, 2026. We may redeem some or all of the 10.5% Senior Notes at any time prior to November 1, 2021 at a make-whole redemption price. On or after November 1, 2021, we may redeem some or all of the 10.5% Senior Notes at redemption prices set forth in the indenture, plus accrued and unpaid interest, if any, to the redemption date. In addition, any time prior to November 1, 2021, we may redeem up to 40% of the aggregate outstanding amount of the 10.5% Senior Notes with the net proceeds of certain equity offerings at 110.5% of the aggregate principal amount of the 10.5% Senior Notes, plus accrued and unpaid interest, if any, to the redemption date, if at least 60% of the aggregate principal amount

72

of the 10.5% Senior Notes originally issued remains outstanding after such redemption, and the redemption occurs within 90 days of the closing of such equity offering. In the event of a change of control, as defined in the indenture, each holder of the 10.5% Senior Notes will have the right to require us to make an offer to repurchase some or all of our 10.5% Senior Notes at a repurchase price equal to 101% of the aggregate principal amount of the 10.5% Senior Notes plus accrued and unpaid interest to the date of purchase. If we sell certain assets and do not apply the proceeds as required pursuant to the indenture, we must offer to repurchase the 10.5% Senior Notes at the prices listed in the indenture.

The 10.5% Senior Notes are guaranteed subject to certain customary automatic release provisions on a joint and several basis by all of our wholly-owned domestic subsidiaries that are engaged in the conduct of our cigarette businesses, and by DER Holdings LLC, through which we indirectly own a 100% interest in Douglas Elliman as of December 31, 2018. DER Holdings LLC does not guarantee our 6.125% Senior Secured Notes.

The indenture governing our 10.5% Senior Notes due 2026 (the “2026 Indenture”) restricts our ability to pay dividends and make certain other distributions subject to certain exceptions, including exceptions for (1) dividends and other distributions in an amount up to 50% of our consolidated net income, plus certain specified proceeds received us, if no event of default has occurred, and we are in compliance with a Fixed Charge Coverage Ratio (as defined in the 2026 Indenture) of at least 2.0x, and (2) dividends and other distributions in an unlimited amount, if no event of default has occurred and we are in compliance with a Net Leverage Ratio (as defined in the 2026 Indenture) no greater than 4.0x. As a result, absent an event of default, we can pay dividends if the Net Leverage ratio is below 4.0x, regardless of the value of the Fixed Charge Coverage Ratio at the time. The 2026 Indenture also restricts our ability to incur debt if our Fixed Charge Coverage Ratio is less than 2.0x, and restricts our ability to secure debt other than secured debt incurred pursuant to a Secured Leverage Ratio no greater than 3.75x, unless the 10.5% Senior Notes are secured on an equal and ratable basis. In addition, the 2026 Indenture restricts our ability to spin-off or transfer New Valley and its subsidiaries as a whole, or DER Holdings LLC and its subsidiaries (including Douglas Elliman) as a whole, unless (1) such spin-off or transfer complies with the covenants restricting mergers and asset sales, or (2) our Net Leverage Ratio is no greater than 4.0x. Our Fixed Charge Coverage Ratio is defined in the 2026 Indenture as the ratio of our Consolidated EBITDA to our Fixed Charges (each as defined in the 2026 Indenture). Our Net Leverage Ratio is defined in the 2026 Indenture as the ratio of our and our guaranteeing subsidiaries’ total debt less our cash, cash equivalents, and the fair market value of our investment securities, long-term investments, investments in real estate, net, and investments in real estate ventures, to Consolidated EBITDA, as defined in the 2026 Indenture. Our Secured Leverage Ratio is defined in the 2026 Indenture as the ratio of our and our guaranteeing subsidiaries’ total secured debt, to Consolidated EBITDA, as defined in the 2026 Indenture.

Covenant	Indenture Requirement	September 30, 2019
Consolidated EBITDA, as defined	N/A	$265,039
Fixed charge coverage ratio, as defined	>2.0 to 1	2.51 to 1
Net leverage ratio, as defined	<4.0 to 1	2.44 to 1
Secured leverage ratio, as defined	<3.75 to 1	0.42 to 1

As of September 30, 2019 and December 31, 2018, we were in compliance with all of the debt covenants governing our 10.5% Senior Notes.

Liggett Credit Facility and Liggett Term Loan Under Credit Facility. As of September 30, 2019, $13,923 was outstanding under the revolving and term loan portions of the credit facility, all of which was classified as current liabilities. Availability as determined under the Credit Facility was $45,234 based on eligible collateral at September 30, 2019. At September 30, 2019, management believed that Liggett was in compliance with all covenants under the credit facility; Liggett’s EBITDA, as defined, were $242,062 for the last twelve months ended September 30, 2019.

On October 31, 2019, our applicable subsidiaries amended the credit facility to, among other things, (i) extend its maturity to January 31, 2025, (ii) update the borrowing base, and (iii) reflect the repayment in full of the term loan facility. Accordingly, the term loan portion of the credit facility no longer exists. As of November 1, 2019, $60,000 was available for borrowing under the Credit Agreement.

Anticipated Liquidity Obligations. We and our subsidiaries have significant indebtedness and debt service obligations. As of September 30, 2019, we and our subsidiaries had total outstanding indebtedness of $1,451,600, of which $232,000 of our 5.5% variable interest senior convertible notes mature in 2020, $850,000 of our 6.125% Senior Secured Notes mature in 2025, and $325,000 of our 10.5% Senior Notes mature in 2026. There is a risk that we will not be able to generate sufficient funds to repay our debt. If we cannot service our fixed charges, it would have a material adverse effect on our business and results of operations.

73

Our 7.5% convertible notes matured on January 15, 2019 and we used the proceeds of the offering of our 10.5% Senior Notes to pay $230,000 of principal and $8,102 of accrued interest on the maturity date. We may utilize the remaining proceeds from the offering of our 10.5% Senior Notes that were not applied to the repayment of our 7.5% convertible notes to repay, repurchase, retire or redeem our 5.5% variable interest senior convertible notes due April 2020 at or prior to the maturity of these convertible notes or for general corporate purposes, including to pursue business opportunities. We will otherwise need to use our liquidity resources to repay the $232,000 of principal outstanding on these notes when they mature in April 2020, either through use of current liquidity on hand or through external financings.

We believe that our cigarette and real estate operations are positive cash-flow-generating units and will continue to be able to sustain their operations without any significant liquidity concerns.

In order to meet the above liquidity requirements as well as other anticipated liquidity needs in the normal course of business, we had cash and cash equivalents of approximately $319,300, investment securities at fair value of approximately $140,700, long-term investments with an estimated value of approximately $119,200, and availability under Liggett’s credit facility of approximately $45,200 at September 30, 2019. Management currently anticipates that these amounts, as well as expected cash flows from our operations, proceeds from public and/or private debt and equity financing, management fees and other payments from subsidiaries should be sufficient to meet our liquidity needs over the next 12 months. We may acquire or seek to acquire additional operating businesses through merger, purchase of assets, stock acquisition or other means, or to make other investments, which may limit our liquidity otherwise available.

On a quarterly basis, we evaluate our debt securities available for sale and equity securities without readily determinable fair values that do not qualify for the NAV practical expedient to determine whether an impairment has occurred. If so, we also make a determination if such impairment is considered temporary or other-than-temporary. We believe that the assessment of temporary or other-than-temporary impairment is facts-and-circumstances driven. The impairment indicators that are taken into consideration as part of our analysis include (a) a significant deterioration in the earnings performance, credit rating, asset quality, or business prospects of the investee, (b) a significant adverse change in the regulatory, economic, or technological environment of the investee, (c) a significant adverse change in the general market condition of either the geographical area or the industry in which the investee operates, and (d) factors that raise significant concerns about the investee’s ability to continue as a going concern, such as negative cash flows from operations, working capital deficiencies, or noncompliance with statutory capital requirements or debt covenants.

Market Risk

We are exposed to market risks principally from fluctuations in interest rates, foreign currency exchange rates and equity prices. We seek to minimize these risks through our regular operating and financing activities and our long-term investment strategy. Our market risk management procedures cover all market risk sensitive financial instruments.

As of September 30, 2019, approximately $13,900 of our outstanding debt at face value had variable interest rates determined by various interest rate indices, which increases the risk of fluctuating interest rates. Our exposure to market risk includes interest rate fluctuations in connection with our variable rate borrowings, which could adversely affect our cash flows. As of September 30, 2019, we had no interest rate caps or swaps. Based on a hypothetical 100 basis point increase or decrease in interest rates (1%), our annual interest expense could increase or decrease by approximately $139.

In addition, as of September 30, 2019, $218,893 ($232,000 principal amount) of outstanding debt had a variable interest rate determined by the amount of the dividends on our common stock. The difference between the stated value of the debt and carrying value is due principally to certain embedded derivatives, which were separately valued and recorded upon issuance, and debt issuance costs. Changes to the estimated fair value of these embedded derivatives are reflected within our statements of operations as “Change in fair value of derivatives embedded within convertible debt.” The value of the embedded derivative is contingent on changes in interest rates of debt instruments maturing over the duration of the convertible debt as well as projections of future cash and stock dividends over the term of the debt and changes in the closing stock price at the end of each quarterly period. Based on a hypothetical 100 basis point increase or decrease in interest rates (1%), our annual “Change in fair value of derivatives embedded within convertible debt” could increase or decrease by approximately $26 resulting from the embedded derivative associated with our 5.5% variable interest senior convertible debentures due 2020. An increase in our quarterly dividend rate by $0.10 per share would increase interest expense by approximately $2,700 per year.

We have estimated the fair market value of the embedded derivatives based principally on the results of a valuation model. The value of the embedded derivatives is contingent on changes in interest rates of debt instruments maturing over the duration of the convertible debt, our stock price as well as projections of future cash and stock dividends over the term of the debt. The interest rate component of the value of the embedded derivative is computed by calculating an equivalent non-convertible, unsecured and subordinated borrowing cost. This rate is determined by calculating the implied rate on our 5.5% Convertible Notes when removing the embedded option value within the convertible security. This rate is based upon market observable inputs and influenced by our stock price, convertible bond trading price, risk-free interest rates and stock volatility. The range of estimated fair market values of our embedded derivatives was between $11,132 and $11,080. We recorded the fair market value of our embedded

74

derivatives at the approximate midpoint of the range at $11,105 as of September 30, 2019. The estimated fair market value of our embedded derivatives could change significantly based on future market conditions.

We held debt securities available for sale totaling $94,567 as of September 30, 2019. See Note 5 to our condensed consolidated financial statements. Adverse market conditions could have a significant effect on the value of these investments.

Equity Security Price Risk

As of September 30, 2019, we held various investments in equity securities with a total fair value of $98,507, of which $46,123 represents equity securities at fair value and $52,384 represents equity securities that qualify for the NAV practical expedient. The latter securities represent long-term investments in various investment partnerships. These investments are illiquid and their ultimate realization is subject to the performance of the underlying entities. See Note 5 and 6 to our condensed consolidated financial statements, respectively, for more details on equity securities at fair value and equity securities that qualify for the NAV practical expedient. The impact to our condensed consolidated statement of operations related to equity securities fluctuates based on changes in their fair value.

We record changes in the fair value of equity securities in net income. To the extent that we continue to hold equity securities, our operating results may fluctuate significantly. Based on our equity securities held as of September 30, 2019, a hypothetical decrease of 10% in the price of these equity securities would reduce the fair value of the investments and, accordingly, our net income by approximately $9,851.

New Accounting Pronouncements

Refer to Note 1, Summary of Significant Accounting Policies, to our financial statements for further information on New Accounting Pronouncements.

Legislation and Regulation

There are no material changes from the Legislation and Regulation section set forth in Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations,” of our Annual Report on Form 10-K for the year ended December 31, 2018, except as follows. The following paragraph of “Item. 1. Business--Legislation and Regulation-Advertising and Warnings on Packaging” from our Annual Report on Form 10-K, which is referenced therein, is amended and restated in its entirety:  

On August 16, 2019, FDA issued a proposed rule that would modify the required warnings that appear on cigarette packages and advertisements. This rule would require each cigarette package and advertisement to bear one of twelve textual warning statements accompanied by one of thirteen corresponding graphic images covering 50% of the area of the front and rear panels of cigarette packages and at least 20% of the area at the top of cigarette advertisements. Proposed rotation requirements would address the distribution of warning statements among brands. In response to a lawsuit filed by public health groups, the District Court for the District of Massachusetts has ordered FDA to issue a final rule by March 15, 2020. The effective date would be 15 months after issuance of the final rule, unless delayed by legal action. We cannot predict whether a court would determine that some or all of the proposed textual and/or graphic warnings, or proposed prominence of the warnings, violate the First Amendment, Administrative Procedure Act, or other legal requirements, or what the impact of such a court ruling would have on the compliance timeline or requirements imposed on industry. We also cannot predict how the inclusion of new warnings and rotation requirements would impact production costs or product sales, or whether it would have a material adverse effect on us.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

In addition to historical information, this report contains “forward-looking statements” within the meaning of the federal securities law. Forward-looking statements include information relating to our intent, belief or current expectations, primarily with respect to, but not limited to:

• economic outlook,

• capital expenditures,

• cost reduction,

• legislation and regulations,

• cash flows,

75

• operating performance,

• litigation, and

• related industry developments (including trends affecting our business, financial condition and results of operations).

We identify forward-looking statements in this report by using words or phrases such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may be,” “objective,” “plan,” “seek,” “predict,” “project” and “will be” and similar words or phrases or their negatives.

The forward-looking information involves important risks and uncertainties that could cause our actual results, performance or achievements to differ materially from our anticipated results, performance or achievements expressed or implied by the forward-looking statements. Factors that could cause actual results to differ materially from those suggested by the forward-looking statements include, without limitation, the following:

• general economic and market conditions and any changes therein, due to acts of war and terrorism or otherwise,

• governmental regulations and policies,

• 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.

Further information on the risks and uncertainties to our business include the risk factors discussed above in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and under Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2018 filed with the Securities and Exchange Commission.

Although we believe the expectations reflected in these forward-looking statements are based on reasonable assumptions, there is a risk that these expectations will not be attained and that any deviations will be material. The forward-looking statements speak only as of the date they are made.

ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Market Risk” is incorporated herein by reference.

ITEM 4.    CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we have evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report, and, based on their evaluation, our principal executive officer and principal financial officer have concluded that these controls and procedures are effective.

There have not been any changes in our internal control over financial reporting that occurred during the third quarter of 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. We implemented internal controls to ensure we adequately evaluated our contracts and properly assessed the impact of the new accounting standard related to revenue recognition. There were no significant changes to our internal control over financial reporting due to the adoption of the new standard.

76

PART II

OTHER INFORMATION

Item 1.     Legal Proceedings

Reference is made to Note 9, incorporated herein by reference, to our condensed consolidated financial statements included elsewhere in this report which contains a general description of certain legal proceedings to which our company, or its subsidiaries are a party and certain related matters. Reference is also made to Exhibit 99.1 for additional information regarding the pending smoking-related legal proceedings to which Liggett or us is a party. A copy of Exhibit 99.1 will be furnished without charge upon written request to us at our principal executive offices, 4400 Biscayne Boulevard, 10th Floor, Miami, Florida 33137, Attn. Investor Relations.

Item 1A. Risk Factors

There are no material changes from the risk factors set forth in Item 1A, “Risk Factors,” of our Annual Report on 10-K for the year ended December 31, 2018, except as set forth below:

We have significant liquidity commitments.

We have significant liquidity commitments that will require the use of our existing cash resources. As of September 30, 2019, our corporate expenditures (exclusive of Liggett, Vector Tobacco and New Valley) and other potential liquidity requirements over the next 12 months include the following:

• repayment of $232.0 million of our 5.5% Variable Interest Senior Notes due 2020 by April 2020;

• cash interest expense of approximately $102.1 million,

• dividends on our outstanding common shares of approximately $156.6 million based on the announced $0.40 per share 2019 fourth quarter dividend and the anticipated $0.20 per share dividends for each of the first three quarters of 2020, and assuming 154,071,547 shares outstanding (147,790,061 shares outstanding as of September 30, 2019 and 6,281,486 employee stock options with dividend equivalent rights), and

• other corporate expenses and taxes.

In order to meet the above liquidity requirements as well as other liquidity needs in the normal course of business, we will be required to use cash flows from operations and existing cash and cash equivalents. Should these resources be insufficient to meet the upcoming liquidity needs, we may also be required to liquidate investment securities available for sale and other long-term investments, or, if available, draw on Liggett’s credit facility. While there are actions we can take to reduce our liquidity needs, there can be no assurance that such measures will be successful.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

No equity securities of ours which were not registered under the Securities Act have been issued or sold by us during the three months ended September 30, 2019 except for approximately 7,037,087 shares of common stock issued as a stock dividend on September 27, 2019.

Issuer Purchase of Equity Securities

Our purchase of our common stock during the three months ended September 30, 2019 were as follows:

77

Period	Total Number of Shares Purchased	Average Price Paid per Share			Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
July 1 to July 31, 2019	200,926	$	9.73	(1)	—	—
August 1 to August 31, 2019	—	—			—	—
September 1 to September 30, 2019	—	—			—	—
Total	200,926	$	9.73		—	—

⁽¹⁾ Delivery of shares to us in payment of tax withholding in connection with an employee’s vesting in restricted stock. The shares were immediately canceled.

78

Item 6.    Exhibits:

31.1	Certification of Chief Executive Officer, Pursuant to Exchange Act Rule 13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer, Pursuant to Exchange Act Rule 13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer, Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Chief Financial Officer, Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.1	Material Legal Proceedings.
101.INS	XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH	Inline XBRL Taxonomy Extension Schema
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase
104	Cover Page Interactive Data File (the cover page tabs are embedded within the Inline XBRL document).

* Incorporated by reference

79

SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

		VECTOR GROUP LTD.
		(Registrant)
		By: /s/ J. Bryant Kirkland III
		J. Bryant Kirkland III
		Senior Vice President, Treasurer and
		Chief Financial Officer
Date:	November 7, 2019

80

EX-31.1

EXHIBIT 31.1

RULE 13a-14(a) CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Howard M. Lorber, certify that:

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.

Date: November 7, 2019

/s/ Howard M. Lorber

Howard M. Lorber

President and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

RULE 13a-14(a) CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, J. Bryant Kirkland III, certify that:

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.

Date: November 7, 2019

/s/ J. Bryant Kirkland III

J. Bryant Kirkland III

Senior Vice President, Treasurer and Chief Financial Officer

EX-32.1

EXHIBIT 32.1

SECTION 1350 CERTIFICATION OF CHIEF EXECUTIVE OFFICER

In connection with the Quarterly Report of Vector Group Ltd. (the “Company”) on Form 10-Q for the quarter ended September 30, 2019 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Howard M. Lorber, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

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.

November 7, 2019

/s/ Howard M. Lorber

Howard M. Lorber

President and Chief Executive Officer

EX-32.2

EXHIBIT 32.2

SECTION 1350 CERTIFICATION OF CHIEF FINANCIAL OFFICER

In connection with the Quarterly Report of Vector Group Ltd. (the “Company”) on Form 10-Q for the quarter ended September 30, 2019 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, J. Bryant Kirkland III, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

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.

November 7, 2019

/s/ J. Bryant Kirkland III

J. Bryant Kirkland III

Senior Vice President, Treasurer and Chief Financial Officer

EX-99.1

Exhibit 99.1

I. INDIVIDUAL CASES

A. Engle Progeny Cases.

Pursuant to the Florida Supreme Court’s ruling in Engle v. Liggett Group Inc., which decertified the Engle class on a prospective basis, former class members had until January 2008 to file individual lawsuits. Lawsuits by individuals requesting the benefit of the Engle ruling are referred to as the “Engle progeny” cases. Liggett has resolved the claims of all but 60 Engle progeny plaintiffs. For more information on the Engle case and on the settlement, see “Note 9. Contingencies.”

(i) Engle Progeny Cases with trial dates through September 30, 2020.

Brown v. R. J. Reynolds Tobacco Company,et al., Case No. 2007-CA-003792, Circuit Court of the 5^th Judicial Circuit, Marion County (case filed 12/10/07).  One individual suing. The case is set for trial starting 03/09/20.

Cohn,et al.v. R.J. Reynolds Tobacco Company,et al., Case No. 08-CA-00909, Circuit Court of the 17^th Judicial Circuit, Broward County (case filed 01/08/08).  Two individuals suing as personal representatives of the estate and survivors of a deceased smoker.  The case is set for trial during the trial period starting 04/13/20.

Marsh v. R.J. Reynolds Tobacco Company, et al., Case No. 12-26323, Circuit Court of the 11^th Judicial Circuit, Miami-Dade County (case filed  07/06/12).  One individual suing as personal representative of the estate and survivors of a deceased smoker.  The case is special set for trial starting 05/12/20.

(ii) Post-Trial Engle Progeny Cases.

Santoro v. R.J. Reynolds,et al., Case No. 08-025807, Circuit Court of the 17^th Judicial Circuit, Broward County (case filed 06/05/08). This wrongful death action proceeded to jury trial in March 2017. On March 29, 2017, the jury returned a verdict in favor of the plaintiff and awarded compensatory damages in the amount of $1,605,000. The jury apportioned fault as follows: Decedent - 36%, Philip Morris - 28%, R.J. Reynolds - 26% and Liggett - 10% ($160,500). In April 2017, a joint and several judgment was entered against defendants for $1,027,200 for compensatory damages as well as $15,000 in punitive damages against Liggett. Defendants filed post-trial motions seeking dismissal of all claims. In December 2017, the court granted the motion to set aside the verdict as to all claims other than conspiracy. Defendants moved for rehearing with respect to that claim and plaintiff moved for entry of an amended final judgment to increase plaintiff’s recovery by the percentage of decedent’s fault in light of the Schoeff decision. The court denied defendants’ remaining post trial motions and the motion for rehearing and granted, in part, plaintiff’s motion to amend the final judgment. The parties agreed that the plaintiff is not entitled to punitive damages. A joint and several amended final judgment in the amount of $1,605,000 was entered in May 2018. Defendants appealed. Briefing is complete.

B. Other Individual Cases.

Florida

Baron,et al.v. Philip Morris USA Inc.et al., Case No. 17-CA-023133, Circuit Court of the 17^th Judicial Circuit, Broward County (case filed 12/21/17). Two individuals suing. The case is set for trial during the trial period starting 11/20.

Bennett,et al.v. Philip Morris USA Inc.et al., Case No. 17-CA-023046, Circuit Court of the 17^th Judicial Circuit, Broward County (case filed 12/20/17). Three individuals suing on behalf of the estate.

Broughton v. Liggett Group LLC,et al., Case No. 18-CA-007187, Circuit Court of the 13^th Judicial Circuit, Hillsborough County (case filed 07/25/18). One individual suing.

1

Bullock v. Reynolds Tobacco Company,et al., Case No. 2019-028814-CA-01, Circuit Court of the 11^th Judicial Circuit, Miami-Dade County (case filed 09/30/19). One individual suing.

Cole v. R.J. Reynolds Tobacco Company.et al., Case No. 19-000265, Circuit Court of the 6^th Judicial Circuit, Pinellas County (case filed 01/11/19). One individual suing.

Cowart v. Liggett Group Inc.,et al., Case No. 98-01483-CA, Circuit Court of the 4^th Judicial Circuit, Duval County (case filed 03/16/98). One individual suing. Liggett is the only defendant in this case. The case is dormant.

Cunningham v. R.J. Reynolds,et al., Case No. 562017-CA-000293, Circuit Court of the 19^th Judicial Circuit, St. Lucie County (case filed 02/20/17). One individual suing on behalf of the estate and survivors of a deceased smoker.

Cupp v. Philip Morris USA Inc., et al., Case No. 17-CA-020257, Circuit Court of the 17^th Judicial Circuit, Broward County (case filed 11/06/17). One individual suing.

DaSilva,et al.v. Philip Morris USA Inc.,et al., Case No. 17-CA-022955, Circuit Court of the 17^th Judicial Circuit, Broward County (case filed 12/19/17). Two individuals suing.

Davis v. R.J. Reynolds,et al., Case No. 2019-CA-001182AX, Circuit Court of the 12^th Judicial Circuit, Manatee County (case filed 03/19/19). One individual suing.

Feld v. Philip Morris USA Inc., et al., Case No. 17-CA-020119, Circuit Court of the 17^th Judicial Circuit, Broward County (case filed 11/03/17). One individual suing. The case is set for trial in 08/20.

Gonzalez v. Philip Morris USA Inc., et al., Case No. 1836558-CA-01, Circuit Court of the 11^th Judicial Circuit, Miami-Dade County (case filed 11/03/17). One individual suing.

Griffin v. R.J. Reynolds,et al., Case No. 2019-015066-CA-01,Circuit Court of the 11^th Judicial Circuit, Miami-Dade County (case filed 05/17/19). One individual suing.

Harcourt v. Philip Morris USA Inc., et al., Case No. 17-CA-0202979, Circuit Court of the 17^th Judicial Circuit, Broward County (case filed 11/07/17). One individual suing.

Lane,et al.v. Philip Morris USA Inc.,et al., Case No. 17-011591, Circuit Court of the 17^th Judicial Circuit, Broward County (case filed 06/16/17). Two individuals suing.

Mendez v. Philip Morris USA Inc.,et al., Case No. 82462185, Circuit Court of the 11^th Judicial Circuit, Miami-Dade County (case filed 12/21/18).  One individual suing.

Pagan v. Philip Morris USA Inc.,et al., Case No. 17-022217, Circuit Court of the 17^th Judicial Circuit, Broward County (case filed 12/08/17).  One individual suing.

Perez-Gell v. Philip Morris USA Inc.,et al., Case No. 2019-016287-CA-01, Circuit Court of the 11^th Judicial Circuit, Miami-Dade County (case filed 05/30/19).  One individual suing.

Principe v. Philip Morris USA Inc., et al., Case No. 17-CA-025772, Circuit Court of the 11^th Judicial Circuit, Miami-Dade County (case filed 11/06/17). One individual suing. The case is set for trial during the trial period of 01/06/20 - 01/24/20.

Royal v. Philip Morris USA Inc.,et al., Case No. 17-CA-020204, Circuit Court of the 17^th Judicial Circuit, Broward County (case filed 10/16/17). One individual suing.

Schnitzer v. Philip Morris USA Inc.,et al., Case No. 2018-026537-CA-01, Circuit Court of the 11^th Judicial Circuit, Miami-Dade County (case filed 08/06/18). One individual suing on behalf of the estate and survivors of deceased smoker.

2

Smith v. Philip Morris USA Inc.,et al., Case No. 17-026268, Circuit Court of the 11^th Judicial Circuit, Miami-Dade County (case filed 11/13/17). One individual suing.

Voglio v. R.J. Reynolds Tobacco Co.,et al., Case No. 2018-CA-000640-CAAXMX, Circuit Court of the 19^th Judicial Circuit, Martin County (case filed 08/29/18). One individual suing on behalf of the estate and survivors of a deceased smoker.

Whitehurst v. Philip Morris USA Inc.,et al., Case No. 2019-016282-CA-01, Circuit Court of the 11^th Judicial Circuit, Miami-Dade County (case filed 05/30/19). One individual suing.

Williams v. Philip Morris USA Inc.,et al., Case No. 17-CA-021672, Circuit Court of the 17^th Judicial Circuit, Broward County (case filed 11/30/17). One individual suing.

Illinois

Akers,et al. v. Philip Morris USA Inc.,et al., Case No. 2019-L-011779, Circuit Court of Cook County, Illinois (case filed 10/24/19). Two individuals suing.

Andersen v. Philip Morris USA Inc.,et al., Case No. 1:19-cv-05812, United States District Court, Northern District of Illinois (case filed 07/19/19).  One individual suing.

Bukowski v. Philip Morris USA, Inc.,et al, Case No. 2019-L-010529, Circuit Court of Cook County, Illinois (case filed 09/24/19). Two individuals suing.

Clay v. Philip Morris USA Inc.,et al., Case No. 1:18-cv-03549, United States District Court, Northern District of Illinois (case filed 04/16/18).  One individual suing.

Mitchell v. Philip Morris USA Inc.,et al., Case No. 2018-L-011336, Circuit Court of Cook County, Illinois (case filed 10/22/18). One individual suing.

Prescott v. Philip Morris USA Inc.,et al., Case No. 2018-L-003905, Circuit Court of Cook County, Illinois (case filed 04/17/18).  One individual suing on behalf of the estate of a deceased smoker.

Smith v. Philip Morris USA Inc.,et al., Case No. 2018-L-008907, Circuit Court of Cook County, Illinois (case filed 08/16/18).  One individual suing.  

Louisiana

Oser v. The American Tobacco Co.,et al., Case No. 97-9293, Circuit Court of the Civil District Court, Parish of Orleans (case filed 05/27/97). One individual suing. There has been no recent activity in this case.

Reese,et al.v. R. J. Reynolds,et al., Case No. 2003-12761, Circuit Court of the 22^nd Judicial District Court, St. Tammany Parish (case filed 06/10/03). Five individuals suing. There has been no recent activity in this case.

Nevada

Clark,et al. v. Philip Morris USA Inc.,et al., Case No. A19802987C, District Court, Clark County, Nevada, (case filed 10/04/19). Two individuals suing.

New York

Debobes v. The American Tobacco Company,et al., Case No. 29544/92, Supreme Court of New York, Nassau County (case filed 10/17/97). One individual suing. There has been no recent activity in this case.

3

Yedwabnick v. The American Tobacco Company,et al., Case No. 20525/97, Supreme Court of New York, Queens County (case filed 09/19/97). One individual suing. There has been no recent activity in this case.

Ohio

Croft,et al.v. Akron Gasket & Packing,et al., Case No. CV04541681, Court of Common Pleas, Cuyahoga County (case filed 08/25/05). Two individuals suing. There has been no recent activity in this case.

West Virginia

Brewer,et al.v. The American Tobacco Company,et al., Case No. 01-C-82, Circuit Court, Ohio County (case filed 03/20/01). Two individuals suing. There has been no recent activity in this case.

Little v. The American Tobacco Company,et al., Case No. 01-C-235, Circuit Court, Ohio County (case filed 06/04/01). One individual suing. There has been no recent activity in this case.

II.CLASS ACTION CASES

In Re: Tobacco Litigation (Personal Injury Cases), Case No. 00-C-5000, Circuit Court, West Virginia, Ohio County (case filed 01/18/00). Although not technically a class action, the court consolidated approximately 750 individual smoker actions that were pending prior to 2001 for trial of certain “common” issues. Liggett was severed from that trial. In May 2013, the jury rejected all but one of the plaintiffs’ claims against the non-Liggett defendants, finding in favor of plaintiffs on the claim that ventilated filter cigarettes between 1964 and July 1, 1969 should have included instructions on how to use them. In October 2013, the court entered judgment dismissing all claims against the non-Liggett defendants except the ventilated filter claim on behalf of 30 plaintiffs. Subsequently, those claims were settled by the non-Liggett defendants. In May 2016, the trial court ruled that the case could proceed against Liggett, notwithstanding the outcome of the first phase of the trial against the non-Liggett defendants. In June 2019, Liggett settled the litigation, subject to court approval. A hearing is scheduled in December 2019.

Parsons,et al.v. A C & S Inc.,et al., Case No. 00-C-7000, First Judicial Circuit, West Virginia, Ohio County (case filed 02/09/98). This purported class action is brought on behalf of plaintiff and all West Virginia residents who allegedly have claims arising from their exposure to cigarette smoke and asbestos fibers. The operative complaint seeks to recover unspecified compensatory and punitive damages on behalf of the putative class. The case is stayed as a result of the December 2000 bankruptcy petitions filed by three defendants (Nitral Liquidators, Inc., Desseaux Corporation of North America and Armstrong World Industries).

Young,et al.v. American Brands Inc.,et al., Case No. 97-19984cv, Civil District Court, Louisiana, Orleans Parish (case filed 11/12/97). This purported personal injury class action is brought on behalf of plaintiff and all similarly situated residents in Louisiana who, though not themselves cigarette smokers, were exposed to secondhand smoke from cigarettes that were manufactured by the defendants, including Liggett, and suffered injury as a result of that exposure. The plaintiffs seek an unspecified amount of compensatory and punitive damages. No class certification hearing has been held. In March 2016 the court entered an order staying the case, including all discovery, pending the completion of the smoking cessation program ordered by the court in Scott v. The American Tobacco Co.

III.HEALTH CARE COST RECOVERY ACTIONS

Crow Creek Sioux Tribe v. The American Tobacco Company,et al., Case No. cv-97-09-082, Tribal Court of the Crow Creek Sioux Tribe, South Dakota (case filed 09/26/97). The plaintiff seeks to recover actual and punitive damages, restitution, funding of a clinical cessation program, funding of a corrective public education program and disgorgement of unjust profits from alleged sales to minors. The case is dormant.

4

XML

Investment Securities At Fair Value (Gross Realized Gains and Losses on Available-for-Sale Securities) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Investments, Debt and Equity Securities [Abstract]
Gross realized gains on sales	$ 27	$ 1	$ 74	$ 3
Gross realized losses on sales	(2)	(5)	(7)	(20)
Net gains (losses) recognized on debt securities available for sale	25	(4)	67	(17)
Gross realized losses on other-than-temporary impairments	$ (6)	$ (161)	$ (11)	$ (972)

XML

New Valley LLC (Investment in Real Estate Ventures) (Details) $ in Thousands		3 Months Ended		9 Months Ended
	Nov. 01, 2019 USD ($)	Sep. 30, 2019 USD ($) venture	Sep. 30, 2018 USD ($)	Sep. 30, 2019 USD ($) venture	Sep. 30, 2018 USD ($)	Apr. 30, 2019 USD ($)	Feb. 28, 2019 USD ($)	Dec. 31, 2018 USD ($)
Schedule of Investments [Line Items]
Investments in real estate ventures		$ 159,569		$ 159,569				$ 141,105
Total contributions				36,269	$ 6,132
Distributions from real estate ventures				3,637	12,074
Distributions from investments in real estate ventures				30,934	37,819
Equity in earnings (losses) from real estate ventures		8,050	$ 294	12,002	(8,378)
Condominium and Mixed Use Development | All other U.S. areas
Schedule of Investments [Line Items]
Impairment of long-term investments			2,113		8,467
New Valley LLC
Schedule of Investments [Line Items]
Investments in real estate ventures		159,569		159,569				141,105
Total contributions				36,269	6,132
Distributions				34,571	49,893
Equity in earnings (losses) from real estate ventures		8,050	294	12,002	(8,378)
Total maximum exposure to loss		191,623		191,623
Interest costs capitalized		1,703	2,246	4,706	6,549
New Valley LLC | Variable Interest Entity, Not Primary Beneficiary | 352 6th Avenue LLC
Schedule of Investments [Line Items]
Range of ownership							37.00%
Investments in real estate ventures							$ 500
Total maximum exposure to loss		529		529
New Valley LLC | Variable Interest Entity, Not Primary Beneficiary | Meatpacking Plaza
Schedule of Investments [Line Items]
Range of ownership						17.00%
Investments in real estate ventures						$ 10,018
Total maximum exposure to loss		10,487		10,487
New Valley LLC | Variable Interest Entity, Not Primary Beneficiary | 9 DeKalb
Schedule of Investments [Line Items]
Range of ownership						5.50%
Investments in real estate ventures						$ 5,000
Total maximum exposure to loss		$ 5,234		$ 5,234
New Valley LLC | Variable Interest Entity, Not Primary Beneficiary | Park on Fifth (500 Alton Rd)
Schedule of Investments [Line Items]
Range of ownership		38.90%		38.90%
Investments in real estate ventures		$ 14,000		$ 14,000
Total maximum exposure to loss		$ 14,000		$ 14,000
New Valley LLC | Variable Interest Entity, Primary Beneficiary
Schedule of Investments [Line Items]
Number of real estate ventures | venture		2		2
VIE's assets		$ 976		$ 976				1,387
New Valley LLC | New York City SMSA | Minimum
Schedule of Investments [Line Items]
Range of ownership		3.10%		3.10%
New Valley LLC | New York City SMSA | Maximum
Schedule of Investments [Line Items]
Range of ownership		49.50%		49.50%
New Valley LLC | Condominium and Mixed Use Development
Schedule of Investments [Line Items]
Investments in real estate ventures		$ 133,312		$ 133,312				96,399
Total contributions				35,760	1,158
Distributions				4,659	38,860
Equity in earnings (losses) from real estate ventures		6,699	1,581	1,107	(2,856)
Total maximum exposure to loss		150,734		150,734
New Valley LLC | Condominium and Mixed Use Development | New York City SMSA
Schedule of Investments [Line Items]
Investments in real estate ventures		85,221		85,221				65,007
Total contributions				21,760	1,158
Distributions				3,380	38,860
Equity in earnings (losses) from real estate ventures		2,099	1,732	(1,127)	(1,880)
Impairment of long-term investments		4,445		8,311
Total maximum exposure to loss		90,143		90,143
New Valley LLC | Condominium and Mixed Use Development | All other U.S. areas
Schedule of Investments [Line Items]
Investments in real estate ventures		48,091		48,091				$ 31,392
Total contributions				14,000	0
Distributions				1,279	0
Equity in earnings (losses) from real estate ventures		4,600	(151)	2,234	(976)
Impairment of long-term investments			2,700		10,174
Total maximum exposure to loss		$ 60,591		$ 60,591
New Valley LLC | Condominium and Mixed Use Development | All other U.S. areas | Monad Terrace
Schedule of Investments [Line Items]
Range of ownership		17.00%		17.00%				18.00%
New Valley LLC | Condominium and Mixed Use Development | All other U.S. areas | Minimum
Schedule of Investments [Line Items]
Range of ownership		15.00%		15.00%
New Valley LLC | Condominium and Mixed Use Development | All other U.S. areas | Maximum
Schedule of Investments [Line Items]
Range of ownership		48.50%		48.50%
New Valley LLC | Apartment Buildings
Schedule of Investments [Line Items]
Investments in real estate ventures		$ 0		$ 0				$ 0
Total contributions				0	522
Distributions				79	295
Equity in earnings (losses) from real estate ventures		76	(1,111)	79	(4,408)
New Valley LLC | Apartment Buildings | New York City SMSA
Schedule of Investments [Line Items]
Total contributions				0	522
Equity in earnings (losses) from real estate ventures		0	(1,267)	0	(4,550)
New Valley LLC | Apartment Buildings | All other U.S. areas
Schedule of Investments [Line Items]
Investments in real estate ventures		0		0				0
Distributions				79	295
Equity in earnings (losses) from real estate ventures		$ 76	156	$ 79	142
New Valley LLC | Apartment Buildings | All other U.S. areas | Minimum
Schedule of Investments [Line Items]
Range of ownership		7.60%		7.60%
New Valley LLC | Apartment Buildings | All other U.S. areas | Maximum
Schedule of Investments [Line Items]
Range of ownership		16.30%		16.30%
New Valley LLC | Hotels
Schedule of Investments [Line Items]
Investments in real estate ventures		$ 4,918		$ 4,918				18,116
Total contributions				172	167
Distributions				21,572	0
Equity in earnings (losses) from real estate ventures		332	(543)	8,202	(2,562)
Total maximum exposure to loss		4,918		4,918
New Valley LLC | Hotels | New York City SMSA
Schedule of Investments [Line Items]
Investments in real estate ventures		2,513		2,513				$ 15,782
Total contributions				172	167
Distributions				21,572	0
Equity in earnings (losses) from real estate ventures		(102)	(749)	8,132	(2,200)
Total maximum exposure to loss		$ 2,513		$ 2,513
New Valley LLC | Hotels | New York City SMSA | Park Lane Hotel
Schedule of Investments [Line Items]
Range of ownership		1.00%		1.00%				5.20%
Distributions from real estate ventures				$ 20,788
Percent of interest in real estate venture sold				80.00%
Equity in earnings (losses) from real estate ventures				$ 10,328
New Valley LLC | Hotels | New York City SMSA | Minimum
Schedule of Investments [Line Items]
Range of ownership		1.00%		1.00%
New Valley LLC | Hotels | New York City SMSA | Maximum
Schedule of Investments [Line Items]
Range of ownership		18.40%		18.40%
New Valley LLC | Hotels | International
Schedule of Investments [Line Items]
Range of ownership		49.00%		49.00%
Investments in real estate ventures		$ 2,405		$ 2,405				$ 2,334
Equity in earnings (losses) from real estate ventures		434	206	70	(362)
Total maximum exposure to loss		2,405		2,405
New Valley LLC | Commercial
Schedule of Investments [Line Items]
Investments in real estate ventures		9,436		9,436				8,920
Distributions				173	10,081
Equity in earnings (losses) from real estate ventures		(3)	45	631	799
Total maximum exposure to loss		$ 9,436		$ 9,436
New Valley LLC | Commercial | New York City SMSA
Schedule of Investments [Line Items]
Range of ownership		49.00%		49.00%
Investments in real estate ventures		$ 1,968		$ 1,968				1,867
Distributions				13	9
Equity in earnings (losses) from real estate ventures		(149)	(228)	114	(617)
Total maximum exposure to loss		$ 1,968		$ 1,968
New Valley LLC | Commercial | All other U.S. areas
Schedule of Investments [Line Items]
Range of ownership		1.60%		1.60%
Investments in real estate ventures		$ 7,468		$ 7,468				7,053
Distributions				160	10,072
Equity in earnings (losses) from real estate ventures		146	273	517	1,416
Total maximum exposure to loss		7,468		7,468
New Valley LLC | Other
Schedule of Investments [Line Items]
Investments in real estate ventures		11,903		11,903				$ 17,670
Total contributions				337	4,285
Distributions				8,088	657
Equity in earnings (losses) from real estate ventures		946	$ 322	1,983	649
Total maximum exposure to loss		$ 26,535		$ 26,535
New Valley LLC | Other | Minimum
Schedule of Investments [Line Items]
Range of ownership		15.00%		15.00%
New Valley LLC | Other | Maximum
Schedule of Investments [Line Items]
Range of ownership		50.00%		50.00%
Douglas Elliman Realty, LLC
Schedule of Investments [Line Items]
Proceeds from commissions received				$ 15,394	$ 16,603
Subsequent Event | Douglas Elliman Realty, LLC | Innova Risk Management
Schedule of Investments [Line Items]
Distributions from real estate ventures	$ 8,732
Percent of interest in real estate venture sold	50.00%
Potential earn out	$ 1,000
Potential earn out term	2 years

XML

Notes Payable, Long-Term Debt and Other Obligations (Senior Notes, Revolving Credit Facility and Term Loan) (Details) $ / shares in Units, $ in Thousands	1 Months Ended	9 Months Ended	12 Months Ended
	Jan. 31, 2019 USD ($)	Sep. 30, 2019 USD ($) $ / shares	Dec. 31, 2018	Nov. 01, 2019 USD ($)	Jan. 15, 2019
Senior Notes | 10.5% Senior Notes due 2026
Debt Instrument [Line Items]
Interest rate		10.50%
Variable Interest Senior Convertible Debt | 7.5% Variable Interest Senior Convertible Notes due 2019
Debt Instrument [Line Items]
Face amount of debt	$ 230,000
Accrued interest	$ 8,102
Interest rate		7.50%			7.50%
Variable Interest Senior Convertible Debt | 5.5% Variable Interest Senior Convertible Debentures due 2020
Debt Instrument [Line Items]
Interest rate		5.50%
Conversion price (in dollars per share) | $ / shares		$ 20.27
Conversion ratio (in shares)		49.3363	49.3363
Liggett | Line of Credit
Debt Instrument [Line Items]
Amount outstanding		$ 13,923
Current borrowing capacity		$ 45,200
Liggett | Subsequent Event | Line of Credit
Debt Instrument [Line Items]
Remaining borrowing capacity				$ 60,000

XML

Summary of Significant Accounting Policies (Goodwill and Other Intangible Assets, Net) (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Indefinite-lived Intangible Assets [Line Items]
Goodwill	$ 78,008	$ 77,568
Intangibles with a finite life, net	515	1,532
Total goodwill and other intangible assets, net	266,034	266,611
Intangible asset associated with benefit under the MSA
Indefinite-lived Intangible Assets [Line Items]
Indefinite life intangibles	107,511	107,511
Trademark - Douglas Elliman
Indefinite-lived Intangible Assets [Line Items]
Indefinite life intangibles	$ 80,000	$ 80,000

XML

Summary of Significant Accounting Policies (Antidilutive Securities Excluded from Earnings Per Share) (Details) - $ / shares	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Weighted-average shares of non-vested restricted stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation (in shares)	1,012,285	0	1,274,549	0
Weighted-average expense per share (in dollars per share)	$ 18.03	$ 0	$ 17.95	$ 0
Weighted-average number of shares issuable upon conversion of debt
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation (in shares)	11,447,061	30,260,606	11,447,061	30,260,606
Weighted-average conversion price (in dollars per share)	$ 20.27	$ 16.15	$ 20.27	$ 16.15

XML

Condensed Consolidating Financial Information

9 Months Ended

Sep. 30, 2019

Condensed Financial Information Disclosure [Abstract]

Condensed Consolidating Financial Information

CONDENSED CONSOLIDATING FINANCIAL INFORMATION

The condensed consolidating financial information is based upon the following subsidiaries being subsidiary guarantors of unsecured debt securities that may be issued by the Company: VGR Holding LLC; Liggett Group LLC; Liggett Vector Brands LLC; Vector Research LLC; Vector Tobacco Inc.; Liggett & Myers Holdings Inc.; 100 Maple LLC; V.T. Aviation LLC; VGR Aviation LLC; Eve Holdings LLC; Zoom E-Cigs LLC; and DER Holdings LLC. Each of the subsidiary guarantors is 100% owned, directly or indirectly, by the Company, and all guarantees are full and unconditional and joint and several. The Company’s investments in its consolidated subsidiaries are presented under the equity method of accounting.

The Company and the guarantors have filed a shelf registration statement for the offering of debt securities on a delayed or continuous basis and the Company is including this condensed consolidating financial information in connection therewith. Any such debt securities may be issued by the Company and guaranteed by the guarantors, but any such debt securities would not be guaranteed by any of the Company’s other subsidiaries, including those subsidiaries other than DER Holdings LLC that are engaged in the real estate businesses conducted through its subsidiary, New Valley.

Presented herein are Condensed Consolidating Balance Sheets as of September 30, 2019 and 2018, the related Condensed Consolidating Statements of Operations for the three and nine months ended September 30, 2019 and 2018, and the related Condensed Consolidating Statements of Cash Flows for the three and nine months ended September 30, 2019 and 2018 of Vector Group Ltd. (Parent/Issuer), the guarantor subsidiaries (Subsidiary Guarantors) and the subsidiaries that are not guarantors (Subsidiary Non-Guarantors).

CONDENSED CONSOLIDATING BALANCE SHEETS

				September 30, 2019
						Subsidiary					Consolidated
	Parent/			Subsidiary		Non-		Consolidating			Vector Group
	Issuer			Guarantors		Guarantors		Adjustments			Ltd.
ASSETS:
Current assets:
Cash and cash equivalents	$	131,517		$	108,713	$	79,068	$	—		$	319,298
Investment securities at fair value	140,690			—		—		—			140,690
Accounts receivable - trade, net	—			17,916		24,737		—			42,653
Intercompany receivables	43,701			—		—		(43,701		)	—
Inventories	—			99,179		—		—			99,179
Income taxes receivable, net	—			—		128		(128		)	—
Other current assets	650			7,069		24,829		—			32,548
Total current assets	316,558			232,877		128,762		(43,829		)	634,368
Property, plant and equipment, net	343			35,217		48,372		—			83,932
Investments in real estate, net	—			—		28,009		—			28,009
Long-term investments (of which $52,384 were carried at fair value)	66,915			—		—		—			66,915
Investments in real estate ventures	—			—		159,569		—			159,569
Operating lease right of use assets	7,358			4,933		136,096		—			148,387
Investments in consolidated subsidiaries	450,973			247,222		—		(698,195		)	—
Goodwill and other intangible assets, net	—			107,511		158,523		—			266,034
Other assets	14,948			39,453		45,566		(497		)	99,470
Total assets	$	857,095		$	667,213	$	704,897	$	(742,521	)	$	1,486,684
LIABILITIES AND STOCKHOLDERS' DEFICIENCY:
Current liabilities:
Current portion of notes payable and long-term debt	$	217,894		$	21,774	$	7,699	$	(7,500	)	$	239,867
Current portion of fair value of derivatives embedded within convertible debt	11,105			—		—		—			11,105
Intercompany payables	—			259		43,442		(43,701		)	—
Income taxes payable, net	25,064			4,491		—		(128		)	29,427
Current payments due under the Master Settlement Agreement	—			132,377		—		—			132,377
Current operating lease liability	693			1,949		16,702		—			19,344
Other current liabilities	40,861			74,776		59,758		(673		)	174,722
Total current liabilities	295,617			235,626		127,601		(52,002		)	606,842
Notes payable, long-term debt and other obligations, less current portion	1,155,622			22,594		22,525		(22,500		)	1,178,241
Non-current employee benefits	47,124			15,436		—		—			62,560
Deferred income taxes, net	(19,991		)	22,048		32,321		—			34,378
Non-current operating lease liability	7,625			3,579		143,050		—			154,254
Other liabilities, including litigation accruals and payments due under the Master Settlement Agreement	259			42,537		41,490		(5,204		)	79,082
Total liabilities	1,486,256			341,820		366,987		(79,706		)	2,115,357
Commitments and contingencies
Stockholders' (deficiency) equity attributed to Vector Group Ltd.	(629,161		)	325,393		337,422		(662,815		)	(629,161		)
Non-controlling interest	—			—		488		—			488
Total stockholders' (deficiency) equity	(629,161		)	325,393		337,910		(662,815		)	(628,673		)
Total liabilities and stockholders' deficiency	$	857,095		$	667,213	$	704,897	$	(742,521	)	$	1,486,684

CONDENSED CONSOLIDATING BALANCE SHEETS

				December 31, 2018
						Subsidiary					Consolidated
	Parent/			Subsidiary		Non-		Consolidating			Vector Group
	Issuer			Guarantors		Guarantors		Adjustments			Ltd.
ASSETS:
Current assets:
Cash and cash equivalents	$	474,880		$	23,308	$	86,393	$	—		$	584,581
Investment securities at fair value	131,569			—		—		—			131,569
Accounts receivable - trade, net	—			15,440		18,806		—			34,246
Intercompany receivables	38,391			—		—		(38,391		)	—
Inventories	—			90,997		—		—			90,997
Income taxes receivable, net	—			—		1,268		(1,268		)	—
Other current assets	1,500			7,599		21,729		—			30,828
Total current assets	646,340			137,344		128,196		(39,659		)	872,221
Property, plant and equipment, net	506			38,562		47,668		—			86,736
Investments in real estate, net	—			—		26,220		—			26,220
Long-term investments (of which $54,628 were carried at fair value)	66,259			—		—		—			66,259
Investments in real estate ventures	—			—		141,105		—			141,105
Investments in consolidated subsidiaries	431,288			252,113		—		(683,401		)	—
Goodwill and other intangible assets, net	—			107,511		159,100		—			266,611
Other assets	14,616			38,154		37,582		—			90,352
Total assets	$	1,159,009		$	573,684	$	539,871	$	(723,060	)	$	1,549,504
LIABILITIES AND STOCKHOLDERS' DEFICIENCY:
Current liabilities:
Current portion of notes payable and long-term debt	$	226,343		$	29,480	$	311	$	—		$	256,134
Current portion of fair value of derivatives embedded within convertible debt	6,635			—		—		—			6,635
Current portion of employee benefits	—			—		—		—			—
Intercompany payables	—			479		37,912		(38,391		)	—
Income taxes payable, net	5,257			1,263		—		(1,268		)	5,252
Current payments due under the Master Settlement Agreement	—			36,561		—		—			36,561
Other current liabilities	55,915			73,279		51,144		—			180,338
Total current liabilities	294,150			141,062		89,367		(39,659		)	484,920
Notes payable, long-term debt and other obligations, less current portion	1,354,219			2,349		30,129		—			1,386,697
Fair value of derivatives embedded within convertible debt	24,789			—		—		—			24,789
Non-current employee benefits	45,615			15,673		—		—			61,288
Deferred income taxes, net	(13,084		)	17,732		32,763		—			37,411
Other liabilities, including litigation accruals and payments due under the Master Settlement Agreement	1,379			38,179		62,207		—			101,765
Total liabilities	1,707,068			214,995		214,466		(39,659		)	2,096,870
Commitments and contingencies
Stockholders' (deficiency) equity attributed to Vector Group Ltd.	(548,059		)	358,689		324,712		(683,401		)	(548,059		)
Non-controlling interest	—			—		693		—			693
Total stockholders' (deficiency) equity	(548,059		)	358,689		325,405		(683,401		)	(547,366		)
Total liabilities and stockholders' deficiency	$	1,159,009		$	573,684	$	539,871	$	(723,060	)	$	1,549,504

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

				Three Months Ended September 30, 2019
							Subsidiary						Consolidated
	Parent/			Subsidiary			Non-			Consolidating			Vector Group
	Issuer			Guarantors			Guarantors			Adjustments			Ltd.
Revenues	$	—		$	303,379		$	201,530		$	(119	)	$	504,790
Expenses:
Cost of sales	—			209,192			136,264			—			345,456
Operating, selling, administrative and general expenses	9,490			18,376			64,627			(119		)	92,374
Litigation settlement and judgment expense	—			240			—			—			240
Management fee expense	—			2,993			—			(2,993		)	—
Operating (loss) income	(9,490		)	72,578			639			2,993			66,720
Other income (expenses):
Interest expense	(32,023		)	(937		)	(228		)	225			(32,963		)
Change in fair value of derivatives embedded within convertible debt	6,182			—			—			—			6,182
Equity in earnings from real estate ventures	—			—			8,050			—			8,050
Equity in earnings in consolidated subsidiaries	61,483			1,893			—			(63,376		)	—
Management fee income	2,993			—			—			(2,993		)	—
Other, net	(655		)	1,702			1,808			(1,100		)	1,755
Income before provision for income taxes	28,490			75,236			10,269			(64,251		)	49,744
Income tax benefit (expense)	7,518			(18,231		)	(3,023		)	—			(13,736		)
Net income	36,008			57,005			7,246			(64,251		)	36,008
Net loss attributed to non-controlling interest	—			—			—			—			—
Net income attributed to Vector Group Ltd.	$	36,008		$	57,005		$	7,246		$	(64,251	)	$	36,008
Comprehensive loss attributed to non-controlling interest	$	—		$	—		$	—		$	—		$	—
Comprehensive income attributed to Vector Group Ltd.	$	36,352		$	57,240		$	7,246		$	(64,486	)	$	36,352

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

				Three Months Ended September 30, 2018
							Subsidiary						Consolidated
	Parent/			Subsidiary			Non-			Consolidating			Vector Group
	Issuer			Guarantors			Guarantors			Adjustments			Ltd.
Revenues	$	—		$	302,128		$	211,860		$	(119	)	$	513,869
Expenses:
Cost of sales	—			219,769			140,533			—			360,302
Operating, selling, administrative and general expenses	8,915			16,497			62,256			(119		)	87,549
Management fee expense	—			2,878			—			(2,878		)	—
Operating (loss) income	(8,915		)	62,984			9,071			2,878			66,018
Other income (expenses):
Interest expense	(50,317		)	(760		)	(7		)	—			(51,084		)
Change in fair value of derivatives embedded within convertible debt	10,005			—			—			—			10,005
Equity in earnings from real estate ventures	—			—			294			—			294
Equity in earnings in consolidated subsidiaries	50,102			—			—			(50,102		)	—
Management fee income	2,878			—			—			(2,878		)	—
Other, net	5,079			(940		)	342			—			4,481
Income before provision for income taxes	8,832			61,284			9,700			(50,102		)	29,714
Income tax benefit (expense)	3,170			(15,885		)	(1,971		)	—			(14,686		)
Net income	12,002			45,399			7,729			(50,102		)	15,028
Net income attributed to non-controlling interest	—			—			(3,026		)	—			(3,026		)
Net income attributed to Vector Group Ltd.	$	12,002		$	45,399		$	4,703		$	(50,102	)	$	12,002
Comprehensive income attributed to non-controlling interest	$	—		$	—		$	(3,026	)	$	—		$	(3,026	)
Comprehensive income attributed to Vector Group Ltd.	$	12,320		$	45,546		$	4,703		$	(50,249	)	$	12,320

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

				Nine Months Ended September 30, 2019
							Subsidiary						Consolidated
	Parent/			Subsidiary			Non-			Consolidating			Vector Group
	Issuer			Guarantors			Guarantors			Adjustments			Ltd.
Revenues	$	—		$	854,875		$	609,629		$	(358	)	$	1,464,146
Expenses:
Cost of sales	—			590,956			408,694			—			999,650
Operating, selling, administrative and general expenses	28,836			53,234			196,335			(358		)	278,047
Litigation settlement and judgment expense	—			895			—			—			895
Management fee expense	—			8,978			—			(8,978		)	—
Operating (loss) income	(28,836		)	200,812			4,600			8,978			185,554
Other income (expenses):
Interest expense	(100,277		)	(2,947		)	(685		)	673			(103,236		)
Change in fair value of derivatives embedded within convertible debt	20,319			—			—			—			20,319
Equity in earnings from real estate ventures	—			—			12,002			—			12,002
Equity in earnings in consolidated subsidiaries	162,911			6,617			—			(169,528		)	—
Management fee income	8,978			—			—			(8,978		)	—
Other, net	9,307			2,302			3,144			(1,100		)	13,653
Income before provision for income taxes	72,402			206,784			19,061			(169,955		)	128,292
Income tax benefit (expense)	17,866			(50,297		)	(5,513		)	—			(37,944		)
Net income	90,268			156,487			13,548			(169,955		)	90,348
Net income attributed to non-controlling interest	—			—			(80		)	—			(80		)
Net income attributed to Vector Group Ltd.	$	90,268		$	156,487		$	13,468		$	(169,955	)	$	90,268
Comprehensive income attributed to non-controlling interest	$	—		$	—		$	(80	)	$	—		$	(80	)
Comprehensive income attributed to Vector Group Ltd.	$	91,798		$	157,191		$	13,468		$	(170,659	)	$	91,798

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

				Nine Months Ended September 30, 2018
							Subsidiary						Consolidated
	Parent/			Subsidiary			Non-			Consolidating			Vector Group
	Issuer			Guarantors			Guarantors			Adjustments			Ltd.
Revenues	$	—		$	844,316		$	580,365		$	(358	)	$	1,424,323
Expenses:
Cost of sales	—			597,492			389,851			—			987,343
Operating, selling, administrative and general expenses	26,331			49,342			187,646			(358		)	262,961
Litigation settlement and judgment expense (income)	—			525			(2,469		)	—			(1,944		)
Management fee expense	—			8,632			—			(8,632		)	—
Operating (loss) income	(26,331		)	188,325			5,337			8,632			175,963
Other income (expenses):
Interest expense	(143,286		)	(2,103		)	(63		)	—			(145,452		)
Change in fair value of derivatives embedded within convertible debt	31,289			—			—			—			31,289
Equity in losses from real estate ventures	—			—			(8,378		)	—			(8,378		)
Equity in earnings in consolidated subsidiaries	136,615						—			(136,615		)	—
Management fee income	8,632			—			—			(8,632		)	—
Other, net	13,899			(1,259		)	1,020			—			13,660
Income (loss) before provision for income taxes	20,818			184,963			(2,084		)	(136,615		)	67,082
Income tax benefit (expense)	16,213			(47,433		)	1,826			—			(29,394		)
Net income (loss)	37,031			137,530			(258		)	(136,615		)	37,688
Net income attributed to non-controlling interest	—			—			(657		)	—			(657		)
Net income (loss) attributed to Vector Group Ltd.	$	37,031		$	137,530		$	(915	)	$	(136,615	)	$	37,031
Comprehensive income attributed to non-controlling interest	$	—		$	—		$	(657	)	$	—		$	(657	)
Comprehensive income (loss) attributed to Vector Group Ltd.	$	37,918		$	137,961		$	(915	)	$	(137,046	)	$	37,918

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

				Nine Months Ended September 30, 2019
							Subsidiary						Consolidated
	Parent/			Subsidiary			Non-			Consolidating			Vector Group
	Issuer			Guarantors			Guarantors			Adjustments			Ltd.
Net cash provided by operating activities	$	122,305		$	259,426		$	8,623		$	(195,005	)	$	195,349
Cash flows from investing activities:
Sale of investment securities	16,186			—			—			—			16,186
Maturities of investment securities	45,798			—			—			—			45,798
Purchase of investment securities	(76,094		)	—			—			—			(76,094		)
Purchase of long-term investments	—			—			(1,000		)	—			(1,000		)
Investments in real estate ventures	—			—			(36,269		)	—			(36,269		)
Purchase of subsidiaries	—			—			(323		)	—			(323		)
Distributions from investments in real estate ventures	—			—			30,934			—			30,934
Increase in cash surrender value of life insurance policies	(311		)	(462		)	—			—			(773		)
(Increase) decrease in restricted assets	(22		)	683			—			—			661
Investments in subsidiaries	(42,604		)	—			—			42,604			—
Proceeds from sale of fixed assets	—			8			9			—			17
Capital expenditures	—			(3,425		)	(6,733		)	—			(10,158		)
Pay downs of investment securities	828			—			—			—			828
Investments in real estate, net	—			—			(1,910		)	—			(1,910		)
Net cash used in investing activities	(56,219		)	(3,196		)	(15,292		)	42,604			(32,103		)
Cash flows from financing activities:
Deferred financing costs	—			(36		)	—			—			(36		)
Repayments of debt	(230,000		)	(720		)	(154		)	—			(230,874		)
Borrowings under revolver	—			204,506			—			—			204,506
Repayments on revolver	—			(221,373		)	—			—			(221,373		)
Capital contributions received	—			675			41,929			(42,604		)	—
Intercompany dividends paid	—			(153,868		)	(41,137		)	195,005			—
Dividends and distributions on common stock	(179,449		)	—			—			—			(179,449		)
Distributions to non-controlling interest	—			—			(285		)	—			(285		)
Proceeds from issuance of Vector common stock	—			—			—			—			—
Proceeds from exercise of Vector options	—			—			—			—			—
Tax benefit of options exercised	—			—			—			—			—
Other	—			—			(46		)	—			(46		)
Net cash (used in) provided by financing activities	(409,449		)	(170,816		)	307			152,401			(427,557		)
Net (decrease) increase in cash, cash equivalents and restricted cash	(343,363		)	85,414			(6,362		)	—			(264,311		)
Cash, cash equivalents and restricted cash, beginning of period	474,880			23,849			93,000			—			591,729
Cash, cash equivalents and restricted cash, end of period	$	131,517		$	109,263		$	86,638		$	—		$	327,418

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

				Nine Months Ended September 30, 2018
							Subsidiary						Consolidated
	Parent/			Subsidiary			Non-			Consolidating			Vector Group
	Issuer			Guarantors			Guarantors			Adjustments			Ltd.
Net cash provided by operating activities	$	118,890		$	244,377		$	20,693		$	(174,152	)	$	209,808
Cash flows from investing activities:
Sale of investment securities	10,940			3,955			—			—			14,895
Maturities of investment securities	16,899			—			—			—			16,899
Purchase of investment securities	(22,516		)	—			—			—			(22,516		)
Investments in real estate ventures	—			—			(6,132		)	—			(6,132		)
Investments in real estate, net	—			—			(1,495		)	—			(1,495		)
Purchase of subsidiaries	—			—			(370		)	—			(370		)
Distributions from investments in real estate ventures	—			—			37,819			—			37,819
Increase in cash surrender value of life insurance policies	(345		)	(461		)	—			—			(806		)
Decrease in restricted assets	14			240			—			—			254
Repayments of notes receivable	20,000			—			67			(20,000		)	67
Pay downs of investment securities	1,293			—			—			—			1,293
Investments in subsidiaries	(8,103		)	—			—			8,103			—
Capital expenditures	(15		)	(4,175		)	(8,356		)	—			(12,546		)
Net cash provided by (used in) investing activities	18,167			(441		)	21,533			(11,897		)	27,362
Cash flows from financing activities:
Repayments of debt	—			(21,263		)	(227		)	20,000			(1,490		)
Borrowings under revolver	—			261,058			—			—			261,058
Repayments on revolver	—			(264,654		)	—			—			(264,654		)
Capital contributions received	—			650			7,453			(8,103		)	—
Intercompany dividends paid	—			(128,308		)	(45,844		)	174,152			—
Dividends and distributions on common stock	(169,571		)	—			—			—			(169,571		)
Distributions to non-controlling interest	—			—			(2,521		)	—			(2,521		)
Net cash used in financing activities	(169,571		)	(152,517		)	(41,139		)	186,049			(177,178		)
Net (decrease) increase in cash, cash equivalents and restricted cash	(32,514		)	91,419			1,087			—			59,992
Cash, cash equivalents and restricted cash, beginning of period	194,719			20,175			96,043			—			310,937
Cash, cash equivalents and restricted cash, end of period	$	162,205		$	111,594		$	97,130		$	—		$	370,929

XML

Leases (Tables)

9 Months Ended

Sep. 30, 2019

Leases [Abstract]

Lease Expense and Supplemental Cash Flow Information

The components of lease expense were as follows:

	Three Months Ended		Nine Months Ended
	September 30,		September 30,
	2019		2019
Operating lease cost	$	9,707	$	28,212
Short-term lease cost	397		910
Variable lease cost	715		2,405
Finance lease cost:
Amortization	67		186
Interest on lease liabilities	5		12
Total lease cost	$	10,891	$	31,725

Supplemental cash flow information related to leases was as follows:

	Nine Months Ended
	September 30,
	2019
Cash paid for amounts included in measurement of lease liabilities:
Operating cash flows from operating leases	$	28,023
Operating cash flows from finance leases	12
Financing cash flows from finance leases	182
Right-of-use assets obtained in exchange for lease obligations:
Operating leases	32,511
Finance leases	159

Supplemental Balance Sheet Information

Supplemental balance sheet information related to leases was as follows:

	September 30,
	2019
Operating leases:
Operating lease right-of-use assets	$	148,387
Current operating lease liability	$	19,344
Non-current operating lease liability	154,254
Total operating lease liabilities	$	173,598
Finance leases:
Investments in real estate, net	$	120		(1)
Property, plant and equipment, at cost	$	127
Accumulated amortization	(13		)
Property and equipment, net	$	114
Current portion of notes payable and long-term debt	$	110
Notes payable, long-term debt and other obligations, less current portion	120
Total finance lease liabilities	$	230
Weighted average remaining lease term:
Operating leases	8.63
Finance leases	3.00
Weighted average discount rate:
Operating leases	10.78		%
Finance leases	8.41		%

⁽¹⁾  

Included in Investments in real estate, net on the condensed consolidated balance sheet are financing lease equipment, at cost of $762 and accumulated amortization of $642 as of September 30, 2019.

Maturities of Operating Lease Liabilities

As of September 30, 2019, maturities of lease liabilities were as follows:

	Operating Leases			Finance  Leases
Year Ending December 31:
Remainder of 2019	$	9,965		$	39
2020	35,876			98
2021	33,786			44
2022	31,339			39
2023	29,295			31
2024	23,905			8
Thereafter	114,702			—
Total lease payments	278,868			259
Less imputed interest	(105,270		)	(29		)
Total	$	173,598		$	230

Maturities of Financing Lease Liabilities

aturities of lease liabilities were as follows:

	Operating Leases			Finance  Leases
Year Ending December 31:
Remainder of 2019	$	9,965		$	39
2020	35,876			98
2021	33,786			44
2022	31,339			39
2023	29,295			31
2024	23,905			8
Thereafter	114,702			—
Total lease payments	278,868			259
Less imputed interest	(105,270		)	(29		)
Total	$	173,598		$	230

Schedule of Future Minimum Rental Payments for Operating Leases

Under ASC 840, Leases, future minimum lease payments under noncancelable operating leases as of December 31, 2018 were as follows:

	Lease Commitments		Sublease Rentals		Net
Year Ending December 31:
2019	$	35,973	$	69	$	35,904
2020	29,917		—		29,917
2021	27,592		—		27,592
2022	25,185		—		25,185
2023	23,589		—		23,589
Thereafter	104,126		—		104,126
Total	$	246,382	$	69	$	246,313

XML

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
Statement of Cash Flows [Abstract]
Net cash provided by operating activities	$ 195,349	$ 209,808
Cash flows from investing activities:
Sale of investment securities	16,186	14,895
Maturities of investment securities	45,798	16,899
Purchase of investment securities	(76,094)	(22,516)
Purchase of long-term investments	(1,000)	0
Investments in real estate ventures	(36,269)	(6,132)
Distributions from investments in real estate ventures	30,934	37,819
Increase in cash surrender value of life insurance policies	(773)	(806)
Decrease in restricted assets	661	254
Proceeds from sale of fixed assets	17	0
Capital expenditures	(10,158)	(12,546)
Repayments of notes receivable	0	67
Purchase of subsidiaries	(323)	(370)
Pay downs of investment securities	828	1,293
Investments in real estate, net	(1,910)	(1,495)
Net cash (used in) provided by investing activities	(32,103)	27,362
Cash flows from financing activities:
Deferred financing costs	(36)	0
Repayments of debt	(230,874)	(1,490)
Borrowings under revolver	204,506	261,058
Repayments on revolver	(221,373)	(264,654)
Dividends and distributions on common stock	(179,449)	(169,571)
Distributions to non-controlling interest	(285)	(2,521)
Other	(46)	0
Net cash used in financing activities	(427,557)	(177,178)
Net (decrease) increase in cash, cash equivalents and restricted cash	(264,311)	59,992
Cash, cash equivalents and restricted cash, beginning of period	591,729	310,937
Cash, cash equivalents and restricted cash, end of period	$ 327,418	$ 370,929

XML

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2019	Nov. 04, 2019
Cover page.
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2019
Document Transition Report	false
Entity Registrant Name	VECTOR GROUP LTD
Entity Central Index Key	0000059440
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q3
Amendment Flag	false
Entity Incorporation, State or Country Code	DE
Entity File Number	1-5759
Entity Tax Identification Number	65-0949535
Entity Address, Address Line One	4400 Biscayne Boulevard
Entity Address, City or Town	Miami
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33137
City Area Code	305
Local Phone Number	579-8000
Title of 12(b) Security	Common stock, par value $0.10 per share
Trading Symbol	VGR
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		147,790,061

XML

Condensed Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Income Statement [Abstract]
Tax portion of revenues and cost of goods sold	$ 122,951	$ 130,428	$ 347,527	$ 359,199

XML

Investments and Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2019

Fair Value Disclosures [Abstract]

Company's recurring financial assets and liabilities subject to fair value measurements

The Company’s financial assets and liabilities subject to fair value measurements were as follows:

	Fair Value Measurements as of September 30, 2019
Description	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Gains (Losses)
Assets:
Money market funds (1)	$	255,579	$	255,579	$	—	$	—
Commercial paper (1)	39,011		—		39,011		—
Certificates of deposit (2)	2,186		—		2,186		—
Money market funds securing legal bonds (2)	535		535		—		—
Investment securities at fair value
Equity securities at fair value
Marketable equity securities	23,909		23,909		—		—
Mutual funds invested in fixed-income securities	22,214		22,214		—		—
Total equity securities at fair value	46,123		46,123		—		—
Debt securities available for sale
U.S. government securities	17,543		—		17,543		—
Corporate securities	50,159		—		50,159		—
U.S. government and federal agency	10,361		—		10,361		—
Commercial mortgage-backed securities	388		—		388		—
Commercial paper	13,934		—		13,934		—
Index-linked U.S. bonds	1,174		—		1,174		—
Foreign fixed-income securities	1,008		—		1,008		—
Total debt securities available for sale	94,567		—		94,567		—
Total investment securities at fair value	140,690		46,123		94,567		—
Long-term investments
Equity securities at fair value that qualify for the NAV practical expedient (3)	52,384		—		—		—
Total	$	490,385	$	302,237	$	135,764	$	—
Liabilities:
Fair value of contingent liability	$	5,204	$	—	$	—	$	5,204
Fair value of derivatives embedded within convertible debt	11,105		—		—		11,105
Total	$	16,309	$	—	$	—	$	16,309

(1) Amounts included in Cash and cash equivalents on the condensed consolidated balance sheet, except for $3,660 that is included in Other current assets and $3,910 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, 2018
Description	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Gains (Losses)
Assets:
Money market funds (1)	$	448,560	$	448,560	$	—	$	—
Commercial paper (1)	46,062		—		46,062		—
Certificates of deposit (2)	2,251		—		2,251		—
Money market funds securing legal bonds (2)	535		535		—		—
Investment securities at fair value
Equity securities at fair value
Marketable equity securities	26,010		26,010		—		—
Mutual funds invested in fixed-income securities	21,192		21,192		—		—
Total equity securities at fair value	47,202		47,202		—		—
Debt securities available for sale
U.S. government securities	28,514		—		28,514		—
Corporate securities	41,733		—		41,733		—
U.S. government and federal agency	4,369		—		4,369		—
Commercial mortgage-backed securities	401		—		401		—
Commercial paper	5,870		—		5,870		—
Index-linked U.S. bonds	2,330		—		2,330		—
Foreign fixed-income securities	1,150		—		1,150		—
Total debt securities available for sale	84,367		—		84,367		—
Total investment securities at fair value	131,569		47,202		84,367		—
Long-term investments
Equity securities at fair value that qualify for the NAV practical expedient (3)	54,628		—		—		—
Total	$	683,605	$	496,297	$	132,680	$	—
Liabilities:
Fair value of contingent liability	$	6,304	$	—	$	—	$	6,304
Fair value of derivatives embedded within convertible debt	31,424		—		—		31,424
Total	$	37,728	$	—	$	—	$	37,728

(1) Amounts included in Cash and cash equivalents on the condensed consolidated balance sheet, except for $2,570 that is included in current restricted assets and $3,910 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.

Unobservable inputs related to the valuations of the Level 3 liabilities

The unobservable inputs related to the valuations of the Level 3 assets and liabilities were as follows at September 30, 2019:

	Quantitative Information about Level 3 Fair Value Measurements
	Fair Value at
	September 30, 2019		Valuation Technique	Unobservable Input	Range (Actual)
Fair value of derivatives embedded within convertible debt	$	11,105	Discounted cash flow	Assumed annual stock dividend	5		%
				Assumed remaining cash dividends - Q4 2019 and Q1 2020	$0.40/$0.20
				Stock price	$	11.91
				Convertible trading price (as a percentage of par value)	103.94		%
				Volatility	42.25		%
				Risk-free rate	Term structure of US Treasury Securities
				Implied credit spread	1.70% - 3.70% (2.70%)
Fair value of contingent liability	$	5,204	Monte Carlo simulation model	Estimated fair value of the Douglas Elliman reporting unit	$	320,000
				Risk-free rate for a 3.25 year term	1.54		%
				Leverage-adjusted equity volatility of peer firms	33.91		%

The unobservable inputs related to the valuations of the Level 3 assets and liabilities were as follows at December 31, 2018:

	Quantitative Information about Level 3 Fair Value Measurements
	Fair Value at
	December 31, 2018		Valuation Technique	Unobservable Input	Range (Actual)
Fair value of derivatives embedded within convertible debt	$	31,424	Discounted cash flow	Assumed annual stock dividend	5		%
				Assumed annual cash dividend	$	1.60
				Stock price	$	9.73
				Convertible trading price (as a percentage of par value)	100.31		%
				Volatility	20.39		%
				Risk-free rate	Term structure of US Treasury Securities
				Implied credit spread	8.0% - 9.0% (8.5%)
Fair value of contingent liability	$	6,304	Monte Carlo simulation model	Estimated fair value of the Douglas Elliman reporting unit	$	320,000
				Risk-free rate for a 4-year term	2.45		%
				Leverage-adjusted equity volatility of peer firms	30.22		%

XML

Notes Payable, Long-Term Debt and Other Obligations (Tables)

9 Months Ended

Sep. 30, 2019

Debt Disclosure [Abstract]

Notes payable, long-term debt and other obligations

Notes payable, long-term debt and other obligations consisted of:

	September 30, 2019			December 31, 2018
Vector:
6.125% Senior Secured Notes due 2025	$	850,000		$	850,000
10.5% Senior Notes due 2026	325,000			325,000
7.5% Variable Interest Senior Convertible Notes due 2019, net of unamortized discount of $0 and $3,359*	—			226,641
5.5% Variable Interest Senior Convertible Debentures due 2020, net of unamortized discount of $13,107 and $29,465*	218,893			202,535
Liggett:
Revolving credit facility	11,735			28,381
Term loan under credit facility	2,188			2,409
Equipment loans	446			1,039
Other	30,224			30,440
Notes payable, long-term debt and other obligations	1,438,486			1,666,445
Less:
Debt issuance costs	(20,378		)	(23,614		)
Total notes payable, long-term debt and other obligations	1,418,108			1,642,831
Less:
Current maturities	(239,867		)	(256,134		)
Amount due after one year	$	1,178,241		$	1,386,697

______________________

* The fair value of the derivatives embedded within the 7.5% Variable Interest Senior Convertible Notes ($0 at September 30, 2019 and $6,635 at December 31, 2018, respectively) and the 5.5% Variable Interest Senior Convertible Debentures ($11,105 at September 30, 2019 and $24,789 at December 31, 2018, respectively), is separately classified as a derivative liability in the condensed consolidated balance sheets.

Schedule of non-cash interest expense - Vector

Non-Cash Interest Expense — Vector:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2019		2018		2019		2018
Amortization of debt discount, net	$	5,746	$	22,871	$	19,718	$	61,450
Amortization of debt issuance costs	1,089		3,158		3,327		8,783
	$	6,835	$	26,029	$	23,045	$	70,233

Schedule of fair value of notes payable and long-term debt

Fair Value of Notes Payable and Long-Term Debt:

	September 30, 2019					December 31, 2018
	Carrying			Fair		Carrying			Fair
	Value			Value		Value			Value
Senior Notes	$	1,175,000		$	1,145,375	$	1,175,000		$	1,034,500
Variable Interest Senior Convertible Debt	218,893			241,136		429,176			468,704
Liggett and other	44,593			44,605		62,269			62,255
Notes payable and long-term debt	$	1,438,486	(1)	$	1,431,116	$	1,666,445	(1)	$	1,565,459

______________________

⁽¹⁾ The carrying value does not include the carrying value of the embedded derivative. See Note 12.

XML

Revenue Recognition

9 Months Ended

Sep. 30, 2019

Revenue from Contract with Customer [Abstract]

Revenue Recognition

REVENUE RECOGNITION

Revenue Recognition Accounting Pronouncement Adoption

On January 1, 2018, the Company adopted Topic 606 applying the modified retrospective method. The following practical expedients and optional disclosure exemptions available under Topic 606 have been applied:

1. The Company applied the optional exemption in paragraph 606-10-50-14 of Topic 606, and has not disclosed the amount of the transaction price allocated to the remaining performance obligations for the Real Estate property management business because the contracts to provide property management services are typically annual contracts.

2. The Company applied the optional exemption in paragraph 606-10-50-14A of Topic 606, and has not disclosed the amount of the transaction price allocated to the remaining performance obligations for the Real Estate development marketing business because the transaction prices in these contracts are comprised entirely of variable consideration based on the ultimate selling price of each unit in the subject property.

Revenue Recognition Policies

Revenue is measured based on a consideration specified in a contract with a customer less any sales incentives. Revenue is recognized when (a) an enforceable contract with a customer exists, that has commercial substance, and collection of substantially all consideration for services is probable; and (b) the performance obligations to the customer are satisfied either over time or at a point in time.

Tobacco sales: Revenue from cigarette sales, which include federal excise taxes billed to customers, is recognized upon shipment of cigarettes when control has passed to the customer. Average collection terms for Tobacco sales range between three and twelve days from the time that the cigarettes are shipped to the customer. The Company records a liability for goods estimated to be returned in other current liabilities and the associated receivable for anticipated federal excise tax refunds in other current assets on the condensed consolidated balance sheet. The liability for returned goods is based principally on sales volumes and historical return rates. The estimated costs of sales incentives, including customer incentives and trade promotion activities, are based principally on historical experience and are accounted for as reductions in Tobacco revenue. Expected payments for sales incentives are included in other current liabilities on the Company’s condensed consolidated balance sheet. The Company accounts for shipping and handling costs as fulfillment costs as part of cost of sales.

Real estate sales: Real estate commissions and other payments earned by the Company’s real estate brokerage businesses are recognized as revenue when the real estate sale is completed or lease agreement is executed, which is the point in time that the performance obligation is satisfied. Any commission and other payments received in advance are deferred until the satisfaction of the performance obligation. Corresponding agent commission expenses, including any advance commission or other direct expense payments, are deferred and recognized as cost of sales concurrently with related revenues.

The Company’s Real Estate revenue contracts with customers do not have multiple material performance obligations to customers under Topic 606, except for contracts in the Company’s development marketing business. Contracts in the development marketing business provide the Company with the exclusive right to sell units in a subject property for a commission fee per unit sold calculated as a percentage of the sales price of each unit. Accordingly, a performance obligation exists for each unit in the development marketing property under contract, and a portion of the total contract transaction price is allocated to and recognized at the time each unit is sold.

The total contract transaction price is allocated to each unit in the subject property and recognized when the performance obligation, i.e. the sale of each unit, is satisfied. Accordingly, the transaction price allocated to the remaining performance obligations for the development marketing business represents variable consideration allocated entirely to wholly unsatisfied performance obligations.

Under development marketing service arrangements, dedicated staff are required for a subject property and these costs are typically reimbursed from the customer through advance payments that are recoupable from future commission earnings. Advance payments received and associated direct costs paid are deferred, allocated to each unit in the subject property, and recognized at the time of the completed sale of each unit.

Development marketing service arrangements also include direct fulfillment costs incurred in advance of the satisfaction of the performance obligation. The Company capitalizes costs incurred in fulfilling a contract with a customer if the fulfillment costs 1) relate directly to an existing contract or anticipated contract, 2) generate or enhance resources that will be used to satisfy performance obligations in the future, and 3) are expected to be recovered. These costs are amortized over the estimated customer relationship period which is the contract term. The Company uses an amortization method that is consistent with the pattern of transfer of goods or services to its customers by allocating these costs to each unit in the subject property and expensing these costs as each unit sold is closed over the contract.

Commission revenue is recognized at the time the performance obligation is met for commercial leasing contracts, which is when the lease agreement is executed, as there are no further performance obligations, including any amounts of future payments under extended payment terms.

Property management revenue arrangements consist of providing operational and administrative services to manage a subject property. Fees for these services are typically billed and collected monthly. Property management service fees are recognized as revenue over time using the output method as the performance obligations under the customer arrangement are satisfied each month.

Title insurance commission fee revenue is earned when the sale of the title insurance policy is completed, which corresponds to the point in time when the underlying real estate sale is completed, which is when the performance obligation is satisfied.

Disaggregation of Revenue

In the following table, revenue is disaggregated by major product line for the Tobacco segment:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2019		2018		2019		2018
Tobacco Segment Revenues:
Core Discount Brands - EAGLE 20’s, PYRAMID, GRAND PRIX, LIGGETT SELECT, and EVE	$	273,918	$	274,405	$	774,301	$	764,306
Other Brands	29,342		27,604		80,216		79,652
Total tobacco revenues	$	303,260	$	302,009	$	854,517	$	843,958

In the following table, revenue is disaggregated by major services line and primary geographical market for the Real Estate segment:

	Three Months Ended September 30, 2019
	New York City		Northeast		Southeast		West		Total
Real Estate Segment Revenues:
Commission brokerage income	$	73,081	$	47,066	$	25,008	$	27,770	$	172,925
Development marketing	6,920		—		7,614		3,992		18,526
Property management revenue	8,484		184		—		—		8,668
Title fees	—		1,049		—		—		1,049
Total Douglas Elliman revenue	88,485		48,299		32,622		31,762		201,168
Other real estate revenues	—		—		—		362		362
Total real estate revenues	$	88,485	$	48,299	$	32,622	$	32,124	$	201,530

	Three Months Ended September 30, 2018
	New York City		Northeast			Southeast		West		Total
Real Estate Segment Revenues:
Commission brokerage income	$	79,192	$	48,996		$	22,491	$	26,802	$	177,481
Development marketing	16,187		—			8,088		402		24,677
Property management revenue	8,528		(381		)	—		—		8,147
Title fees	—		1,174			—		—		1,174
Total Douglas Elliman revenue	103,907		49,789			30,579		27,204		211,479
Other real estate revenues	—		—			—		381		381
Total real estate revenues	$	103,907	$	49,789		$	30,579	$	27,585	$	211,860

	Nine Months Ended September 30, 2019
	New York City		Northeast		Southeast		West		Total
Real Estate Segment Revenues:
Commission brokerage income	$	243,061	$	118,057	$	79,303	$	77,952	$	518,373
Development marketing	41,024		—		10,680		4,021		55,725
Property management revenue	26,699		538		—		—		27,237
Title fees	—		4,682		—		—		4,682
Total Douglas Elliman revenue	310,784		123,277		89,983		81,973		606,017
Other real estate revenues	—		—		—		3,612		3,612
Total real estate revenues	$	310,784	$	123,277	$	89,983	$	85,585	$	609,629

	Nine Months Ended September 30, 2018
	New York City		Northeast		Southeast		West		Total
Real Estate Segment Revenues:
Commission brokerage income	$	215,775	$	124,902	$	78,798	$	76,313	$	495,788
Development marketing	37,356		252		13,169		645		51,422
Property management revenue	25,226				—		—		25,226
Title fees	—		4,085		—		—		4,085
Total Douglas Elliman revenue	278,357		129,239		91,967		76,958		576,521
Other real estate revenues	—		—		—		3,844		3,844
Total real estate revenues	$	278,357	$	129,239	$	91,967	$	80,802	$	580,365

Contract Balances

The following table provides information about contracts assets and contract liabilities from development marketing and commercial leasing contracts with customers:

	September 30, 2019		January 1, 2019
Receivables, which are included in accounts receivable - trade, net	$	2,378	$	2,050
Contract assets, net, which are included in other current assets	8,809		9,264
Payables, which are included in other current liabilities	1,311		1,082
Contract liabilities, which are included in other current liabilities	7,416		7,071
Contract assets, net, which are included in other assets	20,093		15,794
Contract liabilities, which are included in other liabilities	35,258		30,445

Receivables and payables relate to commission receivables and commissions payable from the Real Estate commercial leasing contracts for which the performance obligation has been satisfied, have extended payment terms and are expected to be received and paid in the next twelve months. Receivables increased $328 for the nine-month period ended September 30, 2019 primarily due to revenue accrued as performance obligations are satisfied of $2,780, offset by cash collections. Correspondingly, payables increased $229 primarily due to additional expense accruals as performance obligations are satisfied of $1,727, offset by cash payments.

Contract assets increased by $3,844 during the nine months ended September 30, 2019 due to $15,039 of payments made for direct fulfillment costs incurred in advance of the satisfaction of the performance obligations for Real Estate development marketing contracts, offset by costs recognized for units closed during the quarter.

Contract liabilities relate to payments received in advance of the performance obligations being satisfied under the contract for the Real Estate development marketing and are recognized as revenue at the points in time when the Company performs under the contract. Performance obligations related to the Real Estate development marketing contracts are considered satisfied when each unit is closed. Development marketing projects tend to span four to six years from the time the Company enters into the contract with the developer to the time that all of the sales of the units in a subject property are closed. The timing for sales closings are dependent upon several external factors outside the Company’s control, including but not limited to, economic factors, seller and buyer actions, construction timing and other real estate market factors. Accordingly, all contract liabilities and contract costs associated with development marketing are considered long-term until closing dates for unit sales are scheduled. As of September 30, 2019, the Company estimates approximately $7,416 of contract liabilities will be recognized as revenue within the next twelve months.

Contract liabilities increased by $5,158 during the nine months ended September 30, 2019 due to $16,377 of advance payments received from customer prior to the satisfaction of performance obligations for Real Estate development marketing contracts,

offset by revenue recognized for units sold during the quarter. The Company recognized revenue of $9,753 for the nine months ended September 30, 2019, that were included in the contract liabilities balances at January 1, 2019.

Topic 606 requires an entity to disclose the revenue recognized in the reporting period from performance obligations satisfied (or partially satisfied) in previous periods (for example, due to changes in transaction price). There was no revenue recognized relating to performance obligations satisfied or partially satisfied in prior periods for the three and nine months ended September 30, 2019 and 2018, respectively.

XML

Long-Term Investments

9 Months Ended

Sep. 30, 2019

Long-term Investments [Abstract]

Long-Term Investments

LONG-TERM INVESTMENTS

Long-term investments consisted of the following:

	September 30, 2019		December 31, 2018
Equity securities at fair value that qualify for the NAV practical expedient	$	52,384	$	54,628
Equity-method investments	14,531		11,631
	$	66,915	$	66,259

(a) Equity Securities at Fair Value That Qualify for the NAV Practical Expedient

The estimated fair value of the Company’s equity securities at fair value that qualify for the NAV practical expedient was provided by the partnerships based on the indicated market values of the underlying assets or investment portfolio. The investments in these investment partnerships are illiquid and the ultimate realization of these investments is subject to the performance of the underlying partnership and its management by the general partners. In accordance with Subtopic 820-10, these investments are not classified under the fair value hierarchy disclosed in Note 12 because they are investments measured at fair value using the NAV practical expedient.

(b) Equity-Method Investments:

Equity-method investments consisted of the following:

	September 30, 2019		December 31, 2018
Indian Creek Investors LP (“Indian Creek”)	$	665	$	1,167
Boyar Value Fund (“Boyar”)	9,362		8,384
Optika Fund LLC (“Optika”)	4,504		—
Ladenburg Thalmann Financial Services Inc. (“LTS”)	—		2,080
Castle Brands, Inc. (“Castle”)	—		—
	$	14,531	$	11,631

At September 30, 2019, the Company’s ownership percentages in Indian Creek, Boyar, LTS and Castle were 12.47%, 35.65%, 10.22% and 7.62%, respectively. During the third quarter of 2019, the Company contributed $5,000 to Optika and its ownership percentage in the fund was 10.76% at September 30, 2019. The Company accounted for its Indian Creek, Boyar and Optika interests as equity-method investments because the Company’s ownership percentage meets the threshold for equity-method accounting. The Company accounted for its LTS and Castle interests as equity-method investments because the Company has the ability to exercise significant influence over their operating and financial policies.

The fair value of the investment in Boyar, based on the quoted market price as of September 30, 2019, was $9,362, equal to its carrying value. At September 30, 2019, the aggregate fair values of the LTS and Castle investments, based on the quoted market price, were $36,003 and $16,248, respectively.

The Company received cash distributions of $1,495 and $1,231 from the Company’s equity-method investments for the nine months ended September 30, 2019 and 2018, respectively. The Company recognized equity in losses from equity-method investments of $468 and equity in earnings from equity-method investments of $3,230 for the three months ended September 30, 2019 and 2018, respectively. The Company recognized equity in losses from equity-method investments of $791 and equity in earnings from equity method investments of $9,205 for the nine months ended September 30, 2019 and 2018, respectively. The Company has suspended its recognition of equity in losses from LTS and Castle to the extent such losses exceed its basis.

On October 9, 2019, Castle was acquired pursuant to a cash tender offer of $1.27 per outstanding Common Share and,  in connection therewith, the Company tendered the entire amount of its 12,895,017 common shares of Castle.  The Company received $16,377 in October 2019 from the transaction that will be recognized in the fourth quarter.  At the closing of the transaction, the Company’s Executive Vice President resigned as President and Chief Executive Officer of Castle and the Company’s management agreement with Castle was cancelled.

If it is determined that an other-than-temporary decline in fair value exists in equity-method investments, the Company records an impairment charge with respect to such investment in its condensed consolidated statements of operations. The Company will continue to perform additional assessments to determine the impact, if any, on the Company’s condensed consolidated financial statements. Thus, future impairment charges may occur.

The equity-method investments are carried on the condensed consolidated balance sheet at cost under the equity method of accounting. The fair values disclosed above for Boyar, LTS and Castle would be classified as Level 1 under the fair value hierarchy disclosed in Note 12 if such assets were recorded on the condensed consolidated balance sheet at fair value. The fair values are based on quoted prices for identical assets in active markets or inputs that are based upon quoted prices for similar instruments in active markets.

The estimated fair value of the Company’s investments in Indian Creek and Optika represents the NAV per share and was provided by the partnership based on the indicated market value of the underlying assets or investment portfolio. The investments are illiquid and their ultimate realization is subject to the performance of the underlying partnership and their management by the general partners. In accordance with Subtopic 820-10, these investments would not be classified under the fair value hierarchy disclosed in Note 12 if the assets were recorded on the condensed consolidated balance sheet at fair value because they are measured at fair value using the NAV practical expedient.

XML

Employee Benefit Plans

9 Months Ended

Sep. 30, 2019

Retirement Benefits [Abstract]

Employee Benefit Plans

EMPLOYEE BENEFIT PLANS

The following table summarizes key information related to the Company’s pension plans and other postretirement benefits:

	Pension Benefits						Pension Benefits						Other Postretirement Benefits						Other Postretirement Benefits
	Three Months Ended						Nine Months Ended						Three Months Ended						Nine Months Ended
	September 30,						September 30,						September 30,						September 30,
	2019			2018			2019			2018			2019			2018			2019			2018
Service cost — benefits earned during the period	$	133		$	147		$	400		$	441		$	—		$	2		$	1		$	3
Interest cost on projected benefit obligation	1,215			1,124			3,645			3,370			87			82			260			246
Expected return on assets	(1,218		)	(1,393		)	(3,655		)	(4,179		)	—			—			—			—
Amortization of prior service cost	—			—			—			—			1			—			3			—
Amortization of net loss (gain)	500			451			1,502			1,354			(9		)	(10		)	(63		)	(30		)
Net expense	$	630		$	329		$	1,892		$	986		$	79		$	74		$	201		$	219

The service cost component of net periodic benefit expense is recorded in Operating, selling, administrative and general expenses in the condensed consolidated statements of income while the other components are recorded in Other, net.

XML

Contingencies (MSA and Other State Settlement Agreements) (Details)		9 Months Ended	25 Months Ended
	Dec. 28, 2017 USD ($)	Sep. 30, 2019 USD ($) sponsorship	Mar. 31, 1998 USD ($) state
Health Care Cost Recovery Actions
Loss Contingencies [Line Items]
Number of states with settled litigation | state			46
Number of brand name sponsorships allowed | sponsorship		1
Brand name sponsorship period		12 months
Annual payment requirement			$ 9,000,000,000
Liggett
Loss Contingencies [Line Items]
Number of states with settled litigation | state			45
Liggett | Health Care Cost Recovery Actions
Loss Contingencies [Line Items]
Estimated litigation liability		$ 0
Percentage of cigarettes sales exceeds market share exemption		1.65%
Vector Tobacco | Health Care Cost Recovery Actions
Loss Contingencies [Line Items]
Estimated litigation liability		$ 0
Percentage of cigarettes sales exceeds market share exemption		0.28%
Liggett and Vector Tobacco | Health Care Cost Recovery Actions
Loss Contingencies [Line Items]
Estimated litigation liability		$ 166,000,000
Payments for legal settlements	$ 132,500,000
Product Concentration Risk | Sales Revenue | Liggett and Vector Tobacco
Loss Contingencies [Line Items]
Concentration risk percentage		4.00%

XML

Condensed Consolidating Financial Information (Balance Sheets) (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Jun. 30, 2019	Dec. 31, 2018	Sep. 30, 2018	Jun. 30, 2018	Dec. 31, 2017
Current assets:
Cash and cash equivalents	$ 319,298		$ 584,581
Investment securities at fair value	140,690		131,569
Accounts receivable - trade, net	42,653		34,246
Intercompany receivables	0		0
Inventories	99,179		90,997
Income taxes receivable, net	0		0
Other current assets	32,548		30,828
Total current assets	634,368		872,221
Property, plant and equipment, net	83,932		86,736
Investments in real estate, net	28,009		26,220
Long-term investments (of which $52,384 and $54,628 were carried at fair value)	66,915		66,259
Investments in real estate ventures	159,569		141,105
Operating lease right of use assets	148,387
Investments in consolidated subsidiaries	0		0
Goodwill and other intangible assets, net	266,034		266,611
Other assets	99,470		90,352
Total assets	1,486,684		1,549,504
Current liabilities:
Current portion of notes payable and long-term debt	239,867		256,134
Current portion of fair value of derivatives embedded within convertible debt	11,105		6,635
Current portion of employee benefits			0
Intercompany payables	0		0
Income taxes payable, net	29,427		5,252
Litigation accruals and current payments due under the Master Settlement Agreement	132,377		36,561
Current operating lease liability	19,344
Other current liabilities	174,722		180,338
Total current liabilities	606,842		484,920
Notes payable, long-term debt and other obligations, less current portion	1,178,241		1,386,697
Fair value of derivatives embedded within convertible debt	0		24,789
Non-current employee benefits	62,560		61,288
Deferred income taxes, net	34,378		37,411
Non-current operating lease liability	154,254
Other liabilities, primarily litigation accruals and payments due under the Master Settlement Agreement	79,082		101,765
Total liabilities	2,115,357		2,096,870
Commitments and contingencies
Total Vector Group Ltd. stockholders' deficiency	(629,161)		(548,059)
Non-controlling interest	488		693
Total stockholders' deficiency	(628,673)	$ (606,696)	(547,366)	$ (472,450)	$ (428,719)	$ (331,760)
Total liabilities and stockholders' deficiency	1,486,684		1,549,504
Consolidating Adjustments
Current assets:
Cash and cash equivalents	0		0
Investment securities at fair value	0		0
Accounts receivable - trade, net	0		0
Intercompany receivables	(43,701)		(38,391)
Inventories	0		0
Income taxes receivable, net	(128)		(1,268)
Other current assets	0		0
Total current assets	(43,829)		(39,659)
Property, plant and equipment, net	0		0
Investments in real estate, net	0		0
Long-term investments (of which $52,384 and $54,628 were carried at fair value)	0		0
Investments in real estate ventures	0		0
Operating lease right of use assets	0
Investments in consolidated subsidiaries	(698,195)		(683,401)
Goodwill and other intangible assets, net	0		0
Other assets	(497)		0
Total assets	(742,521)		(723,060)
Current liabilities:
Current portion of notes payable and long-term debt	(7,500)		0
Current portion of fair value of derivatives embedded within convertible debt	0		0
Current portion of employee benefits			0
Intercompany payables	(43,701)		(38,391)
Income taxes payable, net	(128)		(1,268)
Litigation accruals and current payments due under the Master Settlement Agreement	0		0
Current operating lease liability	0
Other current liabilities	(673)		0
Total current liabilities	(52,002)		(39,659)
Notes payable, long-term debt and other obligations, less current portion	(22,500)		0
Fair value of derivatives embedded within convertible debt			0
Non-current employee benefits	0		0
Deferred income taxes, net	0		0
Non-current operating lease liability	0
Other liabilities, primarily litigation accruals and payments due under the Master Settlement Agreement	(5,204)		0
Total liabilities	(79,706)		(39,659)
Commitments and contingencies
Total Vector Group Ltd. stockholders' deficiency	(662,815)		(683,401)
Non-controlling interest	0		0
Total stockholders' deficiency	(662,815)		(683,401)
Total liabilities and stockholders' deficiency	(742,521)		(723,060)
Parent/Issuer | Reportable Legal Entities
Current assets:
Cash and cash equivalents	131,517		474,880
Investment securities at fair value	140,690		131,569
Accounts receivable - trade, net	0		0
Intercompany receivables	43,701		38,391
Inventories	0		0
Income taxes receivable, net	0		0
Other current assets	650		1,500
Total current assets	316,558		646,340
Property, plant and equipment, net	343		506
Investments in real estate, net	0		0
Long-term investments (of which $52,384 and $54,628 were carried at fair value)	66,915		66,259
Investments in real estate ventures	0		0
Operating lease right of use assets	7,358
Investments in consolidated subsidiaries	450,973		431,288
Goodwill and other intangible assets, net	0		0
Other assets	14,948		14,616
Total assets	857,095		1,159,009
Current liabilities:
Current portion of notes payable and long-term debt	217,894		226,343
Current portion of fair value of derivatives embedded within convertible debt	11,105		6,635
Current portion of employee benefits			0
Intercompany payables	0		0
Income taxes payable, net	25,064		5,257
Litigation accruals and current payments due under the Master Settlement Agreement	0		0
Current operating lease liability	693
Other current liabilities	40,861		55,915
Total current liabilities	295,617		294,150
Notes payable, long-term debt and other obligations, less current portion	1,155,622		1,354,219
Fair value of derivatives embedded within convertible debt			24,789
Non-current employee benefits	47,124		45,615
Deferred income taxes, net	(19,991)		(13,084)
Non-current operating lease liability	7,625
Other liabilities, primarily litigation accruals and payments due under the Master Settlement Agreement	259		1,379
Total liabilities	1,486,256		1,707,068
Commitments and contingencies
Total Vector Group Ltd. stockholders' deficiency	(629,161)		(548,059)
Non-controlling interest	0		0
Total stockholders' deficiency	(629,161)		(548,059)
Total liabilities and stockholders' deficiency	857,095		1,159,009
Subsidiary Guarantors | Reportable Legal Entities
Current assets:
Cash and cash equivalents	108,713		23,308
Investment securities at fair value	0		0
Accounts receivable - trade, net	17,916		15,440
Intercompany receivables	0		0
Inventories	99,179		90,997
Income taxes receivable, net	0		0
Other current assets	7,069		7,599
Total current assets	232,877		137,344
Property, plant and equipment, net	35,217		38,562
Investments in real estate, net	0		0
Long-term investments (of which $52,384 and $54,628 were carried at fair value)	0		0
Investments in real estate ventures	0		0
Operating lease right of use assets	4,933
Investments in consolidated subsidiaries	247,222		252,113
Goodwill and other intangible assets, net	107,511		107,511
Other assets	39,453		38,154
Total assets	667,213		573,684
Current liabilities:
Current portion of notes payable and long-term debt	21,774		29,480
Current portion of fair value of derivatives embedded within convertible debt	0		0
Current portion of employee benefits			0
Intercompany payables	259		479
Income taxes payable, net	4,491		1,263
Litigation accruals and current payments due under the Master Settlement Agreement	132,377		36,561
Current operating lease liability	1,949
Other current liabilities	74,776		73,279
Total current liabilities	235,626		141,062
Notes payable, long-term debt and other obligations, less current portion	22,594		2,349
Fair value of derivatives embedded within convertible debt			0
Non-current employee benefits	15,436		15,673
Deferred income taxes, net	22,048		17,732
Non-current operating lease liability	3,579
Other liabilities, primarily litigation accruals and payments due under the Master Settlement Agreement	42,537		38,179
Total liabilities	341,820		214,995
Commitments and contingencies
Total Vector Group Ltd. stockholders' deficiency	325,393		358,689
Non-controlling interest	0		0
Total stockholders' deficiency	325,393		358,689
Total liabilities and stockholders' deficiency	667,213		573,684
Subsidiary Non-Guarantors | Reportable Legal Entities
Current assets:
Cash and cash equivalents	79,068		86,393
Investment securities at fair value	0		0
Accounts receivable - trade, net	24,737		18,806
Intercompany receivables	0		0
Inventories	0		0
Income taxes receivable, net	128		1,268
Other current assets	24,829		21,729
Total current assets	128,762		128,196
Property, plant and equipment, net	48,372		47,668
Investments in real estate, net	28,009		26,220
Long-term investments (of which $52,384 and $54,628 were carried at fair value)	0		0
Investments in real estate ventures	159,569		141,105
Operating lease right of use assets	136,096
Investments in consolidated subsidiaries	0		0
Goodwill and other intangible assets, net	158,523		159,100
Other assets	45,566		37,582
Total assets	704,897		539,871
Current liabilities:
Current portion of notes payable and long-term debt	7,699		311
Current portion of fair value of derivatives embedded within convertible debt	0		0
Current portion of employee benefits			0
Intercompany payables	43,442		37,912
Income taxes payable, net	0		0
Litigation accruals and current payments due under the Master Settlement Agreement	0		0
Current operating lease liability	16,702
Other current liabilities	59,758		51,144
Total current liabilities	127,601		89,367
Notes payable, long-term debt and other obligations, less current portion	22,525		30,129
Fair value of derivatives embedded within convertible debt			0
Non-current employee benefits	0		0
Deferred income taxes, net	32,321		32,763
Non-current operating lease liability	143,050
Other liabilities, primarily litigation accruals and payments due under the Master Settlement Agreement	41,490		62,207
Total liabilities	366,987		214,466
Commitments and contingencies
Total Vector Group Ltd. stockholders' deficiency	337,422		324,712
Non-controlling interest	488		693
Total stockholders' deficiency	337,910		325,405
Total liabilities and stockholders' deficiency	$ 704,897		$ 539,871

XML

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Income Tax Disclosure [Abstract]
Income before provision for income taxes	$ 49,744	$ 29,714	$ 128,292	$ 67,082
Income tax expense using estimated annual effective income tax rate	14,844	15,194	38,378	33,809
Changes in effective tax rates	(785)	1,895	0	0
Change in estimate for the impact of Tax Cuts and Jobs Act of 2017	0	(162)	0	(1,971)
Impact of discrete items, net	(323)	(2,241)	(434)	(2,444)
Income tax expense	$ 13,736	$ 14,686	$ 37,944	$ 29,394

XML

Contingencies (Cautionary Statement About Engle Progeny Cases) (Details) $ in Thousands		1 Months Ended
	Nov. 21, 1996 USD ($)	Sep. 30, 2017 USD ($)	Jun. 30, 2017 USD ($)	Dec. 31, 2016 USD ($)	Oct. 31, 2013 USD ($)	Sep. 30, 2019 case
Loss Contingencies [Line Items]
Amount of litigation settlement awarded to other party | $	$ 145,000,000
Liggett
Loss Contingencies [Line Items]
Amount of litigation settlement awarded to other party | $	$ 790,000
Liggett | Engle Progeny Cases
Loss Contingencies [Line Items]
Amount of litigation settlement awarded to other party | $		$ 4,100	$ 1,400	$ 17,650	$ 110,000
Cases with verdicts						25
Cases with verdicts in favor of plaintiffs						16
Cases with verdicts in favor of defendants						9
Cases with verdicts in favor of plaintiffs and punitive damages awarded						5

XML

Notes Payable, Long-Term Debt and Other Obligations (Non-Cash Interest Expense) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Debt Disclosure [Abstract]
Amortization of debt discount, net	$ 5,746	$ 22,871	$ 19,718	$ 61,450
Amortization of debt issuance costs	1,089	3,158	3,327	8,783
Non-cash interest expense	$ 6,835	$ 26,029	$ 23,045	$ 70,233

XML

Contingencies (Other State Settlements) (Details)		1 Months Ended			12 Months Ended		25 Months Ended
	Nov. 21, 1996 USD ($)	Sep. 30, 2019 USD ($)	Jul. 31, 2019 USD ($)	Jan. 31, 2016 USD ($)	Dec. 31, 2010 USD ($)	Dec. 31, 2003 USD ($)	Mar. 31, 1998 USD ($) state	Mar. 21, 2019 USD ($)
Loss Contingencies [Line Items]
Amount of litigation settlement awarded to other party	$ 145,000,000,000
Health Care Cost Recovery Actions
Loss Contingencies [Line Items]
Annual payment requirement							$ 9,000,000,000
Liggett
Loss Contingencies [Line Items]
Amount of litigation settlement awarded to other party	$ 790,000,000
Liggett | Health Care Cost Recovery Actions
Loss Contingencies [Line Items]
Number of states not included in settlement agreement | state							4
Minnesota | Liggett | Health Care Cost Recovery Actions
Loss Contingencies [Line Items]
Annual payment requirement						$ 100,000
Florida | Liggett | Health Care Cost Recovery Actions
Loss Contingencies [Line Items]
Annual payment requirement					$ 250,000
Amount of litigation settlement awarded to other party					$ 1,200,000
Years annual payments required					21 years
Years annual payments required that are subject to inflation adjustment					12 years
Mississippi | Liggett | Health Care Cost Recovery Actions
Loss Contingencies [Line Items]
Damages sought		$ 17,500,000	$ 14,400,000	$ 27,000,000
Proceeds that should not be included in income								$ 294,000,000
Percent of income entitled								0.50%

XML

Leases - Supplemental Balance Sheet Information (Details) $ in Thousands	Sep. 30, 2019 USD ($)
Operating leases:
Operating lease right-of-use assets	$ 148,387
Current operating lease liability	19,344
Non-current operating lease liability	154,254
Total operating lease liabilities	173,598
Finance leases:
Finance lease at cost	127
Accumulated amortization	(13)
Finance lease net	114
Current portion of notes payable and long-term debt	110
Notes payable, long-term debt and other obligations, less current portion	120
Total finance lease liabilities	$ 230
Weighted average remaining lease term:
Operating leases	8 years 7 months 17 days
Finance leases	3 years
Weighted average discount rate:
Operating leases	10.78%
Finance leases	8.41%
Financing lease equipment
Finance leases:
Finance lease at cost	$ 762
Accumulated amortization	(642)
Finance lease net	$ 120

XML

Inventories (Narrative) (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2019	Dec. 31, 2018
Inventory [Line Items]
LIFO adjustments	$ 22,038	$ 21,538
Capitalized MSA cost in finished goods inventory	18,758	16,001
Inventories
Inventory [Line Items]
Federal excise tax in inventory	27,674	26,419
Liggett | Inventories
Inventory [Line Items]
Purchase commitments	17,318
Leaf tobacco
Inventory [Line Items]
LIFO adjustments	15,432	14,932
Other raw materials
Inventory [Line Items]
LIFO adjustments	219	219
Work-in-process
Inventory [Line Items]
LIFO adjustments	25	25
Finished goods
Inventory [Line Items]
LIFO adjustments	$ 6,362	$ 6,362

XML

Segment Information (Tables)

9 Months Ended

Sep. 30, 2019

Segment Reporting [Abstract]

Financial information for the company's operations before taxes

Financial information for the Company’s operations before taxes and non-controlling interests for the three and nine months ended September 30, 2019 and 2018 were as follows:

				Real				Corporate
	Tobacco			Estate				and Other			Total
Three months ended September 30, 2019
Revenues	$	303,260		$	201,530			$	—		$	504,790
Operating income (loss)	72,799		(1)	628				(6,707		)	66,720
Equity in earnings from real estate ventures	—			8,050				—			8,050
Depreciation and amortization	1,941			2,240				249			4,430
Three months ended September 30, 2018
Revenues	$	302,009		$	211,860			$	—		$	513,869
Operating income (loss)	63,259			9,115				(6,356		)	66,018
Equity in earnings from real estate ventures	—			294				—			294
Depreciation and amortization	2,059			2,398				250			4,707
Nine months ended September 30, 2019
Revenues	$	854,517		$	609,629			$	—		$	1,464,146
Operating income (loss)	201,594		(2)	4,672				(20,712		)	185,554
Equity in earnings from real estate ventures	—			12,002				—			12,002
Depreciation and amortization	5,848			6,765				749			13,362
Capital expenditures	3,425			6,733				—			10,158
Nine months ended September 30, 2018
Revenues	$	843,958		$	580,365			$	—		$	1,424,323
Operating income (loss)	189,185		(3)	6,222			(4)	(19,444		)	175,963
Equity in losses from real estate ventures	—			(8,378		)		—			(8,378		)
Depreciation and amortization	6,171			7,105				767			14,043
Capital expenditures	4,175			8,356				15			12,546

⁽¹⁾  Operating income includes $240 of litigation settlement and judgment expense.

⁽²⁾  Operating income includes $895 of litigation settlement and judgment expense.

⁽³⁾   Operating income includes $6,298 of income from a settlement of a long-standing dispute related to the Master Settlement Agreement, and $525 of litigation settlement and judgment expense.

⁽⁴⁾ 

Operating income includes $2,469 of litigation settlement and judgment income.

XML

Contingencies (Tables)

9 Months Ended

Sep. 30, 2019

Commitments and Contingencies Disclosure [Abstract]

Schedule of contingencies

The activity in the Company’s accruals for the MSA and tobacco litigation for the nine months ended September 30, 2019 was as follows:

	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	125,911			895			126,806			—		—			—
Change in MSA obligations capitalized as inventory	2,756			—			2,756			—		—			—
Payments	(31,959		)	(355		)	(32,314		)	—		—			—
Reclassification to/(from) non-current liabilities	(892		)	3,338			2,446			892		(3,338		)	(2,446		)
Interest on withholding	—			187			187			—		1,600			1,600
Balance as of September 30, 2019	$	132,377		$	4,375		$	136,752		$	17,275	$	20,056		$	37,331

The activity in the Company’s accruals for the MSA and tobacco litigation for the nine months ended September 30, 2018 were as follows:

	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, 2018	$	12,385		$	260		$	12,645		$	21,479		$	19,840		$	41,319
Expenses	127,510			575			128,085			—			—			—
NPM Settlement adjustment	(595		)	—			(595		)	(5,703		)	—			(5,703		)
Change in MSA obligations capitalized as inventory	605			—			605			—			—			—
Payments	(9,463		)	(825		)	(10,288		)	(40		)	—			(40		)
Reclassification to/(from) non-current liabilities	(647		)	218			(429		)	647			(218		)	429
Interest on withholding	—			26			26			—			1,602			1,602
Balance as of September 30, 2018	$	129,795		$	254		$	130,049		$	16,383		$	21,224		$	37,607

The following table lists the number of Individual Actions by state:

State	Number of Cases
Florida	25
Illinois	7
Louisiana	2
New York	2
West Virginia	2
Nevada	1
Ohio	1

XML

Contingencies

9 Months Ended

Sep. 30, 2019

Commitments and Contingencies Disclosure [Abstract]

Contingencies

CONTINGENCIES

Tobacco-Related Litigation:

Overview. Since 1954, Liggett and other United States cigarette manufacturers have been named as defendants in numerous direct, third-party and purported class actions predicated on the theory that cigarette manufacturers should be liable for damages alleged to have been caused by cigarette smoking or by exposure to secondary smoke from cigarettes. The cases have generally fallen into the following categories: (i) smoking and health cases alleging personal injury brought on behalf of individual plaintiffs (“Individual Actions”); (ii) lawsuits by individuals requesting the benefit of the Engle ruling (“Engle progeny cases”); (iii) smoking and health cases primarily alleging personal injury or seeking court-supervised programs for ongoing medical monitoring, as well as cases alleging that use of the terms “lights” and/or “ultra lights” constitutes a deceptive and unfair trade practice, common law fraud or violation of federal law, purporting to be brought on behalf of a class of individual plaintiffs (“Class Actions”); and (iv) health care cost recovery actions brought by various foreign and domestic governmental plaintiffs and non-governmental plaintiffs seeking reimbursement for health care expenditures allegedly caused by cigarette smoking and/or disgorgement of profits (“Health Care Cost Recovery Actions”). The future financial impact of the risks and expenses of litigation are not quantifiable. For the nine months ended September 30, 2019 and 2018, Liggett incurred tobacco product liability legal expenses and costs totaling $5,627 and $5,256, respectively. The tobacco product liability legal expenses and costs are included in the operating, selling, administrative and general expenses and litigation settlement and judgment expense line items in the Condensed Consolidated Statements of Operations. Legal defense costs are expensed as incurred.

Litigation is subject to uncertainty and it is possible that there could be adverse developments in pending cases. With the commencement of new cases, the defense costs and the risks relating to the unpredictability of litigation increase. Management reviews on a quarterly basis with counsel all pending litigation and evaluates the probability of a loss being incurred and whether an estimate can be made of the possible loss or range of loss that could result from an unfavorable outcome. An unfavorable outcome or settlement of pending tobacco-related litigation could encourage the commencement of additional litigation. Damages awarded in tobacco-related litigation can be significant.

Bonds. Although Liggett has been able to obtain required bonds or relief from bonding requirements in order to prevent plaintiffs from seeking to collect judgments while adverse verdicts are on appeal, there remains a risk that such relief may not be obtainable in all cases. This risk has been reduced given that a majority of states now limit the dollar amount of bonds or require no bond at all. As of September 30, 2019, to obtain a stay of the judgment pending the appeal of the Santoro case, Liggett had secured $535 in bonds.

In June 2009, Florida amended its existing bond cap statute by adding a $200,000 bond cap that applies to all Engle progeny cases in the aggregate and establishes individual bond caps for individual Engle progeny cases in amounts that vary depending on the number of judgments in effect at a given time. The maximum amount of any such bond for an appeal in the Florida state courts will be no greater than $5,000. In several cases, plaintiffs challenged the constitutionality of the bond cap statute, but to date the courts have upheld the constitutionality of the statute. It is possible that the Company’s consolidated financial position, results of operations, and cash flows could be materially adversely affected by an unfavorable outcome of such challenges.

Accounting Policy. The Company and its subsidiaries record provisions in their consolidated financial statements for pending litigation when they determine that an unfavorable outcome is probable and the amount of loss can be reasonably estimated. At the present time, while it is reasonably possible that an unfavorable outcome in a case may occur, except as discussed in this Note 9: (i) management has concluded that it is not probable that a loss has been incurred in any of the pending tobacco-related cases; or (ii) management is unable to reasonably estimate the possible loss or range of loss that could result from an unfavorable outcome of any of the pending tobacco-related cases and, therefore, management has not provided any amounts in the consolidated financial statements for unfavorable outcomes, if any.

Although Liggett has generally been successful in managing the litigation filed against it, litigation is subject to uncertainty and significant challenges remain, including with respect to the remaining Engle progeny cases. There can be no assurances that Liggett’s past litigation experience will be representative of future results. Judgments have been entered against Liggett in the past, in Individual Actions and Engle progeny cases, and several of those judgments were affirmed on appeal and satisfied by Liggett. It is possible that the consolidated financial position, results of operations and cash flows of the Company could be materially adversely affected by an unfavorable outcome or settlement of any of the remaining smoking-related litigation. Liggett believes, and has been so advised by counsel, that it has valid defenses to the litigation pending against it, as well as valid bases for appeal of adverse verdicts. All such cases are and will continue to be vigorously defended. Liggett has entered into settlement discussions in individual cases or groups of cases where Liggett has determined it was in its best interest to do so, and it may

continue to do so in the future. As cases proceed through the appellate process, the Company will consider accruals on a case-by-case basis if an unfavorable outcome becomes probable and the amount can be reasonably estimated.

Individual Actions

As of September 30, 2019, there were 40 Individual Actions pending against Liggett, where one or more individual plaintiffs allege injury resulting from cigarette smoking, addiction to cigarette smoking or exposure to secondary smoke and seek compensatory and, in some cases, punitive damages. These cases do not include the remaining Engle progeny cases or the individual cases pending in West Virginia state court as part of a consolidated action. The following table lists the number of Individual Actions by state:

State	Number of Cases
Florida	25
Illinois	7
Louisiana	2
New York	2
West Virginia	2
Nevada	1
Ohio	1

The plaintiffs’ allegations of liability in cases in which individuals seek recovery for injuries allegedly caused by cigarette smoking are based on various theories of recovery, including negligence, gross negligence, breach of special duty, strict liability, fraud, concealment, misrepresentation, design defect, failure to warn, breach of express and implied warranties, conspiracy, aiding and abetting, concert of action, unjust enrichment, common law public nuisance, property damage, invasion of privacy, mental anguish, emotional distress, disability, shock, indemnity, violations of deceptive trade practice laws, the federal Racketeer Influenced and Corrupt Organizations Act (“RICO”), state RICO statutes and antitrust statutes. In many of these cases, in addition to compensatory damages, plaintiffs also seek other forms of relief including treble/multiple damages, medical monitoring, disgorgement of profits and punitive damages. Although alleged damages often are not determinable from a complaint, and the law governing the pleading and calculation of damages varies from state to state and jurisdiction to jurisdiction, compensatory and punitive damages have been specifically pleaded in a number of cases, sometimes in amounts ranging into the hundreds of millions and even billions of dollars.

Defenses raised in Individual Actions include lack of proximate cause, assumption of the risk, comparative fault and/or contributory negligence, lack of design defect, statute of limitations, equitable defenses such as “unclean hands” and lack of benefit, failure to state a claim and federal preemption.

Engle Progeny Cases

In May 1994, the Engle case was filed as a class action against Liggett and others in Miami-Dade County, Florida. The class consisted of all Florida residents who, by November 21, 1996, “have suffered, presently suffer or have died from diseases and medical conditions caused by their addiction to cigarette smoking.” A trial was held and the jury returned a verdict adverse to the defendants (approximately $145,000,000 in punitive damages, including $790,000 against Liggett). Following an appeal to the Third District Court of Appeal, the Florida Supreme Court in July 2006 decertified the class on a prospective basis and affirmed the appellate court’s reversal of the punitive damages award. Former class members had until January 2008 to file individual lawsuits. As a result, Liggett and the Company, and other cigarette manufacturers, were sued in thousands of Engle progeny cases in both federal and state courts in Florida. Although the Company was not named as a defendant in the Engle case, it was named as a defendant in substantially all of the Engle progeny cases where Liggett was named as a defendant.

Cautionary Statement About Engle Progeny Cases. Since 2009, judgments have been entered against Liggett and other cigarette manufacturers in Engle progeny cases. A number of the judgments have been affirmed on appeal and satisfied by the defendants. Many have been overturned on appeal. As of September 30, 2019, 25 Engle progeny cases where Liggett was a defendant at trial resulted in verdicts.

There have been 16 verdicts returned in favor of the plaintiffs and nine in favor of Liggett. In five of the cases, punitive damages were awarded against Liggett. Several of the adverse verdicts were overturned on appeal and new trials were ordered. In certain cases, the judgments were entered jointly and severally with other defendants and Liggett may face the risk that one

or more co-defendants decline or otherwise fail to participate in the bonding required for an appeal or to pay their proportionate or jury-allocated share of a judgment. As a result, under certain circumstances, Liggett may have to pay more than its proportionate share of any bonding or judgment related amounts. Except as discussed in this Note 9, management is unable to estimate the possible loss or range of loss from the remaining Engle progeny cases as there are currently multiple defendants in each case and, in most cases, discovery has not occurred or is limited. As a result, the Company lacks information about whether plaintiffs are in fact Engle class members, the relevant smoking history, the nature of the alleged injury and the availability of various defenses, among other things. Further, plaintiffs typically do not specify the amount of their demand for damages. As cases proceed through the appellate process, the Company will consider accruals on a case-by-case basis if an unfavorable outcome becomes probable and the amount can be reasonably estimated.

Engle Progeny Settlements.

In October 2013, the Company and Liggett entered into a settlement with approximately 4,900 Engle progeny plaintiffs and their counsel. Pursuant to the terms of the settlement, Liggett agreed to pay a total of approximately $110,000, with $61,600 paid in an initial lump sum and the balance of $48,000 to be paid in installments over 14 years starting in February 2015. In exchange, the claims of these plaintiffs were dismissed with prejudice against the Company and Liggett. The Company’s future payments will be approximately $3,400 per annum through 2028, with a cost of living increase beginning in 2021.

In December 2016, the Company and Liggett entered into an agreement with 124 Engle progeny plaintiffs and their counsel. Pursuant to the terms of this settlement, Liggett agreed to pay $17,650, $14,000 of which was paid in December 2016 with the balance paid in December 2017. As a result of this settlement, the Company recorded a charge of $17,650 in the fourth quarter of 2016.

In June 2017, Liggett entered into an agreement to settle nine cases (eight Engle progeny cases and one Individual Action) for $1,400 and in September 2017 Liggett entered into an agreement to settle 20 Engle progeny cases for $4,100. As of September 30, 2019, Liggett (and in certain cases the Company) had, on an individual basis, settled an additional 187 Engle progeny cases for approximately $7,700 in the aggregate.

Notwithstanding the comprehensive nature of the Engle Progeny Settlements, 60 plaintiffs’ claims remain pending in state court. Therefore, the Company and Liggett may still be subject to periodic adverse judgments which could have a material adverse effect on the Company’s consolidated financial position, results of operations and cash flows.

Judgments Paid in Engle Progeny Cases.

As of September 30, 2019, Liggett had paid in the aggregate $39,773, including interest and attorneys’ fees, to satisfy the judgments in the following Engle progeny cases: Lukacs, Campbell, Douglas, Clay, Tullo, Ward, Rizzuto, Lambert and Buchanan. An adverse verdict against Liggett for $160 in Santoro is currently on appeal.

Maryland Cases

Liggett was a defendant in 16 multi-defendant personal injury cases in Maryland alleging claims arising from asbestos and tobacco exposure (“synergy cases”). In July 2016, the Court of Appeals (Maryland’s highest court) ruled that joinder of tobacco and asbestos cases may be possible in certain circumstances, but plaintiffs must demonstrate at the trial court level how such cases may be joined while providing appropriate safeguards to prevent embarrassment, delay, expense or prejudice to defendants and “the extent to which, if at all, the special procedures applicable to asbestos cases should extend to tobacco companies.” The Court of Appeals remanded these issues to be determined at the trial court level. In June 2017, the trial court issued an order dismissing all synergy cases against the tobacco defendants, including Liggett, without prejudice. Plaintiffs may seek appellate review or file new cases against the tobacco companies.

Liggett Only Cases  

There are currently two cases pending where Liggett is the sole defendant: Cowart, a Florida Individual Action and Cohn, an Engle progeny case. Cohn is set for trial in April 2020. It is possible that cases where Liggett is the only defendant could increase as a result of the remaining Engle progeny cases and newly filed Individual Actions.

Class Actions

As of September 30, 2019, three actions were pending for which either a class had been certified or plaintiffs were seeking class certification where Liggett is a named defendant, although the West Virginia case, described below, has been settled, pending final documentation. Other cigarette manufacturers are also named in the two remaining cases.

Plaintiffs’ allegations of liability in class action cases are based on various theories of recovery, including negligence, gross negligence, strict liability, fraud, misrepresentation, design defect, failure to warn, nuisance, breach of express and implied warranties, breach of special duty, conspiracy, concert of action, violation of deceptive trade practice laws and consumer protection statutes and claims under the federal and state anti-racketeering statutes. Plaintiffs in the class actions seek various forms of relief, including compensatory and punitive damages, treble/multiple damages and other statutory damages and penalties, creation of medical monitoring and smoking cessation funds, disgorgement of profits, and injunctive and equitable relief.

Defenses raised in these cases include, among others, lack of proximate cause, individual issues predominate, assumption of the risk, comparative fault and/or contributory negligence, statute of limitations and federal preemption.

In November 1997, in Young v. American Tobacco Co., a purported personal injury class action was commenced on behalf of plaintiff and all similarly situated residents in Louisiana who, though not themselves cigarette smokers, allege they were exposed to secondhand smoke from cigarettes that were manufactured by the defendants, including Liggett, and suffered injury as a result of that exposure. The plaintiffs seek to recover an unspecified amount of compensatory and punitive damages. No class certification hearing has been held. The stay order entered on March 16, 2016 stays the case pending completion of the smoking cessation program ordered by the court in Scott v. The American Tobacco Co.

In February 1998, in Parsons v. AC & S Inc., a purported class action was commenced on behalf of all West Virginia residents who allegedly have claims arising from their exposure to cigarette smoke and asbestos fibers. The operative complaint seeks to recover unspecified compensatory and punitive damages on behalf of the putative class. The case is stayed as a result of the December 2000 bankruptcy of three of the defendants.

Although not technically a class action, in In Re: Tobacco Litigation (Personal Injury Cases), a West Virginia state court consolidated approximately 750 individual smoker actions that were pending prior to 2001 for trial of certain “common” issues. Liggett was severed from that trial. In May 2013, the jury rejected all but one of the plaintiffs’ claims against the non-Liggett defendants, finding in favor of plaintiffs on the claim that ventilated filter cigarettes between 1964 and July 1, 1969 should have included instructions on how to use them. The court entered judgment in October 2013, dismissing all claims against the non-Liggett defendants except the ventilated filter claim on behalf of 30 plaintiffs. Subsequently, these claims were settled by the non-Liggett defendants.

In May 2016, the trial court ruled that the case could proceed against Liggett, notwithstanding the outcome of the first phase of the trial against the non-Liggett defendants. In June 2019, Liggett settled the litigation, subject to court approval. A hearing is scheduled in December 2019. Liggett accrued for this matter in the second quarter of 2019.

Health Care Cost Recovery Actions

As of September 30, 2019, one Health Care Cost Recovery Action was pending against Liggett, Crow Creek Sioux Tribe v. American Tobacco Company, a South Dakota case filed in 1997, where the plaintiff seeks to recover damages from Liggett and other cigarette manufacturers based on various theories of recovery as a result of alleged sales of tobacco products to minors. The case is dormant.

The claims asserted in health care cost recovery actions vary, but can include the equitable claim of indemnity, common law claims of negligence, strict liability, breach of express and implied warranty, breach of special duty, fraud, negligent misrepresentation, conspiracy, public nuisance, claims under state and federal statutes governing consumer fraud, antitrust, deceptive trade practices and false advertising, and claims under RICO. Although no specific damage amounts are typically pleaded, it is possible that requested damages might be in the billions of dollars. In these cases, plaintiffs typically assert equitable claims that the tobacco industry was “unjustly enriched” by their payment of health care costs allegedly attributable to smoking and seek reimbursement of those costs. Relief sought by some, but not all, plaintiffs include punitive damages, multiple damages

and other statutory damages and penalties, injunctions prohibiting alleged marketing and sales to minors, disclosure of research, disgorgement of profits, funding of anti-smoking programs, additional disclosure of nicotine yields, and payment of attorney and expert witness fees.

Department of Justice Lawsuit

In September 1999, the United States government commenced litigation against Liggett and other cigarette manufacturers in the United States District Court for the District of Columbia. The action sought to recover, among other things, an unspecified amount of health care costs paid and to be paid by the federal government for smoking-related illnesses allegedly caused by the fraudulent and tortious conduct of defendants. In August 2006, the trial court entered a Final Judgment against each of the cigarette manufacturing defendants, except Liggett. The judgment was affirmed on appeal. As a result, the cigarette manufacturing defendants, other than Liggett, are now subject to the trial court’s Final Judgment which ordered, among other things, the issuance of “corrective statements” in various media regarding the adverse health effects of smoking, the addictiveness of smoking and nicotine, the lack of any significant health benefit from smoking “low tar” or “lights” cigarettes, defendants’ manipulation of cigarette design to ensure optimum nicotine delivery and the adverse health effects of exposure to environmental tobacco smoke.

Upcoming Trials

As of September 30, 2019, there were two Individual Actions and three Engle Progeny cases scheduled for trial through September 30, 2020, where Liggett (and/or the Company) is a named defendant. Trial dates are subject to change and additional cases could be set for trial during this time.

MSA and Other State Settlement Agreements

In March 1996, March 1997 and March 1998, Liggett entered into settlements of smoking-related litigation with 45 states and territories. The settlements released Liggett from all smoking-related claims made by those states and territories, including claims for health care cost reimbursement and claims concerning sales of cigarettes to minors.

In November 1998, Philip Morris, R.J. Reynolds and two other companies (the “Original Participating Manufacturers” or “OPMs”) and Liggett and Vector Tobacco (together with any other tobacco product manufacturer that becomes a signatory, the “Subsequent Participating Manufacturers” or “SPMs”) (the OPMs and SPMs are hereinafter referred to jointly as “PMs”) entered into the Master Settlement Agreement (the “MSA”) with 46 states, the District of Columbia, Puerto Rico, Guam, the United States Virgin Islands, American Samoa and the Northern Mariana Islands (collectively, the “Settling States”) to settle the asserted and unasserted health care cost recovery and certain other claims of the Settling States. The MSA received final judicial approval in each Settling State.

As a result of the MSA, the Settling States released Liggett and Vector Tobacco from:

• 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.

The MSA restricts tobacco product advertising and marketing within the Settling States and otherwise restricts the activities of PMs. Among other things, the MSA prohibits the targeting of youth in the advertising, promotion or marketing of tobacco products; bans the use of cartoon characters in all tobacco advertising and promotion; limits each PM to one tobacco brand name sponsorship during any 12-month period; bans all outdoor advertising, with certain limited exceptions; prohibits payments for tobacco product placement in various media; bans gift offers based on the purchase of tobacco products without sufficient proof that the intended recipient is an adult; prohibits PMs from licensing third parties to advertise tobacco brand names in any manner prohibited under the MSA; and prohibits PMs from using as a tobacco product brand name any nationally recognized non-tobacco brand or trade name or the names of sports teams, entertainment groups or individual celebrities.

The MSA also requires PMs to affirm corporate principles to comply with the MSA and to reduce underage use of tobacco products and imposes restrictions on lobbying activities conducted on behalf of PMs. In addition, the MSA provides for the appointment of an independent auditor to calculate and determine the amounts of payments owed pursuant to the MSA.

Under the payment provisions of the MSA, PMs are required to make annual payments of $9,000,000 (subject to applicable adjustments, offsets and reductions including a “Non-Participating Manufacturers Adjustment” or “NPM Adjustment”). These annual payments are allocated based on unit volume of domestic cigarette shipments. The payment obligations under the MSA are the several, and not joint, obligation of each PM and are not the responsibility of any parent or affiliate of a PM.

Liggett has no payment obligations under the MSA except to the extent its market share exceeds a market share exemption of approximately 1.65% of total cigarettes sold in the United States. Vector Tobacco has no payment obligations under the MSA except to the extent its market share exceeds a market share exemption of approximately 0.28% of total cigarettes sold in the United States. Liggett and Vector Tobacco’s domestic shipments accounted for 4.0% of the total cigarettes sold in the United States in 2018. If Liggett’s or Vector Tobacco’s market share exceeds their respective market share exemption in a given year, then on April 15 of the following year, Liggett and/or Vector Tobacco, as the case may be, must pay on each excess unit an amount equal (on a per-unit basis) to that due from the OPMs for that year. On December 28, 2018, Liggett and Vector Tobacco pre-paid $132,500 of their approximate $166,000 2018 MSA obligation, the balance of which was paid in April 2019, subject to applicable disputes or adjustments.

Certain MSA Disputes

NPM Adjustment.  Liggett and Vector Tobacco contend that they are entitled to an NPM Adjustment for each year from 2003 - 2018. The NPM Adjustment is a potential adjustment to annual MSA payments, available when PMs suffer a market share loss to NPMs for a particular year and an economic consulting firm selected pursuant to the MSA determines (or the parties agree) that the MSA was a “significant factor contributing to” that loss. A Settling State that has “diligently enforced” its qualifying escrow statute in the year in question may be able to avoid its allocable share of the NPM Adjustment. For 2003 - 2018, Liggett and Vector Tobacco, as applicable, disputed that they owed the Settling States the NPM Adjustments as calculated by the independent auditor. As permitted by the MSA, Liggett and Vector Tobacco either paid subject to dispute, withheld payment, or paid into a disputed payment account, the amounts associated with these NPM Adjustments.

In June 2010, after the PMs prevailed in 48 of 49 motions to compel arbitration, the parties commenced the arbitration for the 2003 NPM Adjustment. That arbitration concluded in September 2013. It was followed by various challenges filed in state courts by states that did not prevail in the arbitration. Those challenges resulted in reductions, but not elimination of, the amounts awarded.

The PMs have now settled most of the disputed NPM Adjustment years with 37 states representing approximately 75% of the MSA share. In January 2019, Montana sent a demand letter to the PMs seeking the return of amounts withheld or paid into the disputed payments escrow account (plus interest) for the NPM Adjustment years 2005 - 2016. Any amounts purportedly due from Liggett to Montana are immaterial. The 2004 NPM Adjustment arbitration started in 2016 and separate court proceedings continue for states with which the PMs have not settled.

As a result of the settlements and arbitration award described above, Liggett and Vector Tobacco reduced cost of sales in the aggregate by $32,840 for years 2013 - 2018. Liggett and Vector Tobacco may be entitled to further adjustments. As of September 30, 2019, Liggett and Vector Tobacco had accrued approximately $13,400 related to the disputed amounts withheld from the non-settling states for 2004 - 2010, which may be subject to payment, with interest, if Liggett and Vector Tobacco lose the disputes for those years. As of September 30, 2019, there remains approximately $36,300 in the disputed payments account relating to Liggett and Vector Tobacco’s 2011 - 2018 NPM Adjustment disputes with the non-settling states. If Liggett and Vector Tobacco lose the disputes for all or any of those years, pursuant to the MSA, no interest would be due on the amounts paid into the disputed payment account.

Other State Settlements.  The MSA replaced Liggett’s prior settlements with all states and territories except for Florida, Mississippi, Texas and Minnesota. Each of these four states, prior to the effective date of the MSA, negotiated and executed settlement agreements with each of the other major tobacco companies, separate from those settlements reached previously with Liggett. Except as described below, Liggett’s agreements with these states remain in full force and effect. These states’ settlement agreements with Liggett contained most favored nation provisions which could reduce Liggett’s payment obligations based on subsequent settlements or resolutions by those states with certain other tobacco companies. Beginning in 1999, Liggett determined that, based on settlements or resolutions with United States Tobacco Company, Liggett’s payment obligations to those four states were eliminated. With respect to all non-economic obligations under the previous settlements, Liggett believes it is entitled to the most favorable provisions as between the MSA and each state’s respective settlement with the other major tobacco companies. Therefore, Liggett’s non-economic obligations to all states and territories are now defined by the MSA.

In 2003, as a result of a dispute with Minnesota regarding its settlement agreement, Liggett agreed to pay $100 a year in any year cigarettes manufactured by Liggett are sold in that state. Further, the Attorneys General for Florida, Mississippi and Texas advised Liggett that they believed Liggett had failed to make payments under the respective settlement agreements with those states. In 2010, Liggett settled with Florida and agreed to pay $1,200 and to make further annual payments of $250 for a period of 21 years, starting in March 2011, with the payments from year 12 forward being subject to an inflation adjustment.

In January 2016, the Attorney General for Mississippi filed a motion in Chancery Court in Jackson County, Mississippi to enforce the March 1996 settlement agreement (the “1996 Agreement”) alleging that Liggett owes Mississippi at least $27,000 in compensatory damages and additional amounts for interest, punitive damages and attorneys’ fees. In April 2017, the Chancery Court ruled that the 1996 Agreement should be enforced and referred the matter to a Special Master for further proceedings to determine the amount of damages, if any, to be awarded.  In June 2018, the Chancery Court granted Liggett’s motion to compel arbitration as to two issues concerning damages and stayed the proceedings before the Special Master pending completion of the arbitration. In March 2019, the arbitration panel issued its final arbitration award on the two issues before it: (i) the panel ruled in favor of Liggett, finding that the $294,000 of proceeds from Eve Holdings’ 1999 brand sale should not be included in Liggett’s pre-tax income; and (ii) ruled in favor of Mississippi on the remaining issue, finding that compensatory damages to Mississippi, if any, would be based on 0.5% of Liggett’s annual pre-tax income for the term of the settlement agreement.  Following confirmation of the arbitration award, Mississippi voluntarily dismissed with prejudice its claims for punitive damages and attorneys’ fees.

In July 2019, the parties stipulated that the unpaid principal (exclusive of interest) purportedly due from Liggett to Mississippi pursuant to the 1996 Agreement (from inception through 2019) is approximately $14,400, subject to Liggett’s right to litigate and/or appeal the enforceability of the 1996 Agreement (and all issues other than the calculation of such principal amount). In September 2019, the Special Master held a hearing regarding the state’s claim for approximately $17,500 in prejudgment interest as well as post-judgment interest in amounts to be determined. A decision is pending.  Liggett continues to believe that the April 2017 Chancery Court order is in error because the most favored nations provision in the 1996 Agreement eliminated all of Liggett’s payment obligations to Mississippi, and reserved all rights to appeal this and other issues at the conclusion of the case. In the event Liggett appeals an adverse judgment, the posting of a bond may be required.

Liggett may be required to make additional payments to Mississippi and Texas which could have a material adverse effect on the Company’s consolidated financial position, results of operations and cash flows.

Cautionary Statement  

Management is not able to reasonably predict the outcome of the litigation pending or threatened against Liggett or the Company. Litigation is subject to many uncertainties. Liggett has been found liable in multiple Engle progeny cases and Individual Actions, several of which were affirmed on appeal and satisfied by Liggett. It is possible that other cases could be decided unfavorably against Liggett and that Liggett will be unsuccessful on appeal. Liggett may attempt to settle particular cases if it believes it is in its best interest to do so.

Management cannot predict the cash requirements related to any future defense costs, settlements or judgments, including cash required to bond any appeals, and there is a risk that those requirements will not be able to be met. An unfavorable outcome of a pending smoking-related case could encourage the commencement of additional litigation. Except as discussed in this Note 9, management is unable to estimate the loss or range of loss that could result from an unfavorable outcome of the cases pending against Liggett or the costs of defending such cases and as a result has not provided any amounts in its consolidated financial statements for unfavorable outcomes.

The tobacco industry is subject to a wide range of laws and regulations regarding the marketing, sale, taxation and use of tobacco products imposed by local, state and federal governments. There have been a number of restrictive regulatory actions, adverse legislative and political decisions and other unfavorable developments concerning cigarette smoking and the tobacco industry. These developments may negatively affect the perception of potential triers of fact with respect to the tobacco industry, possibly to the detriment of certain pending litigation, and may prompt the commencement of additional litigation or legislation.

It is possible that the Company’s consolidated financial position, results of operations and cash flows could be materially adversely affected by an unfavorable outcome in any of the smoking-related litigation.

The activity in the Company’s accruals for the MSA and tobacco litigation for the nine months ended September 30, 2019 was as follows:

	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	125,911			895			126,806			—		—			—
Change in MSA obligations capitalized as inventory	2,756			—			2,756			—		—			—
Payments	(31,959		)	(355		)	(32,314		)	—		—			—
Reclassification to/(from) non-current liabilities	(892		)	3,338			2,446			892		(3,338		)	(2,446		)
Interest on withholding	—			187			187			—		1,600			1,600
Balance as of September 30, 2019	$	132,377		$	4,375		$	136,752		$	17,275	$	20,056		$	37,331

The activity in the Company’s accruals for the MSA and tobacco litigation for the nine months ended September 30, 2018 were as follows:

	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, 2018	$	12,385		$	260		$	12,645		$	21,479		$	19,840		$	41,319
Expenses	127,510			575			128,085			—			—			—
NPM Settlement adjustment	(595		)	—			(595		)	(5,703		)	—			(5,703		)
Change in MSA obligations capitalized as inventory	605			—			605			—			—			—
Payments	(9,463		)	(825		)	(10,288		)	(40		)	—			(40		)
Reclassification to/(from) non-current liabilities	(647		)	218			(429		)	647			(218		)	429
Interest on withholding	—			26			26			—			1,602			1,602
Balance as of September 30, 2018	$	129,795		$	254		$	130,049		$	16,383		$	21,224		$	37,607

Other Matters:

Liggett’s and Vector Tobacco’s management are unaware of any material environmental conditions affecting their existing facilities. Liggett’s and Vector Tobacco’s management believe that current operations are conducted in material compliance with all environmental laws and regulations and other laws and regulations governing cigarette manufacturers. Compliance with federal, state and local provisions regulating the discharge of materials into the environment, or otherwise relating to the protection of the environment, has not had a material effect on the capital expenditures, results of operations or competitive position of Liggett or Vector Tobacco.

Liggett and the Company have received three separate demands for indemnification from Altria Client Services, on behalf of Philip Morris, relating to lawsuits alleging smokers’ use of L&M cigarettes. The indemnification demands are purportedly issued in connection with Eve Holdings’ 1999 sale of certain brands to Philip Morris.

In 2014, Liggett Vector Brands entered into an agreement with a subsidiary of the Convenience Distribution Association to support a program to permit certain tobacco distributors to secure, on reasonable terms, tax stamp bonds required by state and local governments for the distribution of cigarettes. Under the agreement, Liggett Vector Brands agreed to pay a portion of losses incurred by the surety under the bond program, with a maximum loss exposure of $500. In August 2019, Liggett Vector Brands reached an agreement in principle to terminate this program and, in connection with this termination, incurred a charge of $212.

In addition to the foregoing, Douglas Elliman and certain of its subsidiaries are subject to numerous proceedings, lawsuits and claims in connection with their ordinary business activities. Many of these matters are covered by insurance or, in some cases, the company is indemnified by third parties.

Management is of the opinion that the liabilities, if any, resulting from other proceedings, lawsuits and claims pending against the Company and its consolidated subsidiaries, unrelated to tobacco product liability, should not materially affect the Company’s consolidated financial position, results of operations or cash flows.

XML

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2019

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of Presentation:

The condensed consolidated financial statements of Vector Group Ltd. (the “Company” or “Vector”) include the accounts of Liggett Group LLC (“Liggett”), Vector Tobacco Inc. (“Vector Tobacco”), Liggett Vector Brands LLC (“Liggett Vector Brands”), New Valley LLC (“New Valley”) and other less significant subsidiaries. New Valley includes the accounts of Douglas Elliman Realty, LLC (“Douglas Elliman”) and other less significant subsidiaries. All significant intercompany balances and transactions have been eliminated.

Liggett and Vector Tobacco are engaged in the manufacture and sale of cigarettes in the United States. Liggett Vector Brands coordinates Liggett and Vector Tobacco’s sales and marketing efforts. Certain references to “Liggett” refer to the Company’s tobacco operations, including the business of Liggett and Vector Tobacco, unless otherwise specified. New Valley is engaged in the real estate business.

The unaudited, interim condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and, in management’s opinion, contain all adjustments, consisting only of normal recurring items, necessary for a fair statement of the results for the periods presented. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 filed with the Securities and Exchange Commission (“SEC”). The consolidated results of operations for interim periods should not be regarded as necessarily indicative of the results that may be expected for the entire year.

(b) Distributions and Dividends on Common Stock:

The Company records distributions on its common stock as dividends in its condensed consolidated statement of stockholders’ deficiency to the extent of retained earnings. Any amounts exceeding retained earnings are recorded as a reduction to additional paid-in capital to the extent paid-in-capital is available and then to accumulated deficit. The Company’s stock dividends are recorded as stock splits and given retroactive effect to earnings per share for all periods presented.

(c) Earnings Per Share (“EPS”):

Information concerning the Company’s common stock has been adjusted to give retroactive effect to the 5% stock dividend distributed to Company stockholders on September 27, 2019. All per share amounts and references to share amounts have been updated to reflect the retrospective effect of the stock dividend.

Net income for purposes of determining basic EPS was as follows:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2019			2018			2019			2018
Net income attributed to Vector Group Ltd.	$	36,008		$	12,002		$	90,268		$	37,031
Income attributed to participating securities	(2,023		)	(1,722		)	(6,052		)	(5,186		)
Net income applicable to common shares attributed to Vector Group Ltd.	$	33,985		$	10,280		$	84,216		$	31,845

Net income for purposes of determining diluted EPS was as follows:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2019			2018			2019			2018
Net income attributed to Vector Group Ltd.	$	36,008		$	12,002		$	90,268		$	37,031
Income attributable to 7.5% Variable Interest Senior Convertible Notes	—			—			(1,246		)	—
Income attributed to participating securities	(2,023		)	(1,722		)	(6,052		)	(5,186		)
Net income applicable to common shares attributed to Vector Group Ltd.	$	33,985		$	10,280		$	82,970		$	31,845

Basic and diluted EPS were calculated using the following common shares:

	Three Months Ended		Nine Months Ended
	September 30,		September 30,
	2019	2018	2019	2018
Weighted-average shares for basic EPS	146,703,766	146,461,283	146,562,252	146,327,788
Plus incremental shares related to convertible debt	—	—	961,191	—
Plus incremental shares related to stock options and non-vested restricted stock	32,374	26,290	13,782	185,660
Weighted-average shares for diluted EPS	146,736,140	146,487,573	147,537,225	146,513,448

The following non-vested restricted stock and shares issuable upon the conversion of convertible debt were outstanding during the three and nine months ended September 30, 2019 and 2018, but were not included in the computation of diluted EPS because the impact of the per share expense associated with the restricted stock were greater than the average market price of the common shares during the respective periods and the common shares issuable under the convertible debt were anti-dilutive to EPS.

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2019		2018		2019		2018
Weighted-average shares of non-vested restricted stock	1,012,285		—		1,274,549		—
Weighted-average expense per share	$	18.03	$	—	$	17.95	$	—
Weighted-average number of shares issuable upon conversion of debt	11,447,061		30,260,606		11,447,061		30,260,606
Weighted-average conversion price	$	20.27	$	16.15	$	20.27	$	16.15

(d) Fair Value of Derivatives Embedded within Convertible Debt:

The Company has estimated the fair value of the embedded derivatives based principally on the results of a valuation model. A readily determinable fair value of the embedded derivatives is not available. The estimated fair value of the derivatives embedded within the convertible debt is based principally on the present value of future dividend payments expected to be received by the convertible debt holders over the term of the debt. The discount rate applied to the future cash flows is estimated based on a spread in the yield of the Company’s debt when compared to risk-free securities with the same duration. The valuation model assumes future dividend payments by the Company and utilizes interest rates and credit spreads for secured to unsecured debt, unsecured to subordinated debt and subordinated debt to preferred stock to determine the fair value of the derivatives embedded within the convertible debt. The valuation also considers other items, including current and future dividends and the volatility of Vector’s stock price. At September 30, 2019, the range of estimated fair values of the Company’s embedded derivatives was between $11,080 and $11,132. The Company recorded the fair value of its embedded derivatives at the approximate midpoint of the range at $11,105 as of September 30, 2019. At December 31, 2018, the range of estimated fair values of the Company’s embedded derivatives was between $31,371 and $31,519. The Company recorded the fair value of its embedded derivatives at the midpoint of the range at $31,424 as of December 31, 2018. The estimated fair value of the Company’s embedded derivatives could change significantly based on future market conditions. (See Note 8.)

(e) Investments in Real Estate Ventures:

In accounting for its investments in real estate ventures, the Company identified its participation in Variable Interest Entities (“VIE”), which are defined as (a) entities in which the equity investment at risk is not sufficient to finance its activities without additional subordinated financial support; (b) as a group, the equity investors at risk lack (1) the power to direct the activities of a legal entity that most significantly impact the entity’s economic performance, (2) the obligation to absorb the expected losses of the entity, or (3) the right to receive the expected residual returns of the entity; or (c) as a group, the equity investors have voting rights that are not proportionate to their economic interests and the entity’s activities involve or are conducted on behalf of an investor with a disproportionately small voting interest.

The Company’s interest in VIEs is primarily in the form of equity ownership. The Company examines specific criteria and uses judgment when determining if the Company is the primary beneficiary of a VIE. Factors considered include risk and reward sharing, experience and financial condition of other partner(s), voting rights, involvement in day-to-day capital and operating decisions, representation on a VIE’s executive committee, existence of unilateral kick-out rights exclusive of protective rights or voting rights and level of economic disproportionality between the Company and its other partner(s).

Accounting guidance requires the consolidation of VIEs in which the Company is the primary beneficiary. The guidance requires consolidation of VIEs that an enterprise has a controlling financial interest. A controlling financial interest will have both of the following characteristics: (a) the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance and (b) the obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE.

The Company’s maximum exposure to loss in its investments in unconsolidated VIEs is limited to its investment in the VIE, any unfunded capital commitments to the VIE, and, in some cases, guarantees in connection with debt on the specific project. The Company’s maximum exposure to loss in its investment in consolidated VIEs is limited to its investment, which is the carrying value of the investment net of the non-controlling interest. Creditors of the consolidated VIEs have no recourse to the general credit of the primary beneficiary.

(f) Other, Net:

Other, net consisted of:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2019			2018			2019			2018
Interest and dividend income	$	3,083		$	2,466		$	9,430		$	6,533
Equity in (losses) earnings from investments	(468		)	3,230			(791		)	9,205
Net (losses) gains recognized on investment securities	(1,487		)	(962		)	5,601			(1,295		)
Net periodic benefit cost other than the service costs	(576		)	(254		)	(1,692		)	(761		)
Other income (expense)	1,203			1			1,105			(22		)
Other, net	$	1,755		$	4,481		$	13,653		$	13,660

(g) Other Assets:

Other assets consisted of:

	September 30, 2019		December 31, 2018
Restricted assets	$	5,982	$	6,306
Prepaid pension costs	24,800		23,869
Other assets	68,688		60,177
Total other assets	$	99,470	$	90,352

(h) Other Current Liabilities:

Other current liabilities consisted of:

	September 30, 2019		December 31, 2018
Accounts payable	$	14,191	$	13,144
Accrued promotional expenses	40,977		37,940
Accrued excise and payroll taxes payable, net	5,065		14,612
Accrued interest	28,116		38,673
Commissions payable	17,730		12,975
Accrued salary and benefits	25,518		30,228
Contract liabilities	7,416		—
Allowance for sales returns	6,617		6,935
Other current liabilities	29,092		25,831
Total other current liabilities	$	174,722	$	180,338

(i) Goodwill and Other Intangible Assets, Net:

The components of “Goodwill and other intangible assets, net” were as follows:

	September 30, 2019		December 31, 2018
Goodwill	$	78,008	$	77,568
Indefinite life intangibles:
Intangible asset associated with benefit under the MSA	107,511		107,511
Trademark - Douglas Elliman	80,000		80,000
Intangibles with a finite life, net	515		1,532
Total goodwill and other intangible assets, net	$	266,034	$	266,611

(j) Reconciliation of Cash, Cash Equivalents and Restricted Cash:

The components of “Cash, cash equivalents and restricted cash” in the Condensed Consolidated Statement of Cash Flows were as follows:

	September 30, 2019		December 31, 2018
Cash and cash equivalents	$	319,298	$	584,581
Restricted cash and cash equivalents included in other current assets	3,660		2,697
Restricted cash and cash equivalents included in other assets	4,460		4,451
Total cash, cash equivalents, and restricted cash shown in the Condensed Consolidated Statement of Cash Flows	$	327,418	$	591,729

Amounts included in current restricted assets and non-current restricted assets represent cash and cash equivalents required to be deposited into escrow for bonds required to appeal adverse product liability judgments, amounts required for letters of credit related to office leases, and certain deposit requirements for banking arrangements. The restrictions related to the appellate bonds will remain in place until the appeal process has been completed. The restrictions related to the letters of credit will remain in place for the duration of the respective lease. The restrictions related to the banking arrangements will remain in place for the duration of the arrangement.

(k)    New Accounting Pronouncements:

Accounting Standards Updates (“ASU”) adopted in 2019:

In July 2018, the FASB issued ASU No. 2018-09, Codification Improvements (“ASU 2018-09”). This standard does not prescribe any new accounting guidance, but instead makes minor improvements and clarifications of several different FASB Accounting Standards Codification areas based on comments and suggestions made by various stakeholders. Certain updates were applicable immediately while others were effective for the Company’s fiscal year beginning January 1, 2019. Adoption of this update did not have a material impact on the Company’s condensed consolidated financial statements.

In February 2018, the FASB issued ASU No. 2018-02, Income Statement – Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income (“ASU 2018-02”), which allows for stranded tax effects in accumulated other comprehensive income resulting from the Tax Act to be reclassified to retained earnings. The Company adopted ASU 2018-02 effective January 1, 2019. The reclassification from the adoption of this standard resulted in a decrease of $4,697 to accumulated deficit and an increase of $4,697 to accumulated other comprehensive loss.

In February 2016, the FASB issued ASU 2016-02, Leases (“ASU 2016-02”), which provides guidance for accounting for leases. ASU 2016-02 requires lessees to classify leases as either finance or operating leases and to record a right-of-use asset and a lease liability for all leases with a term greater than 12 months regardless of the lease classification. The lease classification will determine whether the lease expense is recognized based on an effective interest rate method or on a straight-line basis over the term of the lease. Accounting for lessors remains largely unchanged from current U.S. GAAP. In July 2018, the FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases and ASU 2018-11 “Leases (Topic 842): Targeted Improvements” (ASU 2018-11). ASU 2018-10 clarifies certain areas within ASU 2016-02. Prior to ASU 2018-11, a modified retrospective transition was required for financing or operating leases existing at or entered into after the beginning of the earliest comparative period presented in the financial statements. ASU 2018-11 allows entities an additional transition method to the existing requirements whereby an entity could adopt the provisions of ASU 2016-02 by recognizing a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption without adjustment to the financial statements for periods prior to adoption. ASU 2018-11 also allows a practical expedient that permits lessors to not separate non-lease components from the associated lease component if certain conditions are present. In December 2018, the FASB also issued ASU 2018-20, Leases (Topic 842): Narrow-Scope Improvements for Lessors, which requires lessors to exclude lessor costs paid directly to a third party by lessees from lease revenues and expenses, provides an election for lessors to exclude sales taxes and other similar taxes collected from lessees from consideration in the contract, and clarifies lessors accounting for variable payments related to lease and nonlease components. ASU 2016-02, ASU 2018-10, ASU 2018-11 and ASU 2018-20 was effective for the Company’s fiscal year beginning January 1, 2019 and subsequent interim periods.

On January 1, 2019, the Company adopted ASU No. 2016-02- Leases (Topic 842) applying the modified retrospective method and the option presented under ASU 2018-11 to transition only active leases as of January 1, 2019 with a cumulative effect adjustment as of that date. See Note 3 - Leases, for additional accounting policy and transition disclosures.

ASUs to be adopted in future periods:

In October 2018, the FASB issued ASU No. 2018-17, Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities. The guidance requires indirect interests held through related parties under common control arrangements be considered on a proportional basis for determining whether fees paid to decision makers and service providers are variable interests. The guidance is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The Company is currently evaluating the impact of the new guidance on our condensed consolidated financial statements.

In October 2018, the FASB issued ASU No. 2018-16, Inclusion of the Secured Overnight Financing Rate (“SOFR”) Overnight Index Swap (“OIS”) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes (“ASU 2018-16”), which amends ASC 815, Derivatives and Hedging. This ASU adds the OIS rate based on SOFR to the list of permissible benchmark rates for hedge accounting purposes. The amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Adoption of ASU 2018-16 will be on a prospective basis for qualifying new or redesignated hedging relationships entered into on or after the date of adoption. The Company is currently assessing the impact the adoption of ASU 2018-16 will have on the Company’s condensed consolidated financial statements.

In August 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other Internal Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. The amendments in this update align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. ASU 2018-15 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently assessing the impact the adoption of ASU 2018-15 will have on the Company’s condensed consolidated financial statements.

In August 2018, the FASB issued ASU No. 2018-14, Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20): Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans (“ASU 2018-14”). ASU 2018-14 eliminates the requirement to disclose the amounts in accumulated other comprehensive income expected to be recognized as part of net periodic benefit cost over the next year. The ASU also removes the disclosure requirements for the effects of a one-percentage-point change on the assumed health care costs and the effect of this change in rates on service cost, interest cost and the benefit obligation for postretirement health care benefits. ASU 2018-14 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2020. Early adoption is permitted. The adoption of ASU 2018-14 will impact financial statement disclosure with no impact on operating results.

In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement, which is designed to improve the effectiveness of disclosures by removing, modifying and adding disclosures related to fair value measurements. The ASU eliminates disclosures such as the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy. The ASU also adds new disclosure requirements for Level 3 measurements. ASU No. 2018-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The adoption of ASU 2018-13 will impact financial statement disclosure with no impact on operating results.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), sets forth a current expected credit loss model that changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. This guidance is effective for fiscal years beginning after December 15, 2019, with early adoption permitted. The Company is currently assessing the impact the adoption of ASU 2016-13 will have on the Company’s condensed consolidated financial statements.

XML

Investment Securities At Fair Value

9 Months Ended

Sep. 30, 2019

Investments, Debt and Equity Securities [Abstract]

Investment Securities At Fair Value

INVESTMENT SECURITIES AT FAIR VALUE

Investment securities at fair value consisted of the following:

	September 30, 2019		December 31, 2018
Debt securities available for sale	$	94,567	$	84,367
Equity securities at fair value	46,123		47,202
Total investment securities at fair value	$	140,690	$	131,569

Net (losses) gains recognized on investment securities were as follows:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2019			2018			2019			2018
Net (losses) gains recognized on equity securities	$	(1,506	)	$	(797	)	$	5,545		$	(306	)
Net gains (losses) recognized on debt securities available for sale	25			(4		)	67			(17		)
Gross realized losses on other-than-temporary impairments	(6		)	(161		)	(11		)	(972		)
Net (losses) gains recognized on investment securities	$	(1,487	)	$	(962	)	$	5,601		$	(1,295	)

Sales of investment securities totaled $16,186 and $14,895 and proceeds from early redemptions by issuers totaled $46,626 and $18,192 for the nine months ended September 30, 2019 and 2018, respectively, mainly from the sales and redemptions of Corporate securities and U.S. Government securities.

(a) Debt Securities Available for Sale

The components of debt securities available for sale at September 30, 2019 were as follows:

	Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Marketable debt securities	$	93,730	$	837	$	—	$	94,567
Total debt securities available for sale	$	93,730	$	837	$	—	$	94,567

The table below summarizes the maturity dates of debt securities available for sale at September 30, 2019.

Investment Type:	Fair Value		Under 1 Year		1 Year up to 5 Years		More than 5 Years
U.S. Government securities	$	17,543	$	7,090	$	10,453	$	—
Corporate securities	50,159		20,328		29,831		—
U.S. mortgage-backed securities	10,361		3,053		7,308		—
Commercial mortgage-backed securities	388		24		364		—
Commercial paper	13,934		13,934		—		—
Index-linked U.S. bonds	1,174		1,174		—		—
Foreign fixed-income securities	1,008		500		508		—
Total debt securities available for sale by maturity dates	$	94,567	$	46,103	$	48,464	$	—

The components of debt securities available for sale at December 31, 2018 were as follows:

	Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Marketable debt securities	$	84,199	$	168	$	—	$	84,367
Total debt securities available for sale	$	84,199	$	168	$	—	$	84,367

There were no available-for-sale debt securities with continuous unrealized losses for less than 12 months and 12 months or greater at September 30, 2019 and December 31, 2018, respectively.

Gross realized gains and losses on debt securities available for sale were as follows:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2019			2018			2019			2018
Gross realized gains on sales	$	27		$	1		$	74		$	3
Gross realized losses on sales	(2		)	(5		)	(7		)	(20		)
Net gains (losses) recognized on debt securities available for sale	$	25		$	(4	)	$	67		$	(17	)
Gross realized losses on other-than-temporary impairments	$	(6	)	$	(161	)	$	(11	)	$	(972	)

Although management generally does not have the intent to sell any specific securities at the end of the period, in the ordinary course of managing the Company’s investment securities portfolio, management may sell securities prior to their maturities for a variety of reasons, including diversification, credit quality, yield and liquidity requirements.

(b) Equity Securities at Fair Value

Equity securities at fair value consisted of the following:

	September 30, 2019		December 31, 2018
Marketable equity securities	$	23,909	$	26,010
Mutual funds invested in fixed income securities	22,214		21,192
Total equity securities at fair value	$	46,123	$	47,202

The following is a summary of unrealized and realized net gains and losses recognized in net income on equity securities at fair value during the three and nine months ended September 30, 2019 and 2018, respectively:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2019			2018			2019		2018
Net (losses) gains recognized on equity securities (1)	$	(1,506	)	$	(797	)	$	5,545	$	(306	)
Less: Net gains (losses) recognized on equity securities sold (2)	58			(717		)	468		(534		)
Net unrealized (losses) gains recognized on equity securities still held at the reporting date	$	(1,564	)	$	(80	)	$	5,077	$	228

⁽¹⁾  Includes $781 of net losses and $405 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 September 30, 2019 and 2018, respectively, and $4,689 and $3,641 of net gains recognized on equity securities at fair value that qualify for the NAV practical expedient during the nine months ended September 30, 2019 and 2018, respectively. These equity securities are included in the “Long-term investments” line item on the condensed consolidated balance sheet and are further discussed in Note 6.

⁽²⁾  Includes $84 of net gains recognized on sales of equity securities at fair value that qualify for the NAV practical expedient during the three months ended September 30, 2018, and $649 of gains and $84 of net gains recognized on sales of equity securities at fair value that qualify for the NAV practical expedient during the nine months ended September 30, 2019 and 2018, respectively. These equity securities are included in the “Long-term investments” line item on the condensed consolidated balance sheet and are further discussed in Note 6.

The Company’s marketable equity securities and mutual funds invested in fixed-income securities are classified as Level 1 under the fair value hierarchy disclosed in Note 12. Their fair values are based on quoted prices for identical assets in active markets or inputs that are based upon quoted prices for similar instruments in active markets.

(c) Equity Securities Without Readily Determinable Fair Values That Do Not Qualify for the NAV Practical Expedient

Equity securities without readily determinable fair values that do not qualify for the NAV practical expedient consisted of investments in the common stock of a reinsurance company and membership units of a real estate limited liability company at September 30, 2019. As of December 31, 2018, the Company owned an investment in the common stock of a reinsurance company. The total carrying value of these investments was $6,000 and $5,000 and was included in “Other assets” on the condensed consolidated balance sheet at September 30, 2019 and December 31, 2018, respectively. No impairment or other adjustments related to observable price changes in orderly transactions for identical or similar investments were identified for the three and nine months ended September 30, 2019 and 2018, respectively.

XML

Investments and Fair Value Measurements (Fair Value Measurements) (Details) - USD ($)	Sep. 30, 2019	Dec. 31, 2018
Assets:
Investment securities available for sale	$ 140,690,000
Equity securities at fair value	46,123,000	$ 47,202,000
Equity securities at fair value that qualify for the NAV practical expedient	52,384,000	54,628,000
Total	490,385,000	683,605,000
Liabilities:
Fair value of contingent liability	5,204,000	6,304,000
Fair value of derivatives embedded within convertible debt	11,105,000	31,424,000
Total	16,309,000	37,728,000
Nonrecurring nonfinancial assets subject to fair value measurements	$ 0	0
5.5% Variable Interest Senior Convertible Debentures due 2020 | Variable Interest Senior Convertible Debt
Liabilities:
Interest rate	5.50%
Marketable equity securities
Assets:
Investment securities available for sale	$ 23,909,000	26,010,000
Mutual funds invested in fixed-income securities
Assets:
Investment securities available for sale	22,214,000	21,192,000
Equity Securities [Member]
Assets:
Investment securities available for sale	46,123,000	47,202,000
U.S. Government securities
Assets:
Investment securities available for sale	17,543,000
Corporate securities
Assets:
Investment securities available for sale	50,159,000
U.S. mortgage-backed securities
Assets:
Investment securities available for sale	10,361,000
Commercial mortgage-backed securities
Assets:
Investment securities available for sale	388,000
Index-linked U.S. bonds
Assets:
Investment securities available for sale	1,174,000
Foreign fixed-income securities
Assets:
Investment securities available for sale	1,008,000
Total debt securities available for sale
Assets:
Investment securities available for sale	94,567,000
Money market funds
Assets:
Cash and cash equivalents	255,579,000
Commercial paper
Assets:
Cash and cash equivalents	39,011,000
Certificates of deposit
Assets:
Cash and cash equivalents	2,186,000
Money market funds securing legal bonds
Assets:
Cash and cash equivalents	535,000
Quoted Prices in Active Markets for Identical Assets (Level 1)
Assets:
Investment securities available for sale	46,123,000
Equity securities at fair value that qualify for the NAV practical expedient	0	0
Total	302,237,000	496,297,000
Liabilities:
Fair value of contingent liability	0	0
Fair value of derivatives embedded within convertible debt	0	0
Total	0	0
Quoted Prices in Active Markets for Identical Assets (Level 1) | Marketable equity securities
Assets:
Investment securities available for sale		26,010,000
Equity securities at fair value	23,909,000	26,010,000
Quoted Prices in Active Markets for Identical Assets (Level 1) | Mutual funds invested in fixed-income securities
Assets:
Investment securities available for sale		21,192,000
Equity securities at fair value	22,214,000	21,192,000
Quoted Prices in Active Markets for Identical Assets (Level 1) | Equity Securities [Member]
Assets:
Investment securities available for sale	46,123,000	47,202,000
Quoted Prices in Active Markets for Identical Assets (Level 1) | U.S. Government securities
Assets:
Investment securities available for sale	0
Quoted Prices in Active Markets for Identical Assets (Level 1) | Corporate securities
Assets:
Investment securities available for sale	0
Quoted Prices in Active Markets for Identical Assets (Level 1) | U.S. mortgage-backed securities
Assets:
Investment securities available for sale	0
Quoted Prices in Active Markets for Identical Assets (Level 1) | Commercial mortgage-backed securities
Assets:
Investment securities available for sale	0
Quoted Prices in Active Markets for Identical Assets (Level 1) | Commercial paper
Assets:
Investment securities available for sale	0	0
Quoted Prices in Active Markets for Identical Assets (Level 1) | Index-linked U.S. bonds
Assets:
Investment securities available for sale	0
Quoted Prices in Active Markets for Identical Assets (Level 1) | Foreign fixed-income securities
Assets:
Investment securities available for sale	0
Quoted Prices in Active Markets for Identical Assets (Level 1) | Total debt securities available for sale
Assets:
Investment securities available for sale	0
Quoted Prices in Active Markets for Identical Assets (Level 1) | Money market funds
Assets:
Cash and cash equivalents	255,579,000
Quoted Prices in Active Markets for Identical Assets (Level 1) | Commercial paper
Assets:
Cash and cash equivalents	0
Quoted Prices in Active Markets for Identical Assets (Level 1) | Certificates of deposit
Assets:
Cash and cash equivalents	0
Quoted Prices in Active Markets for Identical Assets (Level 1) | Money market funds securing legal bonds
Assets:
Cash and cash equivalents	535,000
Significant Other Observable Inputs (Level 2)
Assets:
Investment securities available for sale	94,567,000
Equity securities at fair value that qualify for the NAV practical expedient	0	0
Total	135,764,000	132,680,000
Liabilities:
Fair value of contingent liability	0	0
Fair value of derivatives embedded within convertible debt	0	0
Total	0	0
Significant Other Observable Inputs (Level 2) | Marketable equity securities
Assets:
Investment securities available for sale	0	0
Significant Other Observable Inputs (Level 2) | Mutual funds invested in fixed-income securities
Assets:
Investment securities available for sale	0	0
Significant Other Observable Inputs (Level 2) | Equity Securities [Member]
Assets:
Investment securities available for sale	0	0
Significant Other Observable Inputs (Level 2) | U.S. Government securities
Assets:
Investment securities available for sale	17,543,000
Significant Other Observable Inputs (Level 2) | Corporate securities
Assets:
Investment securities available for sale	50,159,000
Significant Other Observable Inputs (Level 2) | U.S. mortgage-backed securities
Assets:
Investment securities available for sale	10,361,000
Significant Other Observable Inputs (Level 2) | Commercial mortgage-backed securities
Assets:
Investment securities available for sale	388,000
Significant Other Observable Inputs (Level 2) | Commercial paper
Assets:
Investment securities available for sale	13,934,000	5,870,000
Significant Other Observable Inputs (Level 2) | Index-linked U.S. bonds
Assets:
Investment securities available for sale	1,174,000
Significant Other Observable Inputs (Level 2) | Foreign fixed-income securities
Assets:
Investment securities available for sale	1,008,000
Significant Other Observable Inputs (Level 2) | Total debt securities available for sale
Assets:
Investment securities available for sale	94,567,000
Significant Other Observable Inputs (Level 2) | Money market funds
Assets:
Cash and cash equivalents	0
Significant Other Observable Inputs (Level 2) | Commercial paper
Assets:
Cash and cash equivalents	39,011,000
Significant Other Observable Inputs (Level 2) | Certificates of deposit
Assets:
Cash and cash equivalents	2,186,000
Significant Other Observable Inputs (Level 2) | Money market funds securing legal bonds
Assets:
Cash and cash equivalents	0
Significant Unobservable Inputs (Level 3)
Assets:
Investment securities available for sale	0
Equity securities at fair value that qualify for the NAV practical expedient	0	0
Total	0	0
Liabilities:
Fair value of contingent liability	5,204,000	6,304,000
Fair value of derivatives embedded within convertible debt	11,105,000	31,424,000
Total	16,309,000	37,728,000
Significant Unobservable Inputs (Level 3) | Marketable equity securities
Assets:
Investment securities available for sale	0	0
Significant Unobservable Inputs (Level 3) | Mutual funds invested in fixed-income securities
Assets:
Investment securities available for sale	0	0
Significant Unobservable Inputs (Level 3) | Equity Securities [Member]
Assets:
Investment securities available for sale	0	0
Significant Unobservable Inputs (Level 3) | U.S. Government securities
Assets:
Investment securities available for sale	0
Significant Unobservable Inputs (Level 3) | Corporate securities
Assets:
Investment securities available for sale	0
Significant Unobservable Inputs (Level 3) | U.S. mortgage-backed securities
Assets:
Investment securities available for sale	0
Significant Unobservable Inputs (Level 3) | Commercial mortgage-backed securities
Assets:
Investment securities available for sale	0
Significant Unobservable Inputs (Level 3) | Commercial paper
Assets:
Investment securities available for sale	0	0
Significant Unobservable Inputs (Level 3) | Index-linked U.S. bonds
Assets:
Investment securities available for sale	0
Significant Unobservable Inputs (Level 3) | Foreign fixed-income securities
Assets:
Investment securities available for sale	0
Significant Unobservable Inputs (Level 3) | Total debt securities available for sale
Assets:
Investment securities available for sale	0
Significant Unobservable Inputs (Level 3) | Money market funds
Assets:
Cash and cash equivalents	0
Significant Unobservable Inputs (Level 3) | Commercial paper
Assets:
Cash and cash equivalents	0
Significant Unobservable Inputs (Level 3) | Certificates of deposit
Assets:
Cash and cash equivalents	0
Significant Unobservable Inputs (Level 3) | Money market funds securing legal bonds
Assets:
Cash and cash equivalents	0
Fair Value, Measurements, Recurring
Assets:
Investment securities available for sale		131,569,000
Fair Value, Measurements, Recurring | U.S. Government securities
Assets:
Investment securities available for sale		28,514,000
Fair Value, Measurements, Recurring | Corporate securities
Assets:
Investment securities available for sale		41,733,000
Fair Value, Measurements, Recurring | U.S. mortgage-backed securities
Assets:
Investment securities available for sale		4,369,000
Fair Value, Measurements, Recurring | Commercial mortgage-backed securities
Assets:
Investment securities available for sale		401,000
Fair Value, Measurements, Recurring | Commercial paper
Assets:
Investment securities available for sale	13,934,000	5,870,000
Fair Value, Measurements, Recurring | Index-linked U.S. bonds
Assets:
Investment securities available for sale		2,330,000
Fair Value, Measurements, Recurring | Foreign fixed-income securities
Assets:
Investment securities available for sale		1,150,000
Fair Value, Measurements, Recurring | Total debt securities available for sale
Assets:
Investment securities available for sale		84,367,000
Fair Value, Measurements, Recurring | Money market funds
Assets:
Cash and cash equivalents		448,560,000
Fair Value, Measurements, Recurring | Commercial paper
Assets:
Cash and cash equivalents		46,062,000
Fair Value, Measurements, Recurring | Commercial paper | Current Restricted Assets
Assets:
Cash and cash equivalents	3,660,000	2,570,000
Fair Value, Measurements, Recurring | Commercial paper | Restricted Assets
Assets:
Cash and cash equivalents	$ 3,910,000	3,910,000
Fair Value, Measurements, Recurring | Certificates of deposit
Assets:
Cash and cash equivalents		2,251,000
Fair Value, Measurements, Recurring | Money market funds securing legal bonds
Assets:
Cash and cash equivalents		535,000
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1)
Assets:
Investment securities available for sale		47,202,000
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | U.S. Government securities
Assets:
Investment securities available for sale		0
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | Corporate securities
Assets:
Investment securities available for sale		0
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | U.S. mortgage-backed securities
Assets:
Investment securities available for sale		0
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | Commercial mortgage-backed securities
Assets:
Investment securities available for sale		0
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | Index-linked U.S. bonds
Assets:
Investment securities available for sale		0
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | Foreign fixed-income securities
Assets:
Investment securities available for sale		0
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | Total debt securities available for sale
Assets:
Investment securities available for sale		0
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | Money market funds
Assets:
Cash and cash equivalents		448,560,000
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | Commercial paper
Assets:
Cash and cash equivalents		0
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | Certificates of deposit
Assets:
Cash and cash equivalents		0
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | Money market funds securing legal bonds
Assets:
Cash and cash equivalents		535,000
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2)
Assets:
Investment securities available for sale		84,367,000
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | U.S. Government securities
Assets:
Investment securities available for sale		28,514,000
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | Corporate securities
Assets:
Investment securities available for sale		41,733,000
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | U.S. mortgage-backed securities
Assets:
Investment securities available for sale		4,369,000
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | Commercial mortgage-backed securities
Assets:
Investment securities available for sale		401,000
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | Index-linked U.S. bonds
Assets:
Investment securities available for sale		2,330,000
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | Foreign fixed-income securities
Assets:
Investment securities available for sale		1,150,000
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | Total debt securities available for sale
Assets:
Investment securities available for sale		84,367,000
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | Money market funds
Assets:
Cash and cash equivalents		0
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | Commercial paper
Assets:
Cash and cash equivalents		46,062,000
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | Certificates of deposit
Assets:
Cash and cash equivalents		2,251,000
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | Money market funds securing legal bonds
Assets:
Cash and cash equivalents		0
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3)
Assets:
Investment securities available for sale		0
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | U.S. Government securities
Assets:
Investment securities available for sale		0
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | Corporate securities
Assets:
Investment securities available for sale		0
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | U.S. mortgage-backed securities
Assets:
Investment securities available for sale		0
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | Commercial mortgage-backed securities
Assets:
Investment securities available for sale		0
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | Index-linked U.S. bonds
Assets:
Investment securities available for sale		0
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | Foreign fixed-income securities
Assets:
Investment securities available for sale		0
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | Total debt securities available for sale
Assets:
Investment securities available for sale		0
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | Money market funds
Assets:
Cash and cash equivalents		0
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | Commercial paper
Assets:
Cash and cash equivalents		0
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | Certificates of deposit
Assets:
Cash and cash equivalents		0
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | Money market funds securing legal bonds
Assets:
Cash and cash equivalents		$ 0
Douglas Elliman
Liabilities:
Percent of voting interest acquired	29.41%

XML

Contingencies (Engle Progeny Cases and Settlement) (Details) $ in Thousands		1 Months Ended					3 Months Ended			9 Months Ended
	Nov. 21, 1996 USD ($)	Sep. 30, 2017 USD ($) case	Jun. 30, 2017 USD ($) case	Dec. 31, 2016 USD ($) case	Feb. 28, 2015	Oct. 31, 2013 USD ($) case	Sep. 30, 2019 USD ($) case	Sep. 30, 2018 USD ($)	Dec. 31, 2016 USD ($)	Sep. 30, 2019 USD ($) case	Sep. 30, 2018 USD ($)
Loss Contingencies [Line Items]
Amount of litigation settlement awarded to other party	$ 145,000,000
Litigation settlement and judgment expense							$ 240	$ 0		$ 895	$ (1,944)
Liggett
Loss Contingencies [Line Items]
Amount of litigation settlement awarded to other party	$ 790,000
Cases pending | case							2			2
Liggett | Engle Progeny Cases
Loss Contingencies [Line Items]
Cases settled | case		20	9	124		4,900
Amount of litigation settlement awarded to other party		$ 4,100	$ 1,400	$ 17,650		$ 110,000
Litigation settlement amount paid in lump sum				$ 14,000		61,600
Litigation settlement amount paid in installment payments						48,000
Litigation settlement, installment term					14 years
Litigation settlement amount of estimated future payments per annum						$ 3,400
Litigation settlement and judgment expense									$ 17,650
Liggett and Vector Tobacco | Engle Progeny Cases
Loss Contingencies [Line Items]
Cases settled | case										187
Amount of litigation settlement awarded to other party										$ 7,700
Cases pending | case							60			60

XML

Notes Payable, Long-Term Debt and Other Obligations (Fair Value of Notes Payable and Long Term Debt) (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Carrying Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Notes payable and long-term debt	$ 1,438,486	$ 1,666,445
Estimate of Fair Value Measurement
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Notes payable and long-term debt	1,431,116	1,565,459
Senior Notes | Carrying Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Notes payable and long-term debt	1,175,000	1,175,000
Senior Notes | Estimate of Fair Value Measurement
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Notes payable and long-term debt	1,145,375	1,034,500
Variable Interest Senior Convertible Debt | Carrying Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Notes payable and long-term debt	218,893	429,176
Variable Interest Senior Convertible Debt | Estimate of Fair Value Measurement
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Notes payable and long-term debt	241,136	468,704
Liggett and other | Carrying Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Notes payable and long-term debt	44,593	62,269
Liggett and other | Estimate of Fair Value Measurement
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Notes payable and long-term debt	$ 44,605	$ 62,255

XML

Contingencies (Activity in Accruals for MSA and Tobacco Litigation Schedule) (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
Loss Contingency Accrual [Roll Forward]
Current liabilities, beginning balance	$ 36,871	$ 12,645
Expenses	126,806	128,085
NPM Settlement adjustment		(595)
Change in MSA obligations capitalized as inventory	2,756	605
Payments	(32,314)	(10,288)
Interest on withholding	187	26
Current liabilities, ending balance	136,752	130,049
Noncurrent liabilities, beginning balance	38,177	41,319
Expenses	0	0
NPM Settlement adjustment		(5,703)
Payments	0	(40)
Reclassification to/(from) non-current liabilities	2,446	(429)
Interest on withholding	1,600	1,602
Noncurrent liabilities, ending balance	37,331	37,607
Payments due under Master Settlement Agreement
Loss Contingency Accrual [Roll Forward]
Current liabilities, beginning balance	36,561	12,385
Expenses	125,911	127,510
NPM Settlement adjustment		(595)
Change in MSA obligations capitalized as inventory	2,756	605
Payments	(31,959)	(9,463)
Interest on withholding	0	0
Current liabilities, ending balance	132,377	129,795
Noncurrent liabilities, beginning balance	16,383	21,479
Expenses	0	0
NPM Settlement adjustment		(5,703)
Payments	0	(40)
Reclassification to/(from) non-current liabilities	(892)	(647)
Interest on withholding	0	0
Noncurrent liabilities, ending balance	17,275	16,383
Litigation Accruals
Loss Contingency Accrual [Roll Forward]
Current liabilities, beginning balance	310	260
Expenses	895	575
NPM Settlement adjustment		0
Change in MSA obligations capitalized as inventory	0	0
Payments	(355)	(825)
Interest on withholding	187	26
Current liabilities, ending balance	4,375	254
Noncurrent liabilities, beginning balance	21,794	19,840
Expenses	0	0
NPM Settlement adjustment		0
Payments	0	0
Reclassification to/(from) non-current liabilities	3,338	218
Interest on withholding	1,600	1,602
Noncurrent liabilities, ending balance	$ 20,056	$ 21,224

XML

Contingencies (Certain MSA Disputes) (Details) $ in Thousands	9 Months Ended	72 Months Ended
	Sep. 30, 2019 USD ($) state	Dec. 31, 2018 USD ($)
2003 NPM Adjustment
Loss Contingencies [Line Items]
Number of states agreed to single arbitration | state	48
Aggregate number of settling states | state	49
Number of settling states with diligence not contested | state	37
Combined allocable share, percentage	75.00%
Liggett and Vector Tobacco | 2004-2010 NPM Adjustment
Loss Contingencies [Line Items]
Amounts accrued | $	$ 13,400
Liggett and Vector Tobacco | Cost of Sales | Health Care Cost Recovery Actions, NPM Adjustment
Loss Contingencies [Line Items]
Settlement adjustment credit | $		$ 32,840
Liggett | 2011-2015 NPM Adjustment
Loss Contingencies [Line Items]
Amounts accrued | $	$ 36,300

XML

Condensed Consolidating Financial Information (Statements of Operations) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Condensed Financial Statements, Captions [Line Items]
Revenues	$ 504,790	$ 513,869	$ 1,464,146	$ 1,424,323
Expenses:
Cost of sales	345,456	360,302	999,650	987,343
Operating, selling, administrative and general expenses	92,374	87,549	278,047	262,961
Litigation settlement and judgment expense	240	0	895	(1,944)
Management fee expense	0	0	0	0
Operating income	66,720	66,018	185,554	175,963
Other income (expenses):
Interest expense	(32,963)	(51,084)	(103,236)	(145,452)
Change in fair value of derivatives embedded within convertible debt	6,182	10,005	20,319	31,289
Equity in earnings (losses) from real estate ventures	8,050	294	12,002	(8,378)
Equity in earnings in consolidated subsidiaries	0	0	0	0
Management fee income	0	0	0	0
Other, net	1,755	4,481	13,653	13,660
Income before provision for income taxes	49,744	29,714	128,292	67,082
Income tax benefit (expense)	(13,736)	(14,686)	(37,944)	(29,394)
Net income	36,008	15,028	90,348	37,688
Net income attributed to non-controlling interest	0	(3,026)	(80)	(657)
Net income attributed to Vector Group Ltd.	36,008	12,002	90,268	37,031
Comprehensive income attributed to non-controlling interest	0	(3,026)	(80)	(657)
Comprehensive income attributed to Vector Group Ltd.	36,352	12,320	91,798	37,918
Consolidating Adjustments
Condensed Financial Statements, Captions [Line Items]
Revenues	(119)	(119)	(358)	(358)
Expenses:
Cost of sales	0	0	0	0
Operating, selling, administrative and general expenses	(119)	(119)	(358)	(358)
Litigation settlement and judgment expense	0		0	0
Management fee expense	(2,993)	(2,878)	(8,978)	(8,632)
Operating income	2,993	2,878	8,978	8,632
Other income (expenses):
Interest expense	225	0	673	0
Change in fair value of derivatives embedded within convertible debt	0	0	0	0
Equity in earnings (losses) from real estate ventures	0	0	0	0
Equity in earnings in consolidated subsidiaries	(63,376)	(50,102)	(169,528)	(136,615)
Management fee income	(2,993)	(2,878)	(8,978)	(8,632)
Other, net	(1,100)	0	(1,100)	0
Income before provision for income taxes	(64,251)	(50,102)	(169,955)	(136,615)
Income tax benefit (expense)	0	0	0	0
Net income	(64,251)	(50,102)	(169,955)	(136,615)
Net income attributed to non-controlling interest	0	0	0	0
Net income attributed to Vector Group Ltd.	(64,251)	(50,102)	(169,955)	(136,615)
Comprehensive income attributed to non-controlling interest	0	0	0	0
Comprehensive income attributed to Vector Group Ltd.	(64,486)	(50,249)	(170,659)	(137,046)
Parent/Issuer | Reportable Legal Entities
Condensed Financial Statements, Captions [Line Items]
Revenues	0	0	0	0
Expenses:
Cost of sales	0	0	0	0
Operating, selling, administrative and general expenses	9,490	8,915	28,836	26,331
Litigation settlement and judgment expense	0		0	0
Management fee expense	0	0	0	0
Operating income	(9,490)	(8,915)	(28,836)	(26,331)
Other income (expenses):
Interest expense	(32,023)	(50,317)	(100,277)	(143,286)
Change in fair value of derivatives embedded within convertible debt	6,182	10,005	20,319	31,289
Equity in earnings (losses) from real estate ventures	0	0	0	0
Equity in earnings in consolidated subsidiaries	61,483	50,102	162,911	136,615
Management fee income	2,993	2,878	8,978	8,632
Other, net	(655)	5,079	9,307	13,899
Income before provision for income taxes	28,490	8,832	72,402	20,818
Income tax benefit (expense)	7,518	3,170	17,866	16,213
Net income	36,008	12,002	90,268	37,031
Net income attributed to non-controlling interest	0	0	0	0
Net income attributed to Vector Group Ltd.	36,008	12,002	90,268	37,031
Comprehensive income attributed to non-controlling interest	0	0	0	0
Comprehensive income attributed to Vector Group Ltd.	36,352	12,320	91,798	37,918
Subsidiary Guarantors | Reportable Legal Entities
Condensed Financial Statements, Captions [Line Items]
Revenues	303,379	302,128	854,875	844,316
Expenses:
Cost of sales	209,192	219,769	590,956	597,492
Operating, selling, administrative and general expenses	18,376	16,497	53,234	49,342
Litigation settlement and judgment expense	240		895	525
Management fee expense	2,993	2,878	8,978	8,632
Operating income	72,578	62,984	200,812	188,325
Other income (expenses):
Interest expense	(937)	(760)	(2,947)	(2,103)
Change in fair value of derivatives embedded within convertible debt	0	0	0	0
Equity in earnings (losses) from real estate ventures	0	0	0	0
Equity in earnings in consolidated subsidiaries	1,893	0	6,617
Management fee income	0	0	0	0
Other, net	1,702	(940)	2,302	(1,259)
Income before provision for income taxes	75,236	61,284	206,784	184,963
Income tax benefit (expense)	(18,231)	(15,885)	(50,297)	(47,433)
Net income	57,005	45,399	156,487	137,530
Net income attributed to non-controlling interest	0	0	0	0
Net income attributed to Vector Group Ltd.	57,005	45,399	156,487	137,530
Comprehensive income attributed to non-controlling interest	0	0	0	0
Comprehensive income attributed to Vector Group Ltd.	57,240	45,546	157,191	137,961
Subsidiary Non-Guarantors | Reportable Legal Entities
Condensed Financial Statements, Captions [Line Items]
Revenues	201,530	211,860	609,629	580,365
Expenses:
Cost of sales	136,264	140,533	408,694	389,851
Operating, selling, administrative and general expenses	64,627	62,256	196,335	187,646
Litigation settlement and judgment expense	0		0	(2,469)
Management fee expense	0	0	0	0
Operating income	639	9,071	4,600	5,337
Other income (expenses):
Interest expense	(228)	(7)	(685)	(63)
Change in fair value of derivatives embedded within convertible debt	0	0	0	0
Equity in earnings (losses) from real estate ventures	8,050	294	12,002	(8,378)
Equity in earnings in consolidated subsidiaries	0	0	0	0
Management fee income	0	0	0	0
Other, net	1,808	342	3,144	1,020
Income before provision for income taxes	10,269	9,700	19,061	(2,084)
Income tax benefit (expense)	(3,023)	(1,971)	(5,513)	1,826
Net income	7,246	7,729	13,548	(258)
Net income attributed to non-controlling interest	0	(3,026)	(80)	(657)
Net income attributed to Vector Group Ltd.	7,246	4,703	13,468	(915)
Comprehensive income attributed to non-controlling interest	0	(3,026)	(80)	(657)
Comprehensive income attributed to Vector Group Ltd.	$ 7,246	$ 4,703	$ 13,468	$ (915)

XML

Leases - Lease Expense and Cash Outflows from Operating and Finance Leases (Details) (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2019
Leases [Abstract]
Operating lease cost	$ 9,707	$ 28,212
Short-term lease cost	397	910
Variable lease cost	715	2,405
Amortization	67	186
Interest on lease liabilities	5	12
Total lease cost	$ 10,891	31,725
Cash paid for amounts included in measurement of lease liabilities:
Operating cash flows from operating leases		28,023
Operating cash flows from finance leases		12
Financing cash flows from finance leases		182
Right-of-use assets obtained in exchange for lease obligations:
Operating leases		32,511
Finance leases		$ 159

XML

Inventories (Schedule of Inventories) (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Inventory Disclosure [Abstract]
Leaf tobacco	$ 46,706	$ 42,917
Other raw materials	4,318	3,750
Work-in-process	856	1,931
Finished goods	69,337	63,937
Inventories at current cost	121,217	112,535
LIFO adjustments	(22,038)	(21,538)
Inventory, net	$ 99,179	$ 90,997

XML

Notes Payable, Long-Term Debt and Other Obligations (Components of Debt) (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Jan. 15, 2019	Dec. 31, 2018
Debt Instrument [Line Items]
Notes payable, long-term debt and other obligations	$ 1,438,486		$ 1,666,445
Less: Debt issuance costs	(20,378)		(23,614)
Total notes payable, long-term debt and other obligations	1,418,108		1,642,831
Less: Current maturities	(239,867)		(256,134)
Amount due after one year	1,178,241		1,386,697
Fair value of derivatives embedded within convertible debt	0		24,789
Senior Notes | 6.125% Senior Secured Notes due 2025
Debt Instrument [Line Items]
Notes payable, long-term debt and other obligations	$ 850,000		850,000
Interest rate	6.125%
Senior Notes | 10.5% Senior Notes due 2026
Debt Instrument [Line Items]
Interest rate	10.50%
Variable Interest Senior Convertible Debt | 10.5% Senior Notes due 2026
Debt Instrument [Line Items]
Notes payable, long-term debt and other obligations	$ 325,000		325,000
Variable Interest Senior Convertible Debt | 7.5% Variable Interest Senior Convertible Notes due 2019, net of unamortized discount of $0 and $3,359
Debt Instrument [Line Items]
Notes payable, long-term debt and other obligations	0		226,641
Unamortized discount	$ 0		3,359
Interest rate	7.50%	7.50%
Fair value of derivatives embedded within convertible debt	$ 0		6,635
Variable Interest Senior Convertible Debt | 5.5% Variable Interest Senior Convertible Debentures due 2020, net of unamortized discount of $13,107 and $29,465
Debt Instrument [Line Items]
Notes payable, long-term debt and other obligations	218,893		202,535
Unamortized discount	$ 13,107		29,465
Interest rate	5.50%
Fair value of derivatives embedded within convertible debt	$ 11,105		24,789
Line of Credit | Revolving credit facility | Liggett
Debt Instrument [Line Items]
Notes payable, long-term debt and other obligations	11,735		28,381
Line of Credit | Term loan under credit facility | Liggett
Debt Instrument [Line Items]
Notes payable, long-term debt and other obligations	2,188		2,409
Equipment loans | Liggett
Debt Instrument [Line Items]
Notes payable, long-term debt and other obligations	446		1,039
Other
Debt Instrument [Line Items]
Notes payable, long-term debt and other obligations	$ 30,224		$ 30,440

XML

Condensed Consolidating Financial Information (Statements of Cash Flows) (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
Condensed Financial Statements, Captions [Line Items]
Net cash provided by operating activities	$ 195,349	$ 209,808
Cash flows from investing activities:
Sale of investment securities	16,186	14,895
Maturities of investment securities	45,798	16,899
Purchase of investment securities	(76,094)	(22,516)
Purchase of long-term investments	(1,000)	0
Investments in real estate ventures	(36,269)	(6,132)
Purchase of subsidiaries	(323)	(370)
Distributions from investments in real estate ventures	30,934	37,819
Increase in cash surrender value of life insurance policies	(773)	(806)
Decrease in restricted assets	661	254
Investments in subsidiaries	0	0
Proceeds from sale of fixed assets	17	0
Capital expenditures	(10,158)	(12,546)
Repayments of notes receivable	0	67
Pay downs of investment securities	828	1,293
Investments in real estate, net	(1,910)	(1,495)
Net cash (used in) provided by investing activities	(32,103)	27,362
Cash flows from financing activities:
Deferred financing costs	(36)	0
Repayments of debt	(230,874)	(1,490)
Borrowings under revolver	204,506	261,058
Repayments on revolver	(221,373)	(264,654)
Capital contributions received	0	0
Intercompany dividends paid	0	0
Dividends and distributions on common stock	(179,449)	(169,571)
Distributions to non-controlling interest	(285)	(2,521)
Proceeds from issuance of Vector common stock	0
Proceeds from exercise of Vector options	0
Tax benefit of options exercised	0
Other	(46)	0
Net cash used in financing activities	(427,557)	(177,178)
Net (decrease) increase in cash, cash equivalents and restricted cash	(264,311)	59,992
Cash, cash equivalents and restricted cash, beginning of period	591,729	310,937
Cash, cash equivalents and restricted cash, end of period	327,418	370,929
Consolidating Adjustments
Condensed Financial Statements, Captions [Line Items]
Net cash provided by operating activities	(195,005)	(174,152)
Cash flows from investing activities:
Sale of investment securities	0	0
Maturities of investment securities	0	0
Purchase of investment securities	0	0
Purchase of long-term investments	0
Investments in real estate ventures	0	0
Purchase of subsidiaries	0	0
Distributions from investments in real estate ventures	0	0
Increase in cash surrender value of life insurance policies	0	0
Decrease in restricted assets	0	0
Investments in subsidiaries	42,604	8,103
Proceeds from sale of fixed assets	0
Capital expenditures	0	0
Repayments of notes receivable		(20,000)
Pay downs of investment securities	0	0
Investments in real estate, net	0	0
Net cash (used in) provided by investing activities	42,604	(11,897)
Cash flows from financing activities:
Deferred financing costs	0
Repayments of debt	0	20,000
Borrowings under revolver	0	0
Repayments on revolver	0	0
Capital contributions received	(42,604)	(8,103)
Intercompany dividends paid	195,005	174,152
Dividends and distributions on common stock	0	0
Distributions to non-controlling interest	0	0
Proceeds from issuance of Vector common stock	0
Proceeds from exercise of Vector options	0
Tax benefit of options exercised	0
Other	0
Net cash used in financing activities	152,401	186,049
Net (decrease) increase in cash, cash equivalents and restricted cash	0	0
Cash, cash equivalents and restricted cash, beginning of period	0	0
Cash, cash equivalents and restricted cash, end of period	0	0
Parent/Issuer | Reportable Legal Entities
Condensed Financial Statements, Captions [Line Items]
Net cash provided by operating activities	122,305	118,890
Cash flows from investing activities:
Sale of investment securities	16,186	10,940
Maturities of investment securities	45,798	16,899
Purchase of investment securities	(76,094)	(22,516)
Purchase of long-term investments	0
Investments in real estate ventures	0	0
Purchase of subsidiaries	0	0
Distributions from investments in real estate ventures	0	0
Increase in cash surrender value of life insurance policies	(311)	(345)
Decrease in restricted assets	(22)	14
Investments in subsidiaries	(42,604)	(8,103)
Proceeds from sale of fixed assets	0
Capital expenditures	0	(15)
Repayments of notes receivable		20,000
Pay downs of investment securities	828	1,293
Investments in real estate, net	0	0
Net cash (used in) provided by investing activities	(56,219)	18,167
Cash flows from financing activities:
Deferred financing costs	0
Repayments of debt	(230,000)	0
Borrowings under revolver	0	0
Repayments on revolver	0	0
Capital contributions received	0	0
Intercompany dividends paid	0	0
Dividends and distributions on common stock	(179,449)	(169,571)
Distributions to non-controlling interest	0	0
Proceeds from issuance of Vector common stock	0
Proceeds from exercise of Vector options	0
Tax benefit of options exercised	0
Other	0
Net cash used in financing activities	(409,449)	(169,571)
Net (decrease) increase in cash, cash equivalents and restricted cash	(343,363)	(32,514)
Cash, cash equivalents and restricted cash, beginning of period	474,880	194,719
Cash, cash equivalents and restricted cash, end of period	131,517	162,205
Subsidiary Guarantors | Reportable Legal Entities
Condensed Financial Statements, Captions [Line Items]
Net cash provided by operating activities	259,426	244,377
Cash flows from investing activities:
Sale of investment securities	0	3,955
Maturities of investment securities	0	0
Purchase of investment securities	0	0
Purchase of long-term investments	0
Investments in real estate ventures	0	0
Purchase of subsidiaries	0	0
Distributions from investments in real estate ventures	0	0
Increase in cash surrender value of life insurance policies	(462)	(461)
Decrease in restricted assets	683	240
Investments in subsidiaries	0	0
Proceeds from sale of fixed assets	8
Capital expenditures	(3,425)	(4,175)
Repayments of notes receivable		0
Pay downs of investment securities	0	0
Investments in real estate, net	0	0
Net cash (used in) provided by investing activities	(3,196)	(441)
Cash flows from financing activities:
Deferred financing costs	(36)
Repayments of debt	(720)	(21,263)
Borrowings under revolver	204,506	261,058
Repayments on revolver	(221,373)	(264,654)
Capital contributions received	675	650
Intercompany dividends paid	(153,868)	(128,308)
Dividends and distributions on common stock	0	0
Distributions to non-controlling interest	0	0
Proceeds from issuance of Vector common stock	0
Proceeds from exercise of Vector options	0
Tax benefit of options exercised	0
Other	0
Net cash used in financing activities	(170,816)	(152,517)
Net (decrease) increase in cash, cash equivalents and restricted cash	85,414	91,419
Cash, cash equivalents and restricted cash, beginning of period	23,849	20,175
Cash, cash equivalents and restricted cash, end of period	109,263	111,594
Subsidiary Non-Guarantors | Reportable Legal Entities
Condensed Financial Statements, Captions [Line Items]
Net cash provided by operating activities	8,623	20,693
Cash flows from investing activities:
Sale of investment securities	0	0
Maturities of investment securities	0	0
Purchase of investment securities	0	0
Purchase of long-term investments	(1,000)
Investments in real estate ventures	(36,269)	(6,132)
Purchase of subsidiaries	(323)	(370)
Distributions from investments in real estate ventures	30,934	37,819
Increase in cash surrender value of life insurance policies	0	0
Decrease in restricted assets	0	0
Investments in subsidiaries	0	0
Proceeds from sale of fixed assets	9
Capital expenditures	(6,733)	(8,356)
Repayments of notes receivable		67
Pay downs of investment securities	0	0
Investments in real estate, net	(1,910)	(1,495)
Net cash (used in) provided by investing activities	(15,292)	21,533
Cash flows from financing activities:
Deferred financing costs	0
Repayments of debt	(154)	(227)
Borrowings under revolver	0	0
Repayments on revolver	0	0
Capital contributions received	41,929	7,453
Intercompany dividends paid	(41,137)	(45,844)
Dividends and distributions on common stock	0	0
Distributions to non-controlling interest	(285)	(2,521)
Proceeds from issuance of Vector common stock	0
Proceeds from exercise of Vector options	0
Tax benefit of options exercised	0
Other	(46)
Net cash used in financing activities	307	(41,139)
Net (decrease) increase in cash, cash equivalents and restricted cash	(6,362)	1,087
Cash, cash equivalents and restricted cash, beginning of period	93,000	96,043
Cash, cash equivalents and restricted cash, end of period	$ 86,638	$ 97,130

XML

Investment Securities At Fair Value (Maturity Dates of Marketable Debt Securities) (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Debt Securities, Available-for-sale [Line Items]
Market Value	$ 94,567	$ 84,367
Under 1 Year	46,103
1 Year up to 5 Years	48,464
More than 5 Years	0
U.S. Government securities
Debt Securities, Available-for-sale [Line Items]
Market Value	17,543
Under 1 Year	7,090
1 Year up to 5 Years	10,453
More than 5 Years	0
Corporate securities
Debt Securities, Available-for-sale [Line Items]
Market Value	50,159
Under 1 Year	20,328
1 Year up to 5 Years	29,831
More than 5 Years	0
U.S. mortgage-backed securities
Debt Securities, Available-for-sale [Line Items]
Market Value	10,361
Under 1 Year	3,053
1 Year up to 5 Years	7,308
More than 5 Years	0
Commercial mortgage-backed securities
Debt Securities, Available-for-sale [Line Items]
Market Value	388
Under 1 Year	24
1 Year up to 5 Years	364
More than 5 Years	0
Commercial paper
Debt Securities, Available-for-sale [Line Items]
Market Value	13,934
Under 1 Year	13,934
1 Year up to 5 Years	0
More than 5 Years	0
Index-linked U.S. bonds
Debt Securities, Available-for-sale [Line Items]
Market Value	1,174
Under 1 Year	1,174
1 Year up to 5 Years	0
More than 5 Years	0
Foreign fixed-income securities
Debt Securities, Available-for-sale [Line Items]
Market Value	1,008
Under 1 Year	500
1 Year up to 5 Years	508
More than 5 Years	$ 0

XML

Long-Term Investments (Equity-Method Investments) (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended		9 Months Ended
	Oct. 09, 2019	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018
Schedule of Equity Method Investments [Line Items]
Equity-method investments		$ 14,531		$ 14,531		$ 11,631
Proceeds from long-term equity method investment				1,495	$ 1,231
Equity in (losses) earnings from investments		(468)	$ 3,230	(791)	$ 9,205
Indian Creek Investors LP (“Indian Creek”)
Schedule of Equity Method Investments [Line Items]
Equity-method investments		$ 665		$ 665		1,167
Equity-method ownership percentage		12.47%		12.47%
Boyar Value Fund (“Boyar”)
Schedule of Equity Method Investments [Line Items]
Equity-method investments		$ 9,362		$ 9,362		8,384
Equity-method ownership percentage		35.65%		35.65%
Quoted market value		$ 9,362		$ 9,362
Optika Fund LLC (“Optika”)
Schedule of Equity Method Investments [Line Items]
Equity-method investments		$ 4,504		$ 4,504		0
Equity-method ownership percentage		10.76%		10.76%
Contributions to equity method investments		$ 5,000
Ladenburg Thalmann Financial Services Inc. (“LTS”)
Schedule of Equity Method Investments [Line Items]
Equity-method investments		$ 0		$ 0		2,080
Equity-method ownership percentage		10.22%		10.22%
Quoted market value		$ 36,003		$ 36,003
Castle Brands, Inc. (“Castle”)
Schedule of Equity Method Investments [Line Items]
Equity-method investments		$ 0		$ 0		$ 0
Equity-method ownership percentage		7.62%		7.62%
Quoted market value		$ 16,248		$ 16,248
Subsequent Event | Castle Brands, Inc. (“Castle”)
Schedule of Equity Method Investments [Line Items]
Sale of stock (in dollars per share)	$ 1.27
Sale of stock (in shares)	12,895,017
Proceeds from sale	$ 16,377

XML

Summary of Significant Accounting Policies (Reconciliation of Cash, Cash Equivalents, and Restricted Cash) (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018	Sep. 30, 2018	Dec. 31, 2017
Accounting Policies [Abstract]
Cash and cash equivalents	$ 319,298	$ 584,581
Restricted cash and cash equivalents included in other current assets	3,660	2,697
Restricted cash and cash equivalents included in other assets	4,460	4,451
Total cash, cash equivalents, and restricted cash shown in the Condensed Consolidated Statement of Cash Flows	$ 327,418	$ 591,729	$ 370,929	$ 310,937

XML

Summary of Significant Accounting Policies (Schedule of Other, Net) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Accounting Policies [Abstract]
Interest and dividend income	$ 3,083	$ 2,466	$ 9,430	$ 6,533
Equity in (losses) earnings from investments	(468)	3,230	(791)	9,205
Net (losses) gains recognized on investment securities	(1,487)	(962)	5,601	(1,295)
Net periodic benefit cost other than the service costs	(576)	(254)	(1,692)	(761)
Other income (expense)	1,203	1	1,105	(22)
Other, net	$ 1,755	$ 4,481	$ 13,653	$ 13,660

XML

Segment Information

9 Months Ended

Sep. 30, 2019

Segment Reporting [Abstract]

Segment Information

SEGMENT INFORMATION

The Company’s business segments for the three and nine months ended September 30, 2019 and 2018 were Tobacco and Real Estate. The Tobacco segment consisted of the manufacture and sale of conventional cigarettes. The Real Estate segment included the Company’s investment in New Valley LLC, which includes Douglas Elliman, Escena, Sagaponack and investments in real estate ventures. The accounting policies of the segments are the same as those described in the summary of significant accounting policies.

Financial information for the Company’s operations before taxes and non-controlling interests for the three and nine months ended September 30, 2019 and 2018 were as follows:

				Real				Corporate
	Tobacco			Estate				and Other			Total
Three months ended September 30, 2019
Revenues	$	303,260		$	201,530			$	—		$	504,790
Operating income (loss)	72,799		(1)	628				(6,707		)	66,720
Equity in earnings from real estate ventures	—			8,050				—			8,050
Depreciation and amortization	1,941			2,240				249			4,430
Three months ended September 30, 2018
Revenues	$	302,009		$	211,860			$	—		$	513,869
Operating income (loss)	63,259			9,115				(6,356		)	66,018
Equity in earnings from real estate ventures	—			294				—			294
Depreciation and amortization	2,059			2,398				250			4,707
Nine months ended September 30, 2019
Revenues	$	854,517		$	609,629			$	—		$	1,464,146
Operating income (loss)	201,594		(2)	4,672				(20,712		)	185,554
Equity in earnings from real estate ventures	—			12,002				—			12,002
Depreciation and amortization	5,848			6,765				749			13,362
Capital expenditures	3,425			6,733				—			10,158
Nine months ended September 30, 2018
Revenues	$	843,958		$	580,365			$	—		$	1,424,323
Operating income (loss)	189,185		(3)	6,222			(4)	(19,444		)	175,963
Equity in losses from real estate ventures	—			(8,378		)		—			(8,378		)
Depreciation and amortization	6,171			7,105				767			14,043
Capital expenditures	4,175			8,356				15			12,546

⁽¹⁾  Operating income includes $240 of litigation settlement and judgment expense.

⁽²⁾  Operating income includes $895 of litigation settlement and judgment expense.

⁽³⁾   Operating income includes $6,298 of income from a settlement of a long-standing dispute related to the Master Settlement Agreement, and $525 of litigation settlement and judgment expense.

⁽⁴⁾ 

Operating income includes $2,469 of litigation settlement and judgment income.

XML

Revenue Recognition (Tables)

9 Months Ended

Sep. 30, 2019

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenue

In the following table, revenue is disaggregated by major product line for the Tobacco segment:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2019		2018		2019		2018
Tobacco Segment Revenues:
Core Discount Brands - EAGLE 20’s, PYRAMID, GRAND PRIX, LIGGETT SELECT, and EVE	$	273,918	$	274,405	$	774,301	$	764,306
Other Brands	29,342		27,604		80,216		79,652
Total tobacco revenues	$	303,260	$	302,009	$	854,517	$	843,958

In the following table, revenue is disaggregated by major services line and primary geographical market for the Real Estate segment:

	Three Months Ended September 30, 2019
	New York City		Northeast		Southeast		West		Total
Real Estate Segment Revenues:
Commission brokerage income	$	73,081	$	47,066	$	25,008	$	27,770	$	172,925
Development marketing	6,920		—		7,614		3,992		18,526
Property management revenue	8,484		184		—		—		8,668
Title fees	—		1,049		—		—		1,049
Total Douglas Elliman revenue	88,485		48,299		32,622		31,762		201,168
Other real estate revenues	—		—		—		362		362
Total real estate revenues	$	88,485	$	48,299	$	32,622	$	32,124	$	201,530

	Three Months Ended September 30, 2018
	New York City		Northeast			Southeast		West		Total
Real Estate Segment Revenues:
Commission brokerage income	$	79,192	$	48,996		$	22,491	$	26,802	$	177,481
Development marketing	16,187		—			8,088		402		24,677
Property management revenue	8,528		(381		)	—		—		8,147
Title fees	—		1,174			—		—		1,174
Total Douglas Elliman revenue	103,907		49,789			30,579		27,204		211,479
Other real estate revenues	—		—			—		381		381
Total real estate revenues	$	103,907	$	49,789		$	30,579	$	27,585	$	211,860

	Nine Months Ended September 30, 2019
	New York City		Northeast		Southeast		West		Total
Real Estate Segment Revenues:
Commission brokerage income	$	243,061	$	118,057	$	79,303	$	77,952	$	518,373
Development marketing	41,024		—		10,680		4,021		55,725
Property management revenue	26,699		538		—		—		27,237
Title fees	—		4,682		—		—		4,682
Total Douglas Elliman revenue	310,784		123,277		89,983		81,973		606,017
Other real estate revenues	—		—		—		3,612		3,612
Total real estate revenues	$	310,784	$	123,277	$	89,983	$	85,585	$	609,629

	Nine Months Ended September 30, 2018
	New York City		Northeast		Southeast		West		Total
Real Estate Segment Revenues:
Commission brokerage income	$	215,775	$	124,902	$	78,798	$	76,313	$	495,788
Development marketing	37,356		252		13,169		645		51,422
Property management revenue	25,226				—		—		25,226
Title fees	—		4,085		—		—		4,085
Total Douglas Elliman revenue	278,357		129,239		91,967		76,958		576,521
Other real estate revenues	—		—		—		3,844		3,844
Total real estate revenues	$	278,357	$	129,239	$	91,967	$	80,802	$	580,365

Contract Balances

The following table provides information about contracts assets and contract liabilities from development marketing and commercial leasing contracts with customers:

	September 30, 2019		January 1, 2019
Receivables, which are included in accounts receivable - trade, net	$	2,378	$	2,050
Contract assets, net, which are included in other current assets	8,809		9,264
Payables, which are included in other current liabilities	1,311		1,082
Contract liabilities, which are included in other current liabilities	7,416		7,071
Contract assets, net, which are included in other assets	20,093		15,794
Contract liabilities, which are included in other liabilities	35,258		30,445

XML

Condensed Consolidated Statements of Operations - USD ($) $ in Thousands		3 Months Ended		9 Months Ended
		Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Revenues:
Total revenues		$ 504,790	$ 513,869	$ 1,464,146	$ 1,424,323
Cost of sales:
Total cost of sales		345,456	360,302	999,650	987,343
Operating, selling, administrative and general expenses		92,374	87,549	278,047	262,961
Litigation settlement and judgment expense (income)		240	0	895	(1,944)
Operating income		66,720	66,018	185,554	175,963
Other income (expenses):
Interest expense		(32,963)	(51,084)	(103,236)	(145,452)
Change in fair value of derivatives embedded within convertible debt		6,182	10,005	20,319	31,289
Equity in earnings (losses) from real estate ventures		8,050	294	12,002	(8,378)
Other, net		1,755	4,481	13,653	13,660
Income before provision for income taxes		49,744	29,714	128,292	67,082
Income tax expense		13,736	14,686	37,944	29,394
Net income		36,008	15,028	90,348	37,688
Net income attributed to non-controlling interest		0	(3,026)	(80)	(657)
Net income attributed to Vector Group Ltd.		$ 36,008	$ 12,002	$ 90,268	$ 37,031
Per basic common share:
Net income applicable to common shares attributed to Vector Group Ltd. (in dollars per share)		$ 0.23	$ 0.07	$ 0.57	$ 0.23
Per diluted common share:
Net income applicable to common shares attributed to Vector Group Ltd. (in dollars per share)		$ 0.23	$ 0.07	$ 0.56	$ 0.22
Tobacco
Revenues:
Total revenues	[1]	$ 303,260	$ 302,009	$ 854,517	$ 843,958
Cost of sales:
Total cost of sales	[1]	209,192	219,769	590,956	597,492
Litigation settlement and judgment expense (income)		240		895	525
Real estate
Revenues:
Total revenues		201,530	211,860	609,629	580,365
Cost of sales:
Total cost of sales		$ 136,264	$ 140,533	$ 408,694	$ 389,851

[1] Revenues and cost of sales include federal excise taxes of $122,951, $130,428, $347,527, and $359,199, respectively.

XML

Condensed Consolidated Statements of Stockholders' Deficiency (Parenthetical) - $ / shares	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Statement of Stockholders' Equity [Abstract]
Distributions and dividends on common stock (in dollars per share)	$ 0.38	$ 0.36	$ 1.14	$ 1.09

XML

Leases

9 Months Ended

Sep. 30, 2019

Leases [Abstract]

Leases

LEASES

Leasing Accounting Pronouncement Adoption

On January 1, 2019, the Company adopted ASU No. 2016-02 - Leases (Topic 842) applying the modified retrospective method and the option presented under ASU 2018-11 to transition only active leases as of January 1, 2019 with a cumulative effect adjustment as of that date. All comparative periods prior to January 1, 2019 retain the financial reporting and disclosure requirements of ASC 840. The Company elected the package of practical expedients permitted under the transition guidance within the new standard. The package of three expedients includes: 1) the ability to carry forward the historical lease classification, 2) the elimination of the requirement to reassess whether existing or expired agreements contain leases, and 3) the elimination of the requirement to reassess initial direct costs. The Company also elected the practical expedient related to short-term leases without purchase options reasonably certain to exercise, allowing it to exclude leases with terms of less than twelve (12) months from capitalization for all asset classes. The Company did not elect the hindsight practical expedient when determining the lease terms. The adoption of the new standard resulted in the recording of right-of-use (“ROU”) assets and lease liabilities of $128,890 and $153,676, respectively, as of January 1, 2019. The difference between the ROU assets and lease liabilities reflects the reclassification of historical deferred rent balances of approximately $22,881, and tenant improvement receivable of $355 as adjustments to the ROU asset balances, and an adjustment that increased accumulated deficit by $1,550 to recognize the impairment in ROU assets for asset groups previously identified as being impaired. The standard did not materially impact the Company’s consolidated net earnings and had no impact on cash flows. The new standard had no material impact on liquidity and had no impact on the Company’s debt-covenant compliance under its current debt agreements.

Leasing Policies

The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease ROU assets and lease liabilities on the Company’s balance sheets. Finance leases are included in investments in real estate, net, property, plant and equipment and current and long-term portions of notes payable and long-term debt on the Company’s balance sheets.

ROU assets represent the Company’s right to use an underlying asset for the duration of the lease term. Lease liabilities represent the Company’s obligation to make lease payments as determined by the lease agreement. Lease liabilities are recorded at commencement for the net present value of future lease payments over the lease term. The discount rate used is generally the Company’s estimated incremental borrowing rate unless the lessor’s implicit rate is readily determinable. Discount rates are calculated periodically to estimate the rate the Company would pay to borrow the funds necessary to obtain an asset of similar value, over a similar term, with a similar security. ROU assets are recorded and recognized at commencement for the lease liability amount, initial direct costs incurred and is reduced for lease incentives received. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Operating lease expense is recognized on a straight-line basis over the lease term. Finance lease cost is recognized on a straight-line basis over the shorter of the useful life of the asset and the lease term.

The Company has lease agreements with lease and non-lease components; the Company has elected the accounting policy to combine lease and non-lease components for all underlying asset classes.

Leases

The Company has operating and finance leases for corporate and sales offices, and certain vehicles and equipment. The leases have remaining lease terms of one year to 15 years, some of which include options to extend for up to five years, and some of which include options to terminate the leases within one year. However, the Company in general is not reasonably certain to exercise options to renew or terminate, and therefore renewal and termination options are not considered in the lease term or the ROU asset and lease liability balances. The Company’s lease population includes purchase options on equipment leases that are included in the lease payments when reasonably certain to be exercised. The Company’s lease population does not include any residual value guarantees. The Company’s lease population does not contain any material restrictive covenants.

The Company has leases with variable payments, most commonly in the form of Common Area Maintenance (“CAM”) and tax charges which are based on actual costs incurred. These variable payments were excluded from the ROU asset and lease liability balances since they are not fixed or in-substance fixed payments. Variable payments are expensed as incurred.

The components of lease expense were as follows:

	Three Months Ended		Nine Months Ended
	September 30,		September 30,
	2019		2019
Operating lease cost	$	9,707	$	28,212
Short-term lease cost	397		910
Variable lease cost	715		2,405
Finance lease cost:
Amortization	67		186
Interest on lease liabilities	5		12
Total lease cost	$	10,891	$	31,725

Supplemental cash flow information related to leases was as follows:

	Nine Months Ended
	September 30,
	2019
Cash paid for amounts included in measurement of lease liabilities:
Operating cash flows from operating leases	$	28,023
Operating cash flows from finance leases	12
Financing cash flows from finance leases	182
Right-of-use assets obtained in exchange for lease obligations:
Operating leases	32,511
Finance leases	159

Supplemental balance sheet information related to leases was as follows:

	September 30,
	2019
Operating leases:
Operating lease right-of-use assets	$	148,387
Current operating lease liability	$	19,344
Non-current operating lease liability	154,254
Total operating lease liabilities	$	173,598
Finance leases:
Investments in real estate, net	$	120		(1)
Property, plant and equipment, at cost	$	127
Accumulated amortization	(13		)
Property and equipment, net	$	114
Current portion of notes payable and long-term debt	$	110
Notes payable, long-term debt and other obligations, less current portion	120
Total finance lease liabilities	$	230
Weighted average remaining lease term:
Operating leases	8.63
Finance leases	3.00
Weighted average discount rate:
Operating leases	10.78		%
Finance leases	8.41		%

⁽¹⁾   Included in Investments in real estate, net on the condensed consolidated balance sheet are financing lease equipment, at cost of $762 and accumulated amortization of $642 as of September 30, 2019.

As of September 30, 2019, maturities of lease liabilities were as follows:

	Operating Leases			Finance  Leases
Year Ending December 31:
Remainder of 2019	$	9,965		$	39
2020	35,876			98
2021	33,786			44
2022	31,339			39
2023	29,295			31
2024	23,905			8
Thereafter	114,702			—
Total lease payments	278,868			259
Less imputed interest	(105,270		)	(29		)
Total	$	173,598		$	230

Under ASC 840, Leases, future minimum lease payments under noncancelable operating leases as of December 31, 2018 were as follows:

	Lease Commitments		Sublease Rentals		Net
Year Ending December 31:
2019	$	35,973	$	69	$	35,904
2020	29,917		—		29,917
2021	27,592		—		27,592
2022	25,185		—		25,185
2023	23,589		—		23,589
Thereafter	104,126		—		104,126
Total	$	246,382	$	69	$	246,313

The Company has one lease for office space wherein the lessor is an affiliate of a significant shareholder of the Company. This lease represents $1,368 of the ROU asset balances and $1,429 of lease liability balances as of September 30, 2019. The rent expense for this lease was approximately $115 and $344 for the three and nine months ended September 30, 2019.

As of September 30, 2019, the Company had $2,392 in undiscounted lease payments relating to additional operating leases for office space and equipment that have not yet commenced. The operating leases will commence in the fourth quarter of 2019 with lease terms ranging from 1.6 to 5 years.

Leases

LEASES

Leasing Accounting Pronouncement Adoption

On January 1, 2019, the Company adopted ASU No. 2016-02 - Leases (Topic 842) applying the modified retrospective method and the option presented under ASU 2018-11 to transition only active leases as of January 1, 2019 with a cumulative effect adjustment as of that date. All comparative periods prior to January 1, 2019 retain the financial reporting and disclosure requirements of ASC 840. The Company elected the package of practical expedients permitted under the transition guidance within the new standard. The package of three expedients includes: 1) the ability to carry forward the historical lease classification, 2) the elimination of the requirement to reassess whether existing or expired agreements contain leases, and 3) the elimination of the requirement to reassess initial direct costs. The Company also elected the practical expedient related to short-term leases without purchase options reasonably certain to exercise, allowing it to exclude leases with terms of less than twelve (12) months from capitalization for all asset classes. The Company did not elect the hindsight practical expedient when determining the lease terms. The adoption of the new standard resulted in the recording of right-of-use (“ROU”) assets and lease liabilities of $128,890 and $153,676, respectively, as of January 1, 2019. The difference between the ROU assets and lease liabilities reflects the reclassification of historical deferred rent balances of approximately $22,881, and tenant improvement receivable of $355 as adjustments to the ROU asset balances, and an adjustment that increased accumulated deficit by $1,550 to recognize the impairment in ROU assets for asset groups previously identified as being impaired. The standard did not materially impact the Company’s consolidated net earnings and had no impact on cash flows. The new standard had no material impact on liquidity and had no impact on the Company’s debt-covenant compliance under its current debt agreements.

Leasing Policies

The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease ROU assets and lease liabilities on the Company’s balance sheets. Finance leases are included in investments in real estate, net, property, plant and equipment and current and long-term portions of notes payable and long-term debt on the Company’s balance sheets.

ROU assets represent the Company’s right to use an underlying asset for the duration of the lease term. Lease liabilities represent the Company’s obligation to make lease payments as determined by the lease agreement. Lease liabilities are recorded at commencement for the net present value of future lease payments over the lease term. The discount rate used is generally the Company’s estimated incremental borrowing rate unless the lessor’s implicit rate is readily determinable. Discount rates are calculated periodically to estimate the rate the Company would pay to borrow the funds necessary to obtain an asset of similar value, over a similar term, with a similar security. ROU assets are recorded and recognized at commencement for the lease liability amount, initial direct costs incurred and is reduced for lease incentives received. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Operating lease expense is recognized on a straight-line basis over the lease term. Finance lease cost is recognized on a straight-line basis over the shorter of the useful life of the asset and the lease term.

The Company has lease agreements with lease and non-lease components; the Company has elected the accounting policy to combine lease and non-lease components for all underlying asset classes.

Leases

The Company has operating and finance leases for corporate and sales offices, and certain vehicles and equipment. The leases have remaining lease terms of one year to 15 years, some of which include options to extend for up to five years, and some of which include options to terminate the leases within one year. However, the Company in general is not reasonably certain to exercise options to renew or terminate, and therefore renewal and termination options are not considered in the lease term or the ROU asset and lease liability balances. The Company’s lease population includes purchase options on equipment leases that are included in the lease payments when reasonably certain to be exercised. The Company’s lease population does not include any residual value guarantees. The Company’s lease population does not contain any material restrictive covenants.

The Company has leases with variable payments, most commonly in the form of Common Area Maintenance (“CAM”) and tax charges which are based on actual costs incurred. These variable payments were excluded from the ROU asset and lease liability balances since they are not fixed or in-substance fixed payments. Variable payments are expensed as incurred.

The components of lease expense were as follows:

	Three Months Ended		Nine Months Ended
	September 30,		September 30,
	2019		2019
Operating lease cost	$	9,707	$	28,212
Short-term lease cost	397		910
Variable lease cost	715		2,405
Finance lease cost:
Amortization	67		186
Interest on lease liabilities	5		12
Total lease cost	$	10,891	$	31,725

Supplemental cash flow information related to leases was as follows:

	Nine Months Ended
	September 30,
	2019
Cash paid for amounts included in measurement of lease liabilities:
Operating cash flows from operating leases	$	28,023
Operating cash flows from finance leases	12
Financing cash flows from finance leases	182
Right-of-use assets obtained in exchange for lease obligations:
Operating leases	32,511
Finance leases	159

Supplemental balance sheet information related to leases was as follows:

	September 30,
	2019
Operating leases:
Operating lease right-of-use assets	$	148,387
Current operating lease liability	$	19,344
Non-current operating lease liability	154,254
Total operating lease liabilities	$	173,598
Finance leases:
Investments in real estate, net	$	120		(1)
Property, plant and equipment, at cost	$	127
Accumulated amortization	(13		)
Property and equipment, net	$	114
Current portion of notes payable and long-term debt	$	110
Notes payable, long-term debt and other obligations, less current portion	120
Total finance lease liabilities	$	230
Weighted average remaining lease term:
Operating leases	8.63
Finance leases	3.00
Weighted average discount rate:
Operating leases	10.78		%
Finance leases	8.41		%

⁽¹⁾   Included in Investments in real estate, net on the condensed consolidated balance sheet are financing lease equipment, at cost of $762 and accumulated amortization of $642 as of September 30, 2019.

As of September 30, 2019, maturities of lease liabilities were as follows:

	Operating Leases			Finance  Leases
Year Ending December 31:
Remainder of 2019	$	9,965		$	39
2020	35,876			98
2021	33,786			44
2022	31,339			39
2023	29,295			31
2024	23,905			8
Thereafter	114,702			—
Total lease payments	278,868			259
Less imputed interest	(105,270		)	(29		)
Total	$	173,598		$	230

Under ASC 840, Leases, future minimum lease payments under noncancelable operating leases as of December 31, 2018 were as follows:

	Lease Commitments		Sublease Rentals		Net
Year Ending December 31:
2019	$	35,973	$	69	$	35,904
2020	29,917		—		29,917
2021	27,592		—		27,592
2022	25,185		—		25,185
2023	23,589		—		23,589
Thereafter	104,126		—		104,126
Total	$	246,382	$	69	$	246,313

The Company has one lease for office space wherein the lessor is an affiliate of a significant shareholder of the Company. This lease represents $1,368 of the ROU asset balances and $1,429 of lease liability balances as of September 30, 2019. The rent expense for this lease was approximately $115 and $344 for the three and nine months ended September 30, 2019.

As of September 30, 2019, the Company had $2,392 in undiscounted lease payments relating to additional operating leases for office space and equipment that have not yet commenced. The operating leases will commence in the fourth quarter of 2019 with lease terms ranging from 1.6 to 5 years.

XML

New Valley LLC

9 Months Ended

Sep. 30, 2019

Real Estate [Abstract]

New Valley LLC

NEW VALLEY LLC

Investments in real estate ventures:

New Valley holds equity investments in various real estate projects domestically and internationally. The majority of New Valley’s investment in real estate ventures were located in the New York City Standard Metropolitan Statistical Area (“SMSA”). New Valley aggregates the disclosure of its investments in real estate ventures by property type and operating characteristics.

The components of “Investments in real estate ventures” were as follows:

	Range of Ownership (1)	September 30, 2019		December 31, 2018
Condominium and Mixed Use Development:
New York City SMSA	3.1% - 49.5%	$	85,221	$	65,007
All other U.S. areas	15.0% - 48.5%	48,091		31,392
		133,312		96,399
Apartment Buildings:
All other U.S. areas	7.6% - 16.3%	—		—
		—		—
Hotels:
New York City SMSA	1.0% - 18.4%	2,513		15,782
International	49.0%	2,405		2,334
		4,918		18,116
Commercial:
New York City SMSA	49.0%	1,968		1,867
All other U.S. areas	1.6%	7,468		7,053
		9,436		8,920
Other:	15.0% - 50.0%	11,903		17,670
Investments in real estate ventures		$	159,569	$	141,105

______________________

⁽¹⁾ The Range of Ownership reflects New Valley’s estimated current ownership percentage. New Valley’s 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.

Contributions:

The components of New Valley’s contributions to its investments in real estate ventures were as follows:

	Nine Months Ended
	September 30,
	2019		2018
Condominium and Mixed Use Development:
New York City SMSA	$	21,760	$	1,158
All other U.S. areas	14,000		—
	35,760		1,158
Apartment Buildings:
New York City SMSA	—		522
	—		522
Hotels:
New York City SMSA	172		167
	172		167
Other:	337		4,285
Total contributions	$	36,269	$	6,132

During the nine months ended September 30, 2019, New Valley did not make certain capital contributions to Monad Terrace, a Condominium and Mixed Use Development located in All other U.S. areas. The Company’s ownership percentage was reduced from 18% to 17% for the nine months ended September 30, 2019. For other ventures where New Valley previously held an investment, New Valley contributed its proportionate share of additional capital along with contributions by the other investment partners during the nine months ended September 30, 2019 and September 30, 2018. New Valley’s direct investment percentage for these ventures did not significantly change. 

Distributions:

The components of distributions received by New Valley from its investments in real estate ventures were as follows:

	Nine Months Ended
	September 30,
	2019		2018
Condominium and Mixed Use Development:
New York City SMSA	$	3,380	$	38,860
All other U.S. areas	1,279		—
	4,659		38,860
Apartment Buildings:
All other U.S. areas	79		295
	79		295
Hotels:
New York City SMSA	21,572		—
	21,572		—
Commercial:
New York City SMSA	13		9
All other U.S. areas	160		10,072
	173		10,081
Other	8,088		657
Total distributions	$	34,571	$	49,893

Of the distributions received by New Valley from its investment in real estate ventures, $3,637 and $12,074 were from distributions of earnings for the nine months ended September 30, 2019 and 2018, respectively, and $30,934 and $37,819 were a return of capital for the nine months ended September 30, 2019 and 2018, respectively. Distributions from earnings are included in cash from operations in the Condensed Consolidating Statements of Cash Flows, while distributions that are returns of capital are included in cash flows from investing activities in the Condensed Consolidating Statements of Cash Flows.

During the nine months ended September 30, 2019, New Valley’s Park Lane joint venture sold 80% of its interest in the Park Lane Hotel, a Hotel located in the New York City SMSA. New Valley recognized equity in earnings of $10,328 from the sale and received distributions of $20,788 for the nine months ended September 30, 2019, respectively. The sale reduced New Valley’s direct ownership percentage of the Park Lane Hotel from 5.2% to 1.0%. New Valley continues to account for its investment in the joint venture under the equity method of accounting because its ownership percentage in its direct investment continues to meet the threshold for equity method accounting.

Equity in Earnings (Losses) from Real Estate Ventures:

New Valley recognized equity in earnings (losses) from real estate ventures as follows:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2019			2018			2019			2018
Condominium and Mixed Use Development:
New York City SMSA	$	2,099		$	1,732		$	(1,127	)	$	(1,880	)
All other U.S. areas	4,600			(151		)	2,234			(976		)
	6,699			1,581			1,107			(2,856		)
Apartment Buildings:
New York City SMSA	—			(1,267		)	—			(4,550		)
All other U.S. areas	76			156			79			142
	76			(1,111		)	79			(4,408		)
Hotels:
New York City SMSA	(102		)	(749		)	8,132			(2,200		)
International	434			206			70			(362		)
	332			(543		)	8,202			(2,562		)
Commercial:
New York City SMSA	(149		)	(228		)	114			(617		)
All other U.S. areas	146			273			517			1,416
	(3		)	45			631			799
Other:	946			322			1,983			649
Equity in earnings (losses) from real estate ventures	$	8,050		$	294		$	12,002		$	(8,378	)

As part of the Company’s ongoing assessment of the carrying values of its investments in real estate ventures, the Company determined that the fair value of four New York City SMSA and one All other U.S. areas Condominium and Mixed Use Development ventures were less than their carrying value as of September 30, 2019. The Company determined that the impairment was other than temporary. The Company recorded an impairment charge as a component of equity in earnings from real estate ventures of $4,445 and $8,311 for the three and nine months ended September 30, 2019, respectively.

As part of the Company’s ongoing assessment of the carrying values of its investments in real estate ventures, the Company determined that the fair value of a New York City SMSA Condominium and Mixed Use Development venture was less than its carrying value as of September 30, 2018. The Company determined that the impairment was other than temporary. The Company recorded an impairment charge as a component of equity in losses from real estate ventures of $2,700 and $10,174, of which $2,113 and $8,467 were attributed to the Company for the three and nine months ended September 30, 2018, respectively.

Investment in Real Estate Ventures Entered into during 2019:

In February 2019, New Valley invested $500 for an approximate 37.0% interest in 352 6th, LLC. The joint venture plans to develop a condominium complex. The venture is a variable interest entity; however, New Valley is not the primary beneficiary. New Valley accounts for this investment under the equity method of accounting. New Valley's maximum exposure to loss as a result of its investment in 352 6th, LLC was $529 at September 30, 2019.

In April 2019, New Valley invested $10,018 for an approximate 17.0% interest in Meatpacking Plaza. The joint venture plans to construct a mixed use development. The venture is a variable interest entity; however, New Valley is not the primary beneficiary. New Valley accounts for this investment under the equity method of accounting. New Valley's maximum exposure to loss as a result of its investment in Meatpacking Plaza was $10,487 at September 30, 2019.

Also in April 2019, New Valley invested $5,000 for an approximate 5.5% interest in 9 DeKalb. The joint venture plans to develop a mixed use development. The venture is a variable interest entity; however, New Valley is not the primary beneficiary.

New Valley accounts for this investment under the equity method of accounting. New Valley's maximum exposure to loss as a result of its investment in 9 DeKalb was $5,234 at September 30, 2019.

In September 2019, New Valley invested $14,000 for an approximate 38.9% interest in The Park on Fifth (500 Alton Rd). The joint venture plans to construct a mixed use development. The venture is a variable interest entity; however, New Valley is not the primary beneficiary. New Valley accounts for this investment under the equity method of accounting. New Valley's maximum exposure to loss as a result of its investment in The Park on Fifth (500 Alton Rd) was $14,000 at September 30, 2019.

VIE Consideration:

The Company has determined that New Valley is the primary beneficiary of two real estate ventures because it controls the activities that most significantly impact economic performance of each of the two real estate ventures. Consequently, New Valley consolidates these variable interest entities (“VIEs”).

The carrying amount of the consolidated assets of the VIEs was $976 and $1,387 as of September 30, 2019 and December 31, 2018, respectively. Those assets are owned by the VIEs, not the Company. Neither of the two consolidated VIEs had recourse liabilities as of September 30, 2019 and December 31, 2018. A VIE’s assets can only be used to settle obligations of that VIE. The VIEs are not guarantors of the Company’s senior notes and other debts payable.

For the remaining investments in real estate ventures, New Valley determined that the entities were VIEs but New Valley was not the primary beneficiary. Therefore, New Valley’s investment in such real estate ventures has been accounted for under the equity method of accounting.

Maximum Exposure to Loss:

New Valley’s maximum exposure to loss from its investments in real estate ventures consisted of the net carrying value of the venture adjusted for any future capital commitments and/or guarantee arrangements. The maximum exposure to loss was as follows:

	September 30, 2019
Condominium and Mixed Use Development:
New York City SMSA	$	90,143
All other U.S. areas	60,591
	150,734
Hotels:
New York City SMSA	2,513
International	2,405
	4,918
Commercial:
New York City SMSA	1,968
All other U.S. areas	7,468
	9,436
Other:	26,535
Total maximum exposure to loss	$	191,623

New Valley capitalized $1,703 and $4,706 of interest costs into the carrying value of its ventures whose projects were currently under development for the three and nine months ended September 30, 2019. New Valley capitalized $2,246 and $6,549 of interest costs into the carrying value of its venture whose projects were currently under development for the three and nine months ended September 30, 2018.

Douglas Elliman has been engaged by the developers as the sole broker or the co-broker for several of the real estate ventures that New Valley owns an interest. Douglas Elliman earned gross commissions of approximately $15,394 and $16,603 from these projects for the nine months ended September 30, 2019 and 2018, respectively.

On November 1, 2019, Douglas Elliman sold its 50% interest in Innova Risk Management, an insurance brokerage company. Douglas Elliman received $8,732 in cash in November 2019 and may receive an additional $1,000 in a potential earn out over a period of two years.

Combined Financial Statements for Unconsolidated Subsidiaries:

The following summarized financial data for certain unconsolidated subsidiaries that meet certain thresholds pursuant to SEC Regulation S-X Rule 210.10-01(b) includes information for the 125 Greenwich Street investment. New Valley has elected a one-month lag reporting period for the investment.

Condominium and Mixed Use Development:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2019			2018			2019			2018
Income Statement
Revenue	$	1		$	6		$	4		$	27
Other expenses	495			745			3,250			145,223
Loss from continuing operations	$	(494	)	$	(739	)	$	(3,246	)	$	(145,196	)

Investments in Real Estate, net:

The components of “Investments in real estate, net” were as follows:

	September 30, 2019		December 31, 2018
Escena, net	$	10,049	$	10,170
Sagaponack	17,960		16,050
Investments in real estate, net	$	28,009	$	26,220

Escena.  The assets of “Escena, net” were as follows:

	September 30, 2019			December 31, 2018
Land and land improvements	$	8,910		$	8,910
Building and building improvements	1,926			1,900
Other	1,680			2,162
	12,516			12,972
Less accumulated depreciation	(2,467		)	(2,802		)
	$	10,049		$	10,170

New Valley recorded operating losses of $965 and $918 for the three months ended September 30, 2019 and 2018, respectively, from Escena. New Valley recorded operating losses of $633 and $408 for the nine months ended September 30, 2019 and 2018, respectively, from Escena.

Investment in Sagaponack. In April 2015, New Valley invested $12,502 in a residential real estate project located in Sagaponack, NY. The project is wholly-owned and the balances of the project are included in the condensed consolidated financial statements of the Company. As of September 30, 2019 and December 31, 2018, the assets of Sagaponack consisted of land and land improvements of $17,960 and $16,050, respectively.

XML

Summary of Significant Accounting Policies (Narrative) (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Jan. 01, 2019	Dec. 31, 2018	Sep. 27, 2018
Accounting Policies [Abstract]
Stock dividend paid to company stockholders					5.00%
Embedded Derivative [Line Items]
Fair market value of embedded derivatives at the midpoint of the inputs	$ 11,105			$ 31,424
Impact of adoption of new accounting standards	(1,550)	$ (12,857)
AOCI Attributable to Parent
Embedded Derivative [Line Items]
Impact of adoption of new accounting standards	(4,697)	$ (6,036)
ASU 2018-02
Embedded Derivative [Line Items]
Decrease in accumulated deficit			$ 4,697
Minimum
Embedded Derivative [Line Items]
Fair market value of embedded derivatives at the midpoint of the inputs	11,080			31,371
Maximum
Embedded Derivative [Line Items]
Fair market value of embedded derivatives at the midpoint of the inputs	$ 11,132			$ 31,519

XML

Income Taxes (Tables)

9 Months Ended

Sep. 30, 2019

Income Tax Disclosure [Abstract]

Income tax expense (benefit)

The Company’s income tax expense consisted of the following:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2019			2018			2019			2018
Income before provision for income taxes	$	49,744		$	29,714		$	128,292		$	67,082
Income tax expense using estimated annual effective income tax rate	14,844			15,194			38,378			33,809
Changes in effective tax rates	(785		)	1,895			—			—
Change in estimate for the impact of Tax Cuts and Jobs Act of 2017	—			(162		)	—			(1,971		)
Impact of discrete items, net	(323		)	(2,241		)	(434		)	(2,444		)
Income tax expense	$	13,736		$	14,686		$	37,944		$	29,394

XML

New Valley LLC (Tables)

9 Months Ended

Sep. 30, 2019

Real Estate [Abstract]

Investments in real estate ventures

Distributions:

The components of distributions received by New Valley from its investments in real estate ventures were as follows:

	Nine Months Ended
	September 30,
	2019		2018
Condominium and Mixed Use Development:
New York City SMSA	$	3,380	$	38,860
All other U.S. areas	1,279		—
	4,659		38,860
Apartment Buildings:
All other U.S. areas	79		295
	79		295
Hotels:
New York City SMSA	21,572		—
	21,572		—
Commercial:
New York City SMSA	13		9
All other U.S. areas	160		10,072
	173		10,081
Other	8,088		657
Total distributions	$	34,571	$	49,893

The components of “Investments in real estate ventures” were as follows:

	Range of Ownership (1)	September 30, 2019		December 31, 2018
Condominium and Mixed Use Development:
New York City SMSA	3.1% - 49.5%	$	85,221	$	65,007
All other U.S. areas	15.0% - 48.5%	48,091		31,392
		133,312		96,399
Apartment Buildings:
All other U.S. areas	7.6% - 16.3%	—		—
		—		—
Hotels:
New York City SMSA	1.0% - 18.4%	2,513		15,782
International	49.0%	2,405		2,334
		4,918		18,116
Commercial:
New York City SMSA	49.0%	1,968		1,867
All other U.S. areas	1.6%	7,468		7,053
		9,436		8,920
Other:	15.0% - 50.0%	11,903		17,670
Investments in real estate ventures		$	159,569	$	141,105

______________________

⁽¹⁾ The Range of Ownership reflects New Valley’s estimated current ownership percentage. New Valley’s 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.

Contributions:

The components of New Valley’s contributions to its investments in real estate ventures were as follows:

	Nine Months Ended
	September 30,
	2019		2018
Condominium and Mixed Use Development:
New York City SMSA	$	21,760	$	1,158
All other U.S. areas	14,000		—
	35,760		1,158
Apartment Buildings:
New York City SMSA	—		522
	—		522
Hotels:
New York City SMSA	172		167
	172		167
Other:	337		4,285
Total contributions	$	36,269	$	6,132

Equity in Earnings (Losses) from Real Estate Ventures:

New Valley recognized equity in earnings (losses) from real estate ventures as follows:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2019			2018			2019			2018
Condominium and Mixed Use Development:
New York City SMSA	$	2,099		$	1,732		$	(1,127	)	$	(1,880	)
All other U.S. areas	4,600			(151		)	2,234			(976		)
	6,699			1,581			1,107			(2,856		)
Apartment Buildings:
New York City SMSA	—			(1,267		)	—			(4,550		)
All other U.S. areas	76			156			79			142
	76			(1,111		)	79			(4,408		)
Hotels:
New York City SMSA	(102		)	(749		)	8,132			(2,200		)
International	434			206			70			(362		)
	332			(543		)	8,202			(2,562		)
Commercial:
New York City SMSA	(149		)	(228		)	114			(617		)
All other U.S. areas	146			273			517			1,416
	(3		)	45			631			799
Other:	946			322			1,983			649
Equity in earnings (losses) from real estate ventures	$	8,050		$	294		$	12,002		$	(8,378	)

Maximum Exposure to Loss:

New Valley’s maximum exposure to loss from its investments in real estate ventures consisted of the net carrying value of the venture adjusted for any future capital commitments and/or guarantee arrangements. The maximum exposure to loss was as follows:

	September 30, 2019
Condominium and Mixed Use Development:
New York City SMSA	$	90,143
All other U.S. areas	60,591
	150,734
Hotels:
New York City SMSA	2,513
International	2,405
	4,918
Commercial:
New York City SMSA	1,968
All other U.S. areas	7,468
	9,436
Other:	26,535
Total maximum exposure to loss	$	191,623

Combined Financial Statements for Unconsolidated Subsidiaries

Long-term investments consisted of the following:

	September 30, 2019		December 31, 2018
Equity securities at fair value that qualify for the NAV practical expedient	$	52,384	$	54,628
Equity-method investments	14,531		11,631
	$	66,915	$	66,259

Equity-method investments consisted of the following:

	September 30, 2019		December 31, 2018
Indian Creek Investors LP (“Indian Creek”)	$	665	$	1,167
Boyar Value Fund (“Boyar”)	9,362		8,384
Optika Fund LLC (“Optika”)	4,504		—
Ladenburg Thalmann Financial Services Inc. (“LTS”)	—		2,080
Castle Brands, Inc. (“Castle”)	—		—
	$	14,531	$	11,631

The following summarized financial data for certain unconsolidated subsidiaries that meet certain thresholds pursuant to SEC Regulation S-X Rule 210.10-01(b) includes information for the 125 Greenwich Street investment. New Valley has elected a one-month lag reporting period for the investment.

Condominium and Mixed Use Development:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2019			2018			2019			2018
Income Statement
Revenue	$	1		$	6		$	4		$	27
Other expenses	495			745			3,250			145,223
Loss from continuing operations	$	(494	)	$	(739	)	$	(3,246	)	$	(145,196	)

Investments in Real Estate, net

Investments in Real Estate, net:

The components of “Investments in real estate, net” were as follows:

	September 30, 2019		December 31, 2018
Escena, net	$	10,049	$	10,170
Sagaponack	17,960		16,050
Investments in real estate, net	$	28,009	$	26,220

Escena.  The assets of “Escena, net” were as follows:

	September 30, 2019			December 31, 2018
Land and land improvements	$	8,910		$	8,910
Building and building improvements	1,926			1,900
Other	1,680			2,162
	12,516			12,972
Less accumulated depreciation	(2,467		)	(2,802		)
	$	10,049		$	10,170

XML

Revenue Recognition - Other Disclosures (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2019 USD ($)
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Receivable decreased	$ 328
Payable increased	229
Contract liabilities increase	5,158
Advance payments received from customer	16,377
Performance obligations satisfied, offset by cash collections
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Receivable decreased	2,780
Payable increased	1,727
Contract liabilities increase	3,844
Advance payments received from customer	$ 15,039

XML

Leases - Maturities of Operating and Financing Lease Liabilities (Details) $ in Thousands	Sep. 30, 2019 USD ($)
Operating Leases
Remainder of 2019	$ 9,965
2020	35,876
2021	33,786
2022	31,339
2023	29,295
2024	23,905
Thereafter	114,702
Total lease payments	278,868
Less imputed interest	(105,270)
Total	173,598
Finance Leases
Remainder of 2019	39
2020	98
2021	44
2022	39
2023	31
2024	8
Thereafter	0
Total lease payments	259
Less imputed interest	(29)
Total	$ 230

XML

Investment Securities At Fair Value (Investment Securities At Fair Value Schedule) (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Investments, Debt and Equity Securities [Abstract]
Debt securities available for sale	$ 94,567	$ 84,367
Equity securities at fair value	46,123	47,202
Total investment securities at fair value	$ 140,690	$ 131,569

XML

Segment Information (Details) - USD ($) $ in Thousands		3 Months Ended		9 Months Ended
		Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Segment Reporting Information [Line Items]
Total revenues		$ 504,790	$ 513,869	$ 1,464,146	$ 1,424,323
Operating income (loss)		66,720	66,018	185,554	175,963
Equity in earnings (losses) from real estate ventures		8,050	294	12,002	(8,378)
Depreciation and amortization		4,430	4,707	13,362	14,043
Capital expenditures				10,158	12,546
Litigation judgment expense		240	0	895	(1,944)
Corporate and Other
Segment Reporting Information [Line Items]
Total revenues		0	0	0	0
Operating income (loss)		(6,707)	(6,356)	(20,712)	(19,444)
Equity in earnings (losses) from real estate ventures		0	0	0	0
Depreciation and amortization		249	250	749	767
Capital expenditures				0	15
Tobacco
Segment Reporting Information [Line Items]
Total revenues	[1]	303,260	302,009	854,517	843,958
Litigation judgment expense		240		895	525
Litigation settlement income					(6,298)
Tobacco | Operating Segments
Segment Reporting Information [Line Items]
Total revenues			302,009		843,958
Operating income (loss)		72,799	63,259	201,594	189,185
Equity in earnings (losses) from real estate ventures		0	0	0	0
Depreciation and amortization		1,941	2,059	5,848	6,171
Capital expenditures				3,425	4,175
Real estate
Segment Reporting Information [Line Items]
Total revenues		201,530	211,860	609,629	580,365
Litigation settlement income					(2,469)
Real estate | Operating Segments
Segment Reporting Information [Line Items]
Total revenues		201,530	211,860	609,629	580,365
Operating income (loss)		628	9,115	4,672	6,222
Equity in earnings (losses) from real estate ventures		8,050	294	12,002	(8,378)
Depreciation and amortization		$ 2,240	$ 2,398	6,765	7,105
Capital expenditures				$ 6,733	$ 8,356

[1] Revenues and cost of sales include federal excise taxes of $122,951, $130,428, $347,527, and $359,199, respectively.

XML

Contingencies (Class Actions, Health Care Cost Recovery Actions, and Upcoming Trials) (Details)	1 Months Ended
	Oct. 31, 2013 case	May 31, 2013 case	Sep. 30, 2019 defendant case	Dec. 31, 2001 case
Parsons v. AC & S Inc.
Loss Contingencies [Line Items]
Number of defendants in bankruptcy | defendant			3
Tobacco Litigation Personal Injury Cases | West Virginia
Loss Contingencies [Line Items]
Cases pending				750
Claims dismissed		1
Number of plaintiffs	30
Individual Actions Cases
Loss Contingencies [Line Items]
Cases pending			40
Pending claims scheduled for trial			2
Engle Progeny Cases
Loss Contingencies [Line Items]
Pending claims scheduled for trial			3
Liggett
Loss Contingencies [Line Items]
Cases pending			2
Liggett | Class Actions
Loss Contingencies [Line Items]
Cases pending			3
Liggett | Crow Creek Sioux Tribe v. American Tobacco Company
Loss Contingencies [Line Items]
Cases pending			1
Liggett | Individual Actions Cases | West Virginia
Loss Contingencies [Line Items]
Cases pending			2

XML

Contingencies (Individual Actions) (Details)	Sep. 30, 2019 case
Individual Actions Cases
Loss Contingencies [Line Items]
Cases pending	40
Liggett
Loss Contingencies [Line Items]
Cases pending	2
Liggett | Individual Actions Cases | Florida
Loss Contingencies [Line Items]
Cases pending	25
Liggett | Individual Actions Cases | Illinois
Loss Contingencies [Line Items]
Cases pending	7
Liggett | Individual Actions Cases | Louisiana
Loss Contingencies [Line Items]
Cases pending	2
Liggett | Individual Actions Cases | New York
Loss Contingencies [Line Items]
Cases pending	2
Liggett | Individual Actions Cases | West Virginia
Loss Contingencies [Line Items]
Cases pending	2
Liggett | Individual Actions Cases | Nevada
Loss Contingencies [Line Items]
Cases pending	1
Liggett | Individual Actions Cases | Ohio
Loss Contingencies [Line Items]
Cases pending	1

XML

Employee Benefit Plans (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Pension Benefits
Defined Benefit Plan Disclosure [Line Items]
Service cost — benefits earned during the period	$ 133	$ 147	$ 400	$ 441
Interest cost on projected benefit obligation	1,215	1,124	3,645	3,370
Expected return on assets	(1,218)	(1,393)	(3,655)	(4,179)
Amortization of prior service cost	0	0	0	0
Amortization of net loss (gain)	500	451	1,502	1,354
Net expense	630	329	1,892	986
Other Postretirement Benefits
Defined Benefit Plan Disclosure [Line Items]
Service cost — benefits earned during the period	0	2	1	3
Interest cost on projected benefit obligation	87	82	260	246
Expected return on assets	0	0	0	0
Amortization of prior service cost	1	0	3	0
Amortization of net loss (gain)	(9)	(10)	(63)	(30)
Net expense	$ 79	$ 74	$ 201	$ 219

XML

Revenue Recognition - Contract Balances (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018	Jan. 01, 2019	Dec. 31, 2018
Revenue from Contract with Customer [Abstract]
Receivables, which are included in accounts receivable - trade, net	$ 2,378,000		$ 2,378,000		$ 2,050,000
Contract assets, net, which are included in other current assets	8,809,000		8,809,000		9,264,000
Payables, which are included in other current liabilities	1,311,000		1,311,000		1,082,000
Contract liabilities, which are included in other current liabilities	7,416,000		7,416,000		7,071,000	$ 0
Contract assets, net, which are included in other assets	20,093,000		20,093,000		15,794,000
Contract liabilities, which are included in other liabilities	35,258,000		$ 35,258,000		$ 30,445,000
Commercial leasing contracts, receivable and payable term expectation			12 months
Contract liabilities estimated to be recognized over next twelve months	7,416,000		$ 7,416,000
Revenue recognized on contract liabilities			9,753,000
Revenue recognized relating to performance obligations satisfied or partially satisfied in prior periods	$ 0	$ 0	$ 0	$ 0
Performance obligation term			P2Y

XML

Summary of Significant Accounting Policies (Other Current Liabilities) (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Jan. 01, 2019	Dec. 31, 2018
Accounting Policies [Abstract]
Accounts payable	$ 14,191		$ 13,144
Accrued promotional expenses	40,977		37,940
Accrued excise and payroll taxes payable, net	5,065		14,612
Accrued interest	28,116		38,673
Commissions payable	17,730		12,975
Accrued salary and benefits	25,518		30,228
Contract liabilities	7,416	$ 7,071	0
Allowance for sales returns	6,617		6,935
Other current liabilities	29,092		25,831
Total other current liabilities	$ 174,722		$ 180,338

XML

Summary of Significant Accounting Policies (Basic and Diluted Earnings Per Share (in shares)) (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Accounting Policies [Abstract]
Weighted-average shares for basic EPS (in shares)	146,703,766	146,461,283	146,562,252	146,327,788
Plus incremental shares related to convertible debt (in shares)	0	0	961,191	0
Plus incremental shares related to stock options and non-vested restricted stock (in shares)	32,374	26,290	13,782	185,660
Weighted-average shares for diluted EPS (in shares)	146,736,140	146,487,573	147,537,225	146,513,448

XML

Investment Securities At Fair Value (Narrative) (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018
Debt Securities, Available-for-sale [Line Items]
Sale of investment securities			$ 16,186,000	$ 14,895,000
Securities that qualify for NAV	$ (781,000)	$ 405,000	4,689,000	3,641,000
Equity securities without readily determinable fair value	6,000,000		6,000,000		$ 5,000,000
Impairment and other adjustments	0	$ 0	0	0
Long-term investments
Debt Securities, Available-for-sale [Line Items]
Securities that qualify for NAV	$ 84,000		649,000	84,000
Corporate Securities and U.S. Government Securities
Debt Securities, Available-for-sale [Line Items]
Maturities of debt securities			$ 46,626,000	$ 18,192,000

XML

New Valley LLC (Combined Financial Statements for Unconsolidated Subsidiaries) (Details) - New Valley LLC - Condominium and Mixed Use Development - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Income Statement
Revenue	$ 1	$ 6	$ 4	$ 27
Other expenses	495	745	3,250	145,223
Loss from continuing operations	$ (494)	$ (739)	$ (3,246)	$ (145,196)

XML

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Current assets:
Cash and cash equivalents	$ 319,298	$ 584,581
Investment securities at fair value	140,690	131,569
Accounts receivable - trade, net	42,653	34,246
Inventories	99,179	90,997
Other current assets	32,548	30,828
Total current assets	634,368	872,221
Property, plant and equipment, net	83,932	86,736
Investments in real estate, net	28,009	26,220
Long-term investments (of which $52,384 and $54,628 were carried at fair value)	66,915	66,259
Investments in real estate ventures	159,569	141,105
Operating lease right of use assets	148,387
Goodwill and other intangible assets, net	266,034	266,611
Other assets	99,470	90,352
Total assets	1,486,684	1,549,504
Current liabilities:
Current portion of notes payable and long-term debt	239,867	256,134
Current portion of fair value of derivatives embedded within convertible debt	11,105	6,635
Current payments due under the Master Settlement Agreement	132,377	36,561
Income taxes payable, net	29,427	5,252
Current operating lease liability	19,344
Other current liabilities	174,722	180,338
Total current liabilities	606,842	484,920
Notes payable, long-term debt and other obligations, less current portion	1,178,241	1,386,697
Fair value of derivatives embedded within convertible debt	0	24,789
Non-current employee benefits	62,560	61,288
Deferred income taxes, net	34,378	37,411
Non-current operating lease liability	154,254
Payments due under the Master Settlement Agreement	17,275	16,383
Other liabilities	61,807	85,382
Total liabilities	2,115,357	2,096,870
Commitments and contingencies (Note 9)
Stockholders' deficiency:
Preferred stock, par value $1.00 per share, 10,000,000 shares authorized	0	0
Common stock, par value $0.10 per share, 250,000,000 shares authorized, 147,790,061 and 140,914,642 shares issued and outstanding	14,779	14,092
Accumulated deficit	(620,791)	(542,169)
Accumulated other comprehensive loss	(23,149)	(19,982)
Total Vector Group Ltd. stockholders' deficiency	(629,161)	(548,059)
Non-controlling interest	488	693
Total stockholders' deficiency	(628,673)	(547,366)
Total liabilities and stockholders' deficiency	$ 1,486,684	$ 1,549,504

XML

Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Statement of Comprehensive Income [Abstract]
Net income	$ 36,008	$ 15,028	$ 90,348	$ 37,688
Net unrealized (losses) gains on investment securities available for sale:
Change in net unrealized gains (losses)	2	(168)	725	(1,090)
Net unrealized (gains) losses reclassified into net income	(19)	165	(56)	989
Net unrealized (losses) gains on investment securities available for sale	(17)	(3)	669	(101)
Net change in pension-related amounts
Amortization of loss	491	441	1,439	1,324
Net change in pension-related amounts	491	441	1,439	1,324
Other comprehensive income	474	438	2,108	1,223
Income tax effect on:
Change in net unrealized gains (losses) on investment securities	(1)	47	(199)	299
Net unrealized (gains) losses reclassified into net income on investment securities	5	(46)	15	(272)
Pension-related amounts	(134)	(121)	(394)	(363)
Income tax provision on other comprehensive income	(130)	(120)	(578)	(336)
Other comprehensive income, net of tax	344	318	1,530	887
Comprehensive income	36,352	15,346	91,878	38,575
Comprehensive income attributed to non-controlling interest	0	(3,026)	(80)	(657)
Comprehensive income attributed to Vector Group Ltd.	$ 36,352	$ 12,320	$ 91,798	$ 37,918

XML

Income Taxes

9 Months Ended

Sep. 30, 2019

Income Tax Disclosure [Abstract]

Income Taxes

INCOME TAXES

The Company’s effective income tax rate is based on expected income, statutory rates, valuation allowances against deferred tax assets, and any tax planning opportunities available to the Company. For interim financial reporting, the Company estimates the annual effective income tax rate based on full year projections and applies the annual effective income tax rate against year-to-date pretax income to record income tax expense, adjusted for discrete items, if any. The Company refines annual estimates as new information becomes available. The Company’s tax rate does not bear a relationship to statutory tax rates due to permanent differences and state taxes.

The Company’s income tax expense consisted of the following:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2019			2018			2019			2018
Income before provision for income taxes	$	49,744		$	29,714		$	128,292		$	67,082
Income tax expense using estimated annual effective income tax rate	14,844			15,194			38,378			33,809
Changes in effective tax rates	(785		)	1,895			—			—
Change in estimate for the impact of Tax Cuts and Jobs Act of 2017	—			(162		)	—			(1,971		)
Impact of discrete items, net	(323		)	(2,241		)	(434		)	(2,444		)
Income tax expense	$	13,736		$	14,686		$	37,944		$	29,394

The discrete items for the three and nine months ended September 30, 2019 are related to the release of certain valuation allowances offset by tax expense related to state tax audits and stock-based compensation. The discrete items for the three and nine months ended September 30, 2018 are primarily related to an income tax benefit associated with a state tax credit, the windfall tax benefit from the vesting of a performance-based stock grant, and a change in estimate for the impact of the Tax Act. The Company’s change in estimate for the impact of the Tax Cuts and Jobs Act of 2017 relates to the net impact of increased deductions taken on the Company’s 2017 federal income tax return in conjunction with the Tax Act’s income tax rate reduction from 2017 to 2018.

XML

Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2019

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation:

The condensed consolidated financial statements of Vector Group Ltd. (the “Company” or “Vector”) include the accounts of Liggett Group LLC (“Liggett”), Vector Tobacco Inc. (“Vector Tobacco”), Liggett Vector Brands LLC (“Liggett Vector Brands”), New Valley LLC (“New Valley”) and other less significant subsidiaries. New Valley includes the accounts of Douglas Elliman Realty, LLC (“Douglas Elliman”) and other less significant subsidiaries. All significant intercompany balances and transactions have been eliminated.

Liggett and Vector Tobacco are engaged in the manufacture and sale of cigarettes in the United States. Liggett Vector Brands coordinates Liggett and Vector Tobacco’s sales and marketing efforts. Certain references to “Liggett” refer to the Company’s tobacco operations, including the business of Liggett and Vector Tobacco, unless otherwise specified. New Valley is engaged in the real estate business.

Basis of Accounting

The unaudited, interim condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and, in management’s opinion, contain all adjustments, consisting only of normal recurring items, necessary for a fair statement of the results for the periods presented. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 filed with the Securities and Exchange Commission (“SEC”). The consolidated results of operations for interim periods should not be regarded as necessarily indicative of the results that may be expected for the entire year.

Distributions and Dividends on Common Stock

Distributions and Dividends on Common Stock:

The Company records distributions on its common stock as dividends in its condensed consolidated statement of stockholders’ deficiency to the extent of retained earnings. Any amounts exceeding retained earnings are recorded as a reduction to additional paid-in capital to the extent paid-in-capital is available and then to accumulated deficit. The Company’s stock dividends are recorded as stock splits and given retroactive effect to earnings per share for all periods presented.

Earnings Per Share (“EPS”)

Earnings Per Share (“EPS”):

Information concerning the Company’s common stock has been adjusted to give retroactive effect to the 5% stock dividend distributed to Company stockholders on September 27, 2019. All per share amounts and references to share amounts have been updated to reflect the retrospective effect of the stock dividend.

Fair Value of Derivatives Embedded within Convertible Debt

Fair Value of Derivatives Embedded within Convertible Debt:

The Company has estimated the fair value of the embedded derivatives based principally on the results of a valuation model. A readily determinable fair value of the embedded derivatives is not available. The estimated fair value of the derivatives embedded within the convertible debt is based principally on the present value of future dividend payments expected to be received by the convertible debt holders over the term of the debt. The discount rate applied to the future cash flows is estimated based on a spread in the yield of the Company’s debt when compared to risk-free securities with the same duration. The valuation model assumes future dividend payments by the Company and utilizes interest rates and credit spreads for secured to unsecured debt, unsecured to subordinated debt and subordinated debt to preferred stock to determine the fair value of the derivatives embedded within the convertible debt. The valuation also considers other items, including current and future dividends and the volatility of Vector’s stock price.

Investments in Real Estate Ventures

Investments in Real Estate Ventures:

In accounting for its investments in real estate ventures, the Company identified its participation in Variable Interest Entities (“VIE”), which are defined as (a) entities in which the equity investment at risk is not sufficient to finance its activities without additional subordinated financial support; (b) as a group, the equity investors at risk lack (1) the power to direct the activities of a legal entity that most significantly impact the entity’s economic performance, (2) the obligation to absorb the expected losses of the entity, or (3) the right to receive the expected residual returns of the entity; or (c) as a group, the equity investors have voting rights that are not proportionate to their economic interests and the entity’s activities involve or are conducted on behalf of an investor with a disproportionately small voting interest.

The Company’s interest in VIEs is primarily in the form of equity ownership. The Company examines specific criteria and uses judgment when determining if the Company is the primary beneficiary of a VIE. Factors considered include risk and reward sharing, experience and financial condition of other partner(s), voting rights, involvement in day-to-day capital and operating decisions, representation on a VIE’s executive committee, existence of unilateral kick-out rights exclusive of protective rights or voting rights and level of economic disproportionality between the Company and its other partner(s).

Accounting guidance requires the consolidation of VIEs in which the Company is the primary beneficiary. The guidance requires consolidation of VIEs that an enterprise has a controlling financial interest. A controlling financial interest will have both of the following characteristics: (a) the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance and (b) the obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE.

The Company’s maximum exposure to loss in its investments in unconsolidated VIEs is limited to its investment in the VIE, any unfunded capital commitments to the VIE, and, in some cases, guarantees in connection with debt on the specific project. The Company’s maximum exposure to loss in its investment in consolidated VIEs is limited to its investment, which is the carrying value of the investment net of the non-controlling interest. Creditors of the consolidated VIEs have no recourse to the general credit of the primary beneficiary.

Restricted Cash

Amounts included in current restricted assets and non-current restricted assets represent cash and cash equivalents required to be deposited into escrow for bonds required to appeal adverse product liability judgments, amounts required for letters of credit related to office leases, and certain deposit requirements for banking arrangements. The restrictions related to the appellate bonds will remain in place until the appeal process has been completed. The restrictions related to the letters of credit will remain in place for the duration of the respective lease. The restrictions related to the banking arrangements will remain in place for the duration of the arrangement.

New Accounting Pronouncements

New Accounting Pronouncements:

Accounting Standards Updates (“ASU”) adopted in 2019:

In July 2018, the FASB issued ASU No. 2018-09, Codification Improvements (“ASU 2018-09”). This standard does not prescribe any new accounting guidance, but instead makes minor improvements and clarifications of several different FASB Accounting Standards Codification areas based on comments and suggestions made by various stakeholders. Certain updates were applicable immediately while others were effective for the Company’s fiscal year beginning January 1, 2019. Adoption of this update did not have a material impact on the Company’s condensed consolidated financial statements.

In February 2018, the FASB issued ASU No. 2018-02, Income Statement – Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income (“ASU 2018-02”), which allows for stranded tax effects in accumulated other comprehensive income resulting from the Tax Act to be reclassified to retained earnings. The Company adopted ASU 2018-02 effective January 1, 2019. The reclassification from the adoption of this standard resulted in a decrease of $4,697 to accumulated deficit and an increase of $4,697 to accumulated other comprehensive loss.

In February 2016, the FASB issued ASU 2016-02, Leases (“ASU 2016-02”), which provides guidance for accounting for leases. ASU 2016-02 requires lessees to classify leases as either finance or operating leases and to record a right-of-use asset and a lease liability for all leases with a term greater than 12 months regardless of the lease classification. The lease classification will determine whether the lease expense is recognized based on an effective interest rate method or on a straight-line basis over the term of the lease. Accounting for lessors remains largely unchanged from current U.S. GAAP. In July 2018, the FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases and ASU 2018-11 “Leases (Topic 842): Targeted Improvements” (ASU 2018-11). ASU 2018-10 clarifies certain areas within ASU 2016-02. Prior to ASU 2018-11, a modified retrospective transition was required for financing or operating leases existing at or entered into after the beginning of the earliest comparative period presented in the financial statements. ASU 2018-11 allows entities an additional transition method to the existing requirements whereby an entity could adopt the provisions of ASU 2016-02 by recognizing a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption without adjustment to the financial statements for periods prior to adoption. ASU 2018-11 also allows a practical expedient that permits lessors to not separate non-lease components from the associated lease component if certain conditions are present. In December 2018, the FASB also issued ASU 2018-20, Leases (Topic 842): Narrow-Scope Improvements for Lessors, which requires lessors to exclude lessor costs paid directly to a third party by lessees from lease revenues and expenses, provides an election for lessors to exclude sales taxes and other similar taxes collected from lessees from consideration in the contract, and clarifies lessors accounting for variable payments related to lease and nonlease components. ASU 2016-02, ASU 2018-10, ASU 2018-11 and ASU 2018-20 was effective for the Company’s fiscal year beginning January 1, 2019 and subsequent interim periods.

On January 1, 2019, the Company adopted ASU No. 2016-02- Leases (Topic 842) applying the modified retrospective method and the option presented under ASU 2018-11 to transition only active leases as of January 1, 2019 with a cumulative effect adjustment as of that date. See Note 3 - Leases, for additional accounting policy and transition disclosures.

ASUs to be adopted in future periods:

In October 2018, the FASB issued ASU No. 2018-17, Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities. The guidance requires indirect interests held through related parties under common control arrangements be considered on a proportional basis for determining whether fees paid to decision makers and service providers are variable interests. The guidance is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The Company is currently evaluating the impact of the new guidance on our condensed consolidated financial statements.

In October 2018, the FASB issued ASU No. 2018-16, Inclusion of the Secured Overnight Financing Rate (“SOFR”) Overnight Index Swap (“OIS”) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes (“ASU 2018-16”), which amends ASC 815, Derivatives and Hedging. This ASU adds the OIS rate based on SOFR to the list of permissible benchmark rates for hedge accounting purposes. The amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Adoption of ASU 2018-16 will be on a prospective basis for qualifying new or redesignated hedging relationships entered into on or after the date of adoption. The Company is currently assessing the impact the adoption of ASU 2018-16 will have on the Company’s condensed consolidated financial statements.

In August 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other Internal Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. The amendments in this update align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. ASU 2018-15 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently assessing the impact the adoption of ASU 2018-15 will have on the Company’s condensed consolidated financial statements.

In August 2018, the FASB issued ASU No. 2018-14, Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20): Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans (“ASU 2018-14”). ASU 2018-14 eliminates the requirement to disclose the amounts in accumulated other comprehensive income expected to be recognized as part of net periodic benefit cost over the next year. The ASU also removes the disclosure requirements for the effects of a one-percentage-point change on the assumed health care costs and the effect of this change in rates on service cost, interest cost and the benefit obligation for postretirement health care benefits. ASU 2018-14 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2020. Early adoption is permitted. The adoption of ASU 2018-14 will impact financial statement disclosure with no impact on operating results.

In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement, which is designed to improve the effectiveness of disclosures by removing, modifying and adding disclosures related to fair value measurements. The ASU eliminates disclosures such as the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy. The ASU also adds new disclosure requirements for Level 3 measurements. ASU No. 2018-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The adoption of ASU 2018-13 will impact financial statement disclosure with no impact on operating results.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), sets forth a current expected credit loss model that changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. This guidance is effective for fiscal years beginning after December 15, 2019, with early adoption permitted. The Company is currently assessing the impact the adoption of ASU 2016-13 will have on the Company’s condensed consolidated financial statements.

Revenue Recognition Accounting Pronouncement Adoption

On January 1, 2018, the Company adopted Topic 606 applying the modified retrospective method. The following practical expedients and optional disclosure exemptions available under Topic 606 have been applied:

1. The Company applied the optional exemption in paragraph 606-10-50-14 of Topic 606, and has not disclosed the amount of the transaction price allocated to the remaining performance obligations for the Real Estate property management business because the contracts to provide property management services are typically annual contracts.

2. The Company applied the optional exemption in paragraph 606-10-50-14A of Topic 606, and has not disclosed the amount of the transaction price allocated to the remaining performance obligations for the Real Estate development marketing business because the transaction prices in these contracts are comprised entirely of variable consideration based on the ultimate selling price of each unit in the subject property.

Revenue Recognition

Revenue Recognition Policies

Revenue is measured based on a consideration specified in a contract with a customer less any sales incentives. Revenue is recognized when (a) an enforceable contract with a customer exists, that has commercial substance, and collection of substantially all consideration for services is probable; and (b) the performance obligations to the customer are satisfied either over time or at a point in time.

Tobacco sales: Revenue from cigarette sales, which include federal excise taxes billed to customers, is recognized upon shipment of cigarettes when control has passed to the customer. Average collection terms for Tobacco sales range between three and twelve days from the time that the cigarettes are shipped to the customer. The Company records a liability for goods estimated to be returned in other current liabilities and the associated receivable for anticipated federal excise tax refunds in other current assets on the condensed consolidated balance sheet. The liability for returned goods is based principally on sales volumes and historical return rates. The estimated costs of sales incentives, including customer incentives and trade promotion activities, are based principally on historical experience and are accounted for as reductions in Tobacco revenue. Expected payments for sales incentives are included in other current liabilities on the Company’s condensed consolidated balance sheet. The Company accounts for shipping and handling costs as fulfillment costs as part of cost of sales.

Real estate sales: Real estate commissions and other payments earned by the Company’s real estate brokerage businesses are recognized as revenue when the real estate sale is completed or lease agreement is executed, which is the point in time that the performance obligation is satisfied. Any commission and other payments received in advance are deferred until the satisfaction of the performance obligation. Corresponding agent commission expenses, including any advance commission or other direct expense payments, are deferred and recognized as cost of sales concurrently with related revenues.

The Company’s Real Estate revenue contracts with customers do not have multiple material performance obligations to customers under Topic 606, except for contracts in the Company’s development marketing business. Contracts in the development marketing business provide the Company with the exclusive right to sell units in a subject property for a commission fee per unit sold calculated as a percentage of the sales price of each unit. Accordingly, a performance obligation exists for each unit in the development marketing property under contract, and a portion of the total contract transaction price is allocated to and recognized at the time each unit is sold.

The total contract transaction price is allocated to each unit in the subject property and recognized when the performance obligation, i.e. the sale of each unit, is satisfied. Accordingly, the transaction price allocated to the remaining performance obligations for the development marketing business represents variable consideration allocated entirely to wholly unsatisfied performance obligations.

Under development marketing service arrangements, dedicated staff are required for a subject property and these costs are typically reimbursed from the customer through advance payments that are recoupable from future commission earnings. Advance payments received and associated direct costs paid are deferred, allocated to each unit in the subject property, and recognized at the time of the completed sale of each unit.

Development marketing service arrangements also include direct fulfillment costs incurred in advance of the satisfaction of the performance obligation. The Company capitalizes costs incurred in fulfilling a contract with a customer if the fulfillment costs 1) relate directly to an existing contract or anticipated contract, 2) generate or enhance resources that will be used to satisfy performance obligations in the future, and 3) are expected to be recovered. These costs are amortized over the estimated customer relationship period which is the contract term. The Company uses an amortization method that is consistent with the pattern of transfer of goods or services to its customers by allocating these costs to each unit in the subject property and expensing these costs as each unit sold is closed over the contract.

Commission revenue is recognized at the time the performance obligation is met for commercial leasing contracts, which is when the lease agreement is executed, as there are no further performance obligations, including any amounts of future payments under extended payment terms.

Property management revenue arrangements consist of providing operational and administrative services to manage a subject property. Fees for these services are typically billed and collected monthly. Property management service fees are recognized as revenue over time using the output method as the performance obligations under the customer arrangement are satisfied each month.

Title insurance commission fee revenue is earned when the sale of the title insurance policy is completed, which corresponds to the point in time when the underlying real estate sale is completed, which is when the performance obligation is satisfied.

XML

Inventories (Tables)

9 Months Ended

Sep. 30, 2019

Inventory Disclosure [Abstract]

Inventories

Inventories consisted of:

	September 30, 2019			December 31, 2018
Leaf tobacco	$	46,706		$	42,917
Other raw materials	4,318			3,750
Work-in-process	856			1,931
Finished goods	69,337			63,937
Inventories at current cost	121,217			112,535
LIFO adjustments	(22,038		)	(21,538		)
	$	99,179		$	90,997

XML

Summary of Significant Accounting Policies (Other Assets) (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Accounting Policies [Abstract]
Restricted assets	$ 5,982	$ 6,306
Prepaid pension costs	24,800	23,869
Other assets	68,688	60,177
Total other assets	$ 99,470	$ 90,352

XML

Summary of Significant Accounting Policies (Net Income (Loss) for Purposes of Determining Basic and Diluted EPS) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Accounting Policies [Abstract]
Net income attributed to Vector Group Ltd.	$ 36,008	$ 12,002	$ 90,268	$ 37,031
Income attributable to 7.5% Variable Interest Senior Convertible Notes	0	0	(1,246)	0
Income attributed to participating securities	(2,023)	(1,722)	(6,052)	(5,186)
Income attributed to participating securities	(2,023)	(1,722)	(6,052)	(5,186)
Net income applicable to common shares attributed to Vector Group Ltd.	33,985	10,280	84,216	31,845
Net income applicable to common shares attributed to Vector Group Ltd.	$ 33,985	$ 10,280	$ 82,970	$ 31,845

XML

Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Disaggregation of Revenue [Line Items]
Revenues	$ 504,790	$ 513,869	$ 1,464,146	$ 1,424,323
Tobacco
Disaggregation of Revenue [Line Items]
Revenues	303,260	302,009	854,517	843,958
Tobacco | Core Discount Brands - EAGLE 20’s, PYRAMID, GRAND PRIX, LIGGETT SELECT, and EVE
Disaggregation of Revenue [Line Items]
Revenues	273,918	274,405	774,301	764,306
Tobacco | Other Brands
Disaggregation of Revenue [Line Items]
Revenues	29,342	27,604	80,216	79,652
Real estate
Disaggregation of Revenue [Line Items]
Revenues	201,530	211,860	609,629	580,365
Total real estate revenues	201,530	211,860	609,629	580,365
Real estate | New York City
Disaggregation of Revenue [Line Items]
Total real estate revenues	88,485	103,907	310,784	278,357
Real estate | Northeast
Disaggregation of Revenue [Line Items]
Total real estate revenues	48,299	49,789	123,277	129,239
Real estate | Southeast
Disaggregation of Revenue [Line Items]
Total real estate revenues	32,622	30,579	89,983	91,967
Real estate | West
Disaggregation of Revenue [Line Items]
Total real estate revenues	32,124	27,585	85,585	80,802
Real estate | Commission brokerage income
Disaggregation of Revenue [Line Items]
Total real estate revenues	172,925	177,481	518,373	495,788
Real estate | Commission brokerage income | New York City
Disaggregation of Revenue [Line Items]
Total real estate revenues	73,081	79,192	243,061	215,775
Real estate | Commission brokerage income | Northeast
Disaggregation of Revenue [Line Items]
Total real estate revenues	47,066	48,996	118,057	124,902
Real estate | Commission brokerage income | Southeast
Disaggregation of Revenue [Line Items]
Total real estate revenues	25,008	22,491	79,303	78,798
Real estate | Commission brokerage income | West
Disaggregation of Revenue [Line Items]
Total real estate revenues	27,770	26,802	77,952	76,313
Real estate | Development marketing
Disaggregation of Revenue [Line Items]
Total real estate revenues	18,526	24,677	55,725	51,422
Real estate | Development marketing | New York City
Disaggregation of Revenue [Line Items]
Total real estate revenues	6,920	16,187	41,024	37,356
Real estate | Development marketing | Northeast
Disaggregation of Revenue [Line Items]
Total real estate revenues	0	0	0	252
Real estate | Development marketing | Southeast
Disaggregation of Revenue [Line Items]
Total real estate revenues	7,614	8,088	10,680	13,169
Real estate | Development marketing | West
Disaggregation of Revenue [Line Items]
Total real estate revenues	3,992	402	4,021	645
Real estate | Property management revenue
Disaggregation of Revenue [Line Items]
Total real estate revenues	8,668	8,147	27,237	25,226
Real estate | Property management revenue | New York City
Disaggregation of Revenue [Line Items]
Total real estate revenues	8,484	8,528	26,699	25,226
Real estate | Property management revenue | Northeast
Disaggregation of Revenue [Line Items]
Total real estate revenues	184	(381)	538
Real estate | Property management revenue | Southeast
Disaggregation of Revenue [Line Items]
Total real estate revenues	0	0	0	0
Real estate | Property management revenue | West
Disaggregation of Revenue [Line Items]
Total real estate revenues	0	0	0	0
Real estate | Title fees
Disaggregation of Revenue [Line Items]
Total real estate revenues	1,049	1,174	4,682	4,085
Real estate | Title fees | New York City
Disaggregation of Revenue [Line Items]
Total real estate revenues	0	0	0	0
Real estate | Title fees | Northeast
Disaggregation of Revenue [Line Items]
Total real estate revenues	1,049	1,174	4,682	4,085
Real estate | Title fees | Southeast
Disaggregation of Revenue [Line Items]
Total real estate revenues	0	0	0	0
Real estate | Title fees | West
Disaggregation of Revenue [Line Items]
Total real estate revenues	0	0	0	0
Real estate | Total Douglas Elliman revenue
Disaggregation of Revenue [Line Items]
Total real estate revenues	201,168	211,479	606,017	576,521
Real estate | Total Douglas Elliman revenue | New York City
Disaggregation of Revenue [Line Items]
Total real estate revenues	88,485	103,907	310,784	278,357
Real estate | Total Douglas Elliman revenue | Northeast
Disaggregation of Revenue [Line Items]
Total real estate revenues	48,299	49,789	123,277	129,239
Real estate | Total Douglas Elliman revenue | Southeast
Disaggregation of Revenue [Line Items]
Total real estate revenues	32,622	30,579	89,983	91,967
Real estate | Total Douglas Elliman revenue | West
Disaggregation of Revenue [Line Items]
Total real estate revenues	31,762	27,204	81,973	76,958
Real estate | Other real estate revenues
Disaggregation of Revenue [Line Items]
Total real estate revenues	362	381	3,612	3,844
Real estate | Other real estate revenues | New York City
Disaggregation of Revenue [Line Items]
Total real estate revenues	0	0	0	0
Real estate | Other real estate revenues | Northeast
Disaggregation of Revenue [Line Items]
Total real estate revenues	0	0	0	0
Real estate | Other real estate revenues | Southeast
Disaggregation of Revenue [Line Items]
Total real estate revenues	0	0	0	0
Real estate | Other real estate revenues | West
Disaggregation of Revenue [Line Items]
Total real estate revenues	$ 362	$ 381	$ 3,612	$ 3,844

XML

Long-Term Investments (Investments) (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Long-term Investments [Abstract]
Equity securities at fair value that qualify for the NAV practical expedient	$ 52,384	$ 54,628
Equity-method investments	14,531	11,631
Long-term investments	$ 66,915	$ 66,259

XML

New Valley LLC (Investments in Real Estate, net) (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended		9 Months Ended
	Apr. 30, 2015	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018
Schedule of Investments [Line Items]
Real estate investment, net		$ 28,009		$ 28,009		$ 26,220
New Valley LLC
Schedule of Investments [Line Items]
Real estate investment, net		28,009		28,009		26,220
New Valley LLC | Escena
Schedule of Investments [Line Items]
Land and land improvements		8,910		8,910		8,910
Building and building improvements		1,926		1,926		1,900
Other		1,680		1,680		2,162
Investments in real estate, gross		12,516		12,516		12,972
Less accumulated depreciation		(2,467)		(2,467)		(2,802)
Real estate investment, net		10,049		10,049		10,170
Operating losses		(965)	$ (918)	(633)	$ (408)
New Valley LLC | Sagaponack
Schedule of Investments [Line Items]
Real estate investment, net		$ 17,960		$ 17,960		$ 16,050
Payments to acquire real estate	$ 12,502

XML

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Stockholders' deficiency:
Long-term investments, fair value	$ 52,384	$ 54,628
Preferred stock, par value (in dollars per share)	$ 1	$ 1
Preferred stock, shares authorized (in shares)	10,000,000	10,000,000
Common stock, par value (in dollars per share)	$ 0.10	$ 0.10
Common stock, shares authorized (in shares)	250,000,000	250,000,000
Common stock, shares issued (in shares)	147,790,061	140,914,642
Common stock, shares outstanding (in shares)	147,790,061	140,914,642

XML

Condensed Consolidated Statements of Stockholders' Deficiency - USD ($) $ in Thousands	3 Months Ended			9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018		Sep. 30, 2019	Sep. 30, 2018
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning Balance (in shares)				140,914,642
Beginning Balance	$ (606,696)	$ (428,719)		$ (547,366)	$ (331,760)
Impact of adoption of new accounting standards				(1,550)	(12,857)
Net income	36,008	15,028		90,348	37,688
Total other comprehensive income	344	318		1,530	887
Distributions and dividends on common stock	(58,724)	(55,844)		(176,298)	(167,656)
Restricted stock grant				0	0
Surrender of shares in connection with restricted stock vesting	(1,953)	(3,656)		(2,174)	(3,656)
Effect of stock dividend		0		0
Stock-based compensation	$ 2,348	2,585		7,122	7,425
Distributions to non-controlling interest		(2,162)		$ (285)	(2,521)
Ending Balance (in shares)	147,790,061			147,790,061
Ending Balance	$ (628,673)	$ (472,450)		$ (628,673)	$ (472,450)
Common Stock
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning Balance (in shares)	140,953,900	134,397,090		140,914,642	134,365,424
Beginning Balance	$ 14,095	$ 13,440		$ 14,092	$ 13,437
Restricted stock grant (in shares)				60,000	31,666
Restricted stock grant				$ 6	$ 3
Surrender of shares in connection with restricted stock vesting (in shares)	(200,926)	(192,119)		(221,668)	(192,119)
Surrender of shares in connection with restricted stock vesting	$ (19)	$ (19)		$ (22)	$ (19)
Effect of stock dividend (in shares)		7,037,087		7,037,087
Effect of stock dividend		$ 703		$ 703
Ending Balance (in shares)	147,790,061	147,960,374		147,790,061	147,960,374
Ending Balance	$ 14,779	$ 14,797		$ 14,779	$ 14,797
Additional Paid-in Capital
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning Balance	0	0		0	0
Distributions and dividends on common stock	(414)	1,052		(4,964)	(3,785)
Restricted stock grant				(6)	(3)
Surrender of shares in connection with restricted stock vesting	(1,934)	(3,637)		(2,152)	(3,637)
Stock-based compensation	2,348	2,585		7,122	7,425
Ending Balance	0	0		0	0
Accumulated Deficit
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning Balance	(597,786)	(495,637)		(542,169)	(414,785)
Impact of adoption of new accounting standards				3,147	1,094
Net income	36,008	12,002		90,268	37,031
Distributions and dividends on common stock	(58,310)	(56,896)		(171,334)	(163,871)
Effect of stock dividend		(703)		(703)
Ending Balance	(620,791)	(541,907)		(620,791)	(541,907)
AOCI Attributable to Parent
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning Balance	(23,493)	(18,038)		(19,982)	(12,571)
Impact of adoption of new accounting standards				(4,697)	(6,036)
Total other comprehensive income	344	318		1,530	887
Ending Balance	(23,149)	(17,720)		(23,149)	(17,720)
Non-controlling Interest
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning Balance	488	71,516		693	82,159
Impact of adoption of new accounting standards					(7,915)
Net income		3,026		80	657
Distributions to non-controlling interest		(2,162)		(285)	(2,521)
Ending Balance	$ 488	72,380		$ 488	72,380
September 27, 2018 Dividend
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Effect of stock dividend		$ 0	[1]		$ 0	[2]
September 27, 2018 Dividend | Common Stock
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Effect of stock dividend (in shares)		6,709,671	[1]		6,709,671	[2]
Effect of stock dividend		$ 671	[1]		$ 671	[2]
September 27, 2018 Dividend | Accumulated Deficit
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Effect of stock dividend		(671)	[1]		(671)	[2]
September 27, 2019 Dividend
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Effect of stock dividend		$ 0	[1]		$ 0	[2]
September 27, 2019 Dividend | Common Stock
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Effect of stock dividend (in shares)		7,045,732	[1]		7,045,732	[2]
Effect of stock dividend		$ 705	[1]		$ 705	[2]
September 27, 2019 Dividend | Accumulated Deficit
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Effect of stock dividend		$ (705)	[1]		$ (705)	[2]

[1] Represents the effect of the September 27, 2019 and September 27, 2018 stock dividends on the third quarter 2018 common-stock activity.

[2] Represents the effect of the September 27, 2019 and September 27, 2018 stock dividends on the third quarter 2018 common-stock activity.

XML

Investment Securities At Fair Value (Tables)

9 Months Ended

Sep. 30, 2019

Investments, Debt and Equity Securities [Abstract]

Investment Securities at Fair Value

The components of debt securities available for sale at December 31, 2018 were as follows:

	Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Marketable debt securities	$	84,199	$	168	$	—	$	84,367
Total debt securities available for sale	$	84,199	$	168	$	—	$	84,367

The components of debt securities available for sale at September 30, 2019 were as follows:

	Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Marketable debt securities	$	93,730	$	837	$	—	$	94,567
Total debt securities available for sale	$	93,730	$	837	$	—	$	94,567

Investment securities at fair value consisted of the following:

	September 30, 2019		December 31, 2018
Debt securities available for sale	$	94,567	$	84,367
Equity securities at fair value	46,123		47,202
Total investment securities at fair value	$	140,690	$	131,569

Net (losses) gains recognized on investment securities were as follows:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2019			2018			2019			2018
Net (losses) gains recognized on equity securities	$	(1,506	)	$	(797	)	$	5,545		$	(306	)
Net gains (losses) recognized on debt securities available for sale	25			(4		)	67			(17		)
Gross realized losses on other-than-temporary impairments	(6		)	(161		)	(11		)	(972		)
Net (losses) gains recognized on investment securities	$	(1,487	)	$	(962	)	$	5,601		$	(1,295	)

Schedule of Maturity Dates of Fixed Income Securities

The table below summarizes the maturity dates of debt securities available for sale at September 30, 2019.

Investment Type:	Fair Value		Under 1 Year		1 Year up to 5 Years		More than 5 Years
U.S. Government securities	$	17,543	$	7,090	$	10,453	$	—
Corporate securities	50,159		20,328		29,831		—
U.S. mortgage-backed securities	10,361		3,053		7,308		—
Commercial mortgage-backed securities	388		24		364		—
Commercial paper	13,934		13,934		—		—
Index-linked U.S. bonds	1,174		1,174		—		—
Foreign fixed-income securities	1,008		500		508		—
Total debt securities available for sale by maturity dates	$	94,567	$	46,103	$	48,464	$	—

Schedule of Realized Gains (Losses)

Gross realized gains and losses on debt securities available for sale were as follows:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2019			2018			2019			2018
Gross realized gains on sales	$	27		$	1		$	74		$	3
Gross realized losses on sales	(2		)	(5		)	(7		)	(20		)
Net gains (losses) recognized on debt securities available for sale	$	25		$	(4	)	$	67		$	(17	)
Gross realized losses on other-than-temporary impairments	$	(6	)	$	(161	)	$	(11	)	$	(972	)

Equity Securities at Fair Value

(b) Equity Securities at Fair Value

Equity securities at fair value consisted of the following:

	September 30, 2019		December 31, 2018
Marketable equity securities	$	23,909	$	26,010
Mutual funds invested in fixed income securities	22,214		21,192
Total equity securities at fair value	$	46,123	$	47,202

The following is a summary of unrealized and realized net gains and losses recognized in net income on equity securities at fair value during the three and nine months ended September 30, 2019 and 2018, respectively:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2019			2018			2019		2018
Net (losses) gains recognized on equity securities (1)	$	(1,506	)	$	(797	)	$	5,545	$	(306	)
Less: Net gains (losses) recognized on equity securities sold (2)	58			(717		)	468		(534		)
Net unrealized (losses) gains recognized on equity securities still held at the reporting date	$	(1,564	)	$	(80	)	$	5,077	$	228

⁽¹⁾  Includes $781 of net losses and $405 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 September 30, 2019 and 2018, respectively, and $4,689 and $3,641 of net gains recognized on equity securities at fair value that qualify for the NAV practical expedient during the nine months ended September 30, 2019 and 2018, respectively. These equity securities are included in the “Long-term investments” line item on the condensed consolidated balance sheet and are further discussed in Note 6.

⁽²⁾ 

Includes $84 of net gains recognized on sales of equity securities at fair value that qualify for the NAV practical expedient during the three months ended September 30, 2018, and $649 of gains and $84 of net gains recognized on sales of equity securities at fair value that qualify for the NAV practical expedient during the nine months ended September 30, 2019 and 2018, respectively. These equity securities are included in the “Long-term investments” line item on the condensed consolidated balance sheet and are further discussed in Note 6.

XML

Investments and Fair Value Measurements

9 Months Ended

Sep. 30, 2019

Fair Value Disclosures [Abstract]

Investments and Fair Value Measurements

INVESTMENTS AND FAIR VALUE MEASUREMENTS

The Company’s financial assets and liabilities subject to fair value measurements were as follows:

	Fair Value Measurements as of September 30, 2019
Description	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Gains (Losses)
Assets:
Money market funds (1)	$	255,579	$	255,579	$	—	$	—
Commercial paper (1)	39,011		—		39,011		—
Certificates of deposit (2)	2,186		—		2,186		—
Money market funds securing legal bonds (2)	535		535		—		—
Investment securities at fair value
Equity securities at fair value
Marketable equity securities	23,909		23,909		—		—
Mutual funds invested in fixed-income securities	22,214		22,214		—		—
Total equity securities at fair value	46,123		46,123		—		—
Debt securities available for sale
U.S. government securities	17,543		—		17,543		—
Corporate securities	50,159		—		50,159		—
U.S. government and federal agency	10,361		—		10,361		—
Commercial mortgage-backed securities	388		—		388		—
Commercial paper	13,934		—		13,934		—
Index-linked U.S. bonds	1,174		—		1,174		—
Foreign fixed-income securities	1,008		—		1,008		—
Total debt securities available for sale	94,567		—		94,567		—
Total investment securities at fair value	140,690		46,123		94,567		—
Long-term investments
Equity securities at fair value that qualify for the NAV practical expedient (3)	52,384		—		—		—
Total	$	490,385	$	302,237	$	135,764	$	—
Liabilities:
Fair value of contingent liability	$	5,204	$	—	$	—	$	5,204
Fair value of derivatives embedded within convertible debt	11,105		—		—		11,105
Total	$	16,309	$	—	$	—	$	16,309

(1) Amounts included in Cash and cash equivalents on the condensed consolidated balance sheet, except for $3,660 that is included in Other current assets and $3,910 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, 2018
Description	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Gains (Losses)
Assets:
Money market funds (1)	$	448,560	$	448,560	$	—	$	—
Commercial paper (1)	46,062		—		46,062		—
Certificates of deposit (2)	2,251		—		2,251		—
Money market funds securing legal bonds (2)	535		535		—		—
Investment securities at fair value
Equity securities at fair value
Marketable equity securities	26,010		26,010		—		—
Mutual funds invested in fixed-income securities	21,192		21,192		—		—
Total equity securities at fair value	47,202		47,202		—		—
Debt securities available for sale
U.S. government securities	28,514		—		28,514		—
Corporate securities	41,733		—		41,733		—
U.S. government and federal agency	4,369		—		4,369		—
Commercial mortgage-backed securities	401		—		401		—
Commercial paper	5,870		—		5,870		—
Index-linked U.S. bonds	2,330		—		2,330		—
Foreign fixed-income securities	1,150		—		1,150		—
Total debt securities available for sale	84,367		—		84,367		—
Total investment securities at fair value	131,569		47,202		84,367		—
Long-term investments
Equity securities at fair value that qualify for the NAV practical expedient (3)	54,628		—		—		—
Total	$	683,605	$	496,297	$	132,680	$	—
Liabilities:
Fair value of contingent liability	$	6,304	$	—	$	—	$	6,304
Fair value of derivatives embedded within convertible debt	31,424		—		—		31,424
Total	$	37,728	$	—	$	—	$	37,728

(1) Amounts included in Cash and cash equivalents on the condensed consolidated balance sheet, except for $2,570 that is included in current restricted assets and $3,910 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.

The fair value of the Level 2 certificates of deposit is based on the discounted value of contractual cash flows. The discount rate is the rate offered by the financial institution. The fair value of investment securities at fair value included in Level 1 is based on quoted market prices from various stock exchanges. The Level 2 investment securities at fair value are based on quoted market

prices of securities that are thinly traded, quoted prices for identical or similar assets in markets that are not active or inputs other than quoted prices such as interest rates and yield curves.

The long-term investments are based on NAV per share provided by the partnerships based on the indicated market value of the underlying assets or investment portfolio. In accordance with Subtopic 820-10, these investments are not classified under the fair value hierarchy disclosed above because they are measured at fair value using the NAV practical expedient.

The fair value of derivatives embedded within convertible debt was derived using a valuation model. These derivatives have been classified as Level 3. The valuation model assumes future dividend payments by the Company and utilizes interest rates and credit spreads based upon the implied credit spread of the 5.5% Convertible Notes due 2020 to determine the fair value of the derivatives embedded within the convertible debt. The changes in fair value of derivatives embedded within convertible debt are presented on the condensed consolidated statements of operations.

The fair value of the Level 3 contingent liability was derived using a Monte Carlo valuation model. As part of the acquisition of the 29.41% non-controlling interest in Douglas Elliman, New Valley entered into a four-year payout agreement that requires it to pay the sellers a portion of the fair value in excess of the purchase price of Douglas Elliman should a sale of a controlling interest in Douglas Elliman occur.

The contingent liability is recorded within “Other liabilities” in the condensed consolidated balance sheet, and any change in fair value will be recorded in “Other, net” within the condensed consolidated statements of operations. The value of the contingent liability is calculated using the outstanding payable owed to the sellers and the estimated fair value of Douglas Elliman. The liability is contingent upon the sale of a controlling interest in Douglas Elliman by the Company prior to October 1, 2022.

The unobservable inputs related to the valuations of the Level 3 assets and liabilities were as follows at September 30, 2019:

	Quantitative Information about Level 3 Fair Value Measurements
	Fair Value at
	September 30, 2019		Valuation Technique	Unobservable Input	Range (Actual)
Fair value of derivatives embedded within convertible debt	$	11,105	Discounted cash flow	Assumed annual stock dividend	5		%
				Assumed remaining cash dividends - Q4 2019 and Q1 2020	$0.40/$0.20
				Stock price	$	11.91
				Convertible trading price (as a percentage of par value)	103.94		%
				Volatility	42.25		%
				Risk-free rate	Term structure of US Treasury Securities
				Implied credit spread	1.70% - 3.70% (2.70%)
Fair value of contingent liability	$	5,204	Monte Carlo simulation model	Estimated fair value of the Douglas Elliman reporting unit	$	320,000
				Risk-free rate for a 3.25 year term	1.54		%
				Leverage-adjusted equity volatility of peer firms	33.91		%

The unobservable inputs related to the valuations of the Level 3 assets and liabilities were as follows at December 31, 2018:

	Quantitative Information about Level 3 Fair Value Measurements
	Fair Value at
	December 31, 2018		Valuation Technique	Unobservable Input	Range (Actual)
Fair value of derivatives embedded within convertible debt	$	31,424	Discounted cash flow	Assumed annual stock dividend	5		%
				Assumed annual cash dividend	$	1.60
				Stock price	$	9.73
				Convertible trading price (as a percentage of par value)	100.31		%
				Volatility	20.39		%
				Risk-free rate	Term structure of US Treasury Securities
				Implied credit spread	8.0% - 9.0% (8.5%)
Fair value of contingent liability	$	6,304	Monte Carlo simulation model	Estimated fair value of the Douglas Elliman reporting unit	$	320,000
				Risk-free rate for a 4-year term	2.45		%
				Leverage-adjusted equity volatility of peer firms	30.22		%

In addition to assets and liabilities that are recorded at fair value on a recurring basis, the Company is required to record assets and liabilities at fair value on a nonrecurring basis. Generally, assets and liabilities are recorded at fair value on a nonrecurring basis as a result of impairment charges. The Company had no nonrecurring nonfinancial assets subject to fair value measurements as of September 30, 2019 and 2018, respectively.

XML

Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2019

Accounting Policies [Abstract]

Net income for purposes of determining basic and diluted EPS

Net income for purposes of determining basic EPS was as follows:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2019			2018			2019			2018
Net income attributed to Vector Group Ltd.	$	36,008		$	12,002		$	90,268		$	37,031
Income attributed to participating securities	(2,023		)	(1,722		)	(6,052		)	(5,186		)
Net income applicable to common shares attributed to Vector Group Ltd.	$	33,985		$	10,280		$	84,216		$	31,845

Net income for purposes of determining diluted EPS was as follows:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2019			2018			2019			2018
Net income attributed to Vector Group Ltd.	$	36,008		$	12,002		$	90,268		$	37,031
Income attributable to 7.5% Variable Interest Senior Convertible Notes	—			—			(1,246		)	—
Income attributed to participating securities	(2,023		)	(1,722		)	(6,052		)	(5,186		)
Net income applicable to common shares attributed to Vector Group Ltd.	$	33,985		$	10,280		$	82,970		$	31,845

Basic and diluted EPS calculation shares

Basic and diluted EPS were calculated using the following common shares:

	Three Months Ended		Nine Months Ended
	September 30,		September 30,
	2019	2018	2019	2018
Weighted-average shares for basic EPS	146,703,766	146,461,283	146,562,252	146,327,788
Plus incremental shares related to convertible debt	—	—	961,191	—
Plus incremental shares related to stock options and non-vested restricted stock	32,374	26,290	13,782	185,660
Weighted-average shares for diluted EPS	146,736,140	146,487,573	147,537,225	146,513,448

Outstanding shares not included in the computation of diluted EPS

The following non-vested restricted stock and shares issuable upon the conversion of convertible debt were outstanding during the three and nine months ended September 30, 2019 and 2018, but were not included in the computation of diluted EPS because the impact of the per share expense associated with the restricted stock were greater than the average market price of the common shares during the respective periods and the common shares issuable under the convertible debt were anti-dilutive to EPS.

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2019		2018		2019		2018
Weighted-average shares of non-vested restricted stock	1,012,285		—		1,274,549		—
Weighted-average expense per share	$	18.03	$	—	$	17.95	$	—
Weighted-average number of shares issuable upon conversion of debt	11,447,061		30,260,606		11,447,061		30,260,606
Weighted-average conversion price	$	20.27	$	16.15	$	20.27	$	16.15

Schedule of other income (loss), net

Other, net consisted of:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2019			2018			2019			2018
Interest and dividend income	$	3,083		$	2,466		$	9,430		$	6,533
Equity in (losses) earnings from investments	(468		)	3,230			(791		)	9,205
Net (losses) gains recognized on investment securities	(1,487		)	(962		)	5,601			(1,295		)
Net periodic benefit cost other than the service costs	(576		)	(254		)	(1,692		)	(761		)
Other income (expense)	1,203			1			1,105			(22		)
Other, net	$	1,755		$	4,481		$	13,653		$	13,660

Schedule of other assets

Other assets consisted of:

	September 30, 2019		December 31, 2018
Restricted assets	$	5,982	$	6,306
Prepaid pension costs	24,800		23,869
Other assets	68,688		60,177
Total other assets	$	99,470	$	90,352

Schedule of other current liabilities

Other current liabilities consisted of:

	September 30, 2019		December 31, 2018
Accounts payable	$	14,191	$	13,144
Accrued promotional expenses	40,977		37,940
Accrued excise and payroll taxes payable, net	5,065		14,612
Accrued interest	28,116		38,673
Commissions payable	17,730		12,975
Accrued salary and benefits	25,518		30,228
Contract liabilities	7,416		—
Allowance for sales returns	6,617		6,935
Other current liabilities	29,092		25,831
Total other current liabilities	$	174,722	$	180,338

Schedule of goodwill and other intangible assets, net

The components of “Goodwill and other intangible assets, net” were as follows:

	September 30, 2019		December 31, 2018
Goodwill	$	78,008	$	77,568
Indefinite life intangibles:
Intangible asset associated with benefit under the MSA	107,511		107,511
Trademark - Douglas Elliman	80,000		80,000
Intangibles with a finite life, net	515		1,532
Total goodwill and other intangible assets, net	$	266,034	$	266,611

Schedule of components of cash, cash equivalents and restricted cash

The components of “Cash, cash equivalents and restricted cash” in the Condensed Consolidated Statement of Cash Flows were as follows:

	September 30, 2019		December 31, 2018
Cash and cash equivalents	$	319,298	$	584,581
Restricted cash and cash equivalents included in other current assets	3,660		2,697
Restricted cash and cash equivalents included in other assets	4,460		4,451
Total cash, cash equivalents, and restricted cash shown in the Condensed Consolidated Statement of Cash Flows	$	327,418	$	591,729

XML

Inventories

9 Months Ended

Sep. 30, 2019

Inventory Disclosure [Abstract]

Inventories

INVENTORIES

Inventories consisted of:

	September 30, 2019			December 31, 2018
Leaf tobacco	$	46,706		$	42,917
Other raw materials	4,318			3,750
Work-in-process	856			1,931
Finished goods	69,337			63,937
Inventories at current cost	121,217			112,535
LIFO adjustments	(22,038		)	(21,538		)
	$	99,179		$	90,997

All of the Company’s inventories at September 30, 2019 and December 31, 2018 are reported under the LIFO method. The $22,038 LIFO adjustment as of September 30, 2019 decreases the current cost of inventories by $15,432 for Leaf tobacco, $219 for Other raw materials, $25 for Work-in-process and $6,362 for Finished goods. The $21,538 LIFO adjustment as of December 31, 2018 decreased the current cost of inventories by $14,932 for Leaf tobacco, $219 for Other raw materials, $25 for Work-in-process and $6,362 for Finished goods.

Liggett enters into purchase commitments with third-party providers for leaf tobacco. The future quantities of leaf tobacco and prices are established at the date of the commitments. At September 30, 2019, Liggett had tobacco purchase commitments of approximately $17,318. Liggett has a single source supply agreement for reduced ignition propensity cigarette paper through 2019.

Each period, the Company capitalizes in inventory the portion of its MSA liability that relates to cigarettes shipped to public warehouses but not sold. The amount of capitalized MSA cost in “Finished goods” inventory was $18,758 and $16,001 at September 30, 2019 and December 31, 2018, respectively. Federal excise tax capitalized in inventory was $27,674 and $26,419 at September 30, 2019 and December 31, 2018, respectively.

XML

Notes Payable, Long-Term Debt and Other Obligations

9 Months Ended

Sep. 30, 2019

Debt Disclosure [Abstract]

Notes Payable, Long-Term Debt and Other Obligations

NOTES PAYABLE, LONG-TERM DEBT AND OTHER OBLIGATIONS

Notes payable, long-term debt and other obligations consisted of:

	September 30, 2019			December 31, 2018
Vector:
6.125% Senior Secured Notes due 2025	$	850,000		$	850,000
10.5% Senior Notes due 2026	325,000			325,000
7.5% Variable Interest Senior Convertible Notes due 2019, net of unamortized discount of $0 and $3,359*	—			226,641
5.5% Variable Interest Senior Convertible Debentures due 2020, net of unamortized discount of $13,107 and $29,465*	218,893			202,535
Liggett:
Revolving credit facility	11,735			28,381
Term loan under credit facility	2,188			2,409
Equipment loans	446			1,039
Other	30,224			30,440
Notes payable, long-term debt and other obligations	1,438,486			1,666,445
Less:
Debt issuance costs	(20,378		)	(23,614		)
Total notes payable, long-term debt and other obligations	1,418,108			1,642,831
Less:
Current maturities	(239,867		)	(256,134		)
Amount due after one year	$	1,178,241		$	1,386,697

______________________

* The fair value of the derivatives embedded within the 7.5% Variable Interest Senior Convertible Notes ($0 at September 30, 2019 and $6,635 at December 31, 2018, respectively) and the 5.5% Variable Interest Senior Convertible Debentures ($11,105 at September 30, 2019 and $24,789 at December 31, 2018, respectively), is separately classified as a derivative liability in the condensed consolidated balance sheets.

6.125% Senior Secured Notes due 2025 — Vector:

As of September 30, 2019, the Company was in compliance with all debt covenants related to its 6.125% Senior Secured Notes due 2025.

10.5% Senior Notes due 2026 — Vector:

As of September 30, 2019, the Company was in compliance with all debt covenants related to its 10.5% Senior Notes due 2026.

7.5% Variable Interest Senior Convertible Notes due 2019 — Vector:

In January 2019, the Company paid $230,000 of principal and $8,102 of accrued interest as full payment of its 7.5% Variable Interest Senior Convertible Notes that matured on January 15, 2019.

5.5% Variable Interest Senior Convertible Debentures due 2020 — Vector:

As of September 30, 2019, the Company was in compliance with all debt covenants related to its 5.5% Variable Interest Senior Convertible Debentures due 2020. The conversion price for the 5.5% Variable Interest Senior Convertible Debentures due 2020 was $20.27 as of September 30, 2019 and December 31, 2018, respectively. The number of shares into which each $1,000 of principal amount would be convertible was 49.3363 as of September 30, 2019 and December 31, 2018, respectively.

Revolving Credit Facility and Term Loan Under Credit Facility — Liggett:

As of September 30, 2019, a total of $13,923 was outstanding under the revolving and term loan portions of the credit facility. The total outstanding balance under the revolving and term loan portions of the credit facility was classified as current debt as of September 30, 2019. Availability, as determined under the facility, was approximately $45,200 based on eligible collateral at

September 30, 2019. As of September 30, 2019, the Company’s applicable subsidiaries were in compliance with all debt covenants under this revolving and term loan facility.

On October 31, 2019, the Company’s applicable subsidiaries amended the credit facility to, among other things, (i) extend its maturity to January 31, 2025, (ii) update the borrowing base, and (iii) reflect the repayment in full of the term loan facility. Accordingly, the term loan portion of the credit facility no longer exists. As of November 1, 2019, $60,000 was available for borrowing under the Credit Agreement.

Non-Cash Interest Expense — Vector:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2019		2018		2019		2018
Amortization of debt discount, net	$	5,746	$	22,871	$	19,718	$	61,450
Amortization of debt issuance costs	1,089		3,158		3,327		8,783
	$	6,835	$	26,029	$	23,045	$	70,233

Fair Value of Notes Payable and Long-Term Debt:

	September 30, 2019					December 31, 2018
	Carrying			Fair		Carrying			Fair
	Value			Value		Value			Value
Senior Notes	$	1,175,000		$	1,145,375	$	1,175,000		$	1,034,500
Variable Interest Senior Convertible Debt	218,893			241,136		429,176			468,704
Liggett and other	44,593			44,605		62,269			62,255
Notes payable and long-term debt	$	1,438,486	(1)	$	1,431,116	$	1,666,445	(1)	$	1,565,459

______________________

⁽¹⁾ The carrying value does not include the carrying value of the embedded derivative. See Note 12.

Notes payable and long-term debt are carried on the condensed consolidated balance sheet at amortized cost. The fair value determinations disclosed above are classified as Level 2 under the fair value hierarchy disclosed in Note 12 if such liabilities were recorded on the condensed consolidated balance sheet at fair value. The estimated fair value of the Company’s notes payable and long-term debt has been determined by the Company using available market information and appropriate valuation methodologies including the evaluation of the Company’s credit risk as described in the Company’s Form 10-K. The Company used a derived price based upon quoted market prices and trade activity as of September 30, 2019 to determine the fair value of its publicly-traded notes and debentures. The carrying value of the revolving credit facility and term loan is equal to the fair value. The fair value of the equipment loans and other obligations was determined by calculating the present value of the required future cash flows. However, considerable judgment is required to develop the estimates of fair value and, accordingly, the estimate presented herein is not necessarily indicative of the amount that could be realized in a current market exchange.

XML

Employee Benefit Plans (Tables)

9 Months Ended

Sep. 30, 2019

Retirement Benefits [Abstract]

Schedule of Net Benefit Costs

The following table summarizes key information related to the Company’s pension plans and other postretirement benefits:

	Pension Benefits						Pension Benefits						Other Postretirement Benefits						Other Postretirement Benefits
	Three Months Ended						Nine Months Ended						Three Months Ended						Nine Months Ended
	September 30,						September 30,						September 30,						September 30,
	2019			2018			2019			2018			2019			2018			2019			2018
Service cost — benefits earned during the period	$	133		$	147		$	400		$	441		$	—		$	2		$	1		$	3
Interest cost on projected benefit obligation	1,215			1,124			3,645			3,370			87			82			260			246
Expected return on assets	(1,218		)	(1,393		)	(3,655		)	(4,179		)	—			—			—			—
Amortization of prior service cost	—			—			—			—			1			—			3			—
Amortization of net loss (gain)	500			451			1,502			1,354			(9		)	(10		)	(63		)	(30		)
Net expense	$	630		$	329		$	1,892		$	986		$	79		$	74		$	201		$	219

XML

Long-Term Investments (Tables)

9 Months Ended

Sep. 30, 2019

Long-term Investments [Abstract]

Equity method investments

Long-term investments consisted of the following:

	September 30, 2019		December 31, 2018
Equity securities at fair value that qualify for the NAV practical expedient	$	52,384	$	54,628
Equity-method investments	14,531		11,631
	$	66,915	$	66,259

Equity-method investments consisted of the following:

	September 30, 2019		December 31, 2018
Indian Creek Investors LP (“Indian Creek”)	$	665	$	1,167
Boyar Value Fund (“Boyar”)	9,362		8,384
Optika Fund LLC (“Optika”)	4,504		—
Ladenburg Thalmann Financial Services Inc. (“LTS”)	—		2,080
Castle Brands, Inc. (“Castle”)	—		—
	$	14,531	$	11,631

The following summarized financial data for certain unconsolidated subsidiaries that meet certain thresholds pursuant to SEC Regulation S-X Rule 210.10-01(b) includes information for the 125 Greenwich Street investment. New Valley has elected a one-month lag reporting period for the investment.

Condominium and Mixed Use Development:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2019			2018			2019			2018
Income Statement
Revenue	$	1		$	6		$	4		$	27
Other expenses	495			745			3,250			145,223
Loss from continuing operations	$	(494	)	$	(739	)	$	(3,246	)	$	(145,196	)

XML

Condensed Consolidating Financial Information (Tables)

9 Months Ended

Sep. 30, 2019

Condensed Financial Information Disclosure [Abstract]

Condensed Consolidating Balance Sheets

CONDENSED CONSOLIDATING BALANCE SHEETS

				September 30, 2019
						Subsidiary					Consolidated
	Parent/			Subsidiary		Non-		Consolidating			Vector Group
	Issuer			Guarantors		Guarantors		Adjustments			Ltd.
ASSETS:
Current assets:
Cash and cash equivalents	$	131,517		$	108,713	$	79,068	$	—		$	319,298
Investment securities at fair value	140,690			—		—		—			140,690
Accounts receivable - trade, net	—			17,916		24,737		—			42,653
Intercompany receivables	43,701			—		—		(43,701		)	—
Inventories	—			99,179		—		—			99,179
Income taxes receivable, net	—			—		128		(128		)	—
Other current assets	650			7,069		24,829		—			32,548
Total current assets	316,558			232,877		128,762		(43,829		)	634,368
Property, plant and equipment, net	343			35,217		48,372		—			83,932
Investments in real estate, net	—			—		28,009		—			28,009
Long-term investments (of which $52,384 were carried at fair value)	66,915			—		—		—			66,915
Investments in real estate ventures	—			—		159,569		—			159,569
Operating lease right of use assets	7,358			4,933		136,096		—			148,387
Investments in consolidated subsidiaries	450,973			247,222		—		(698,195		)	—
Goodwill and other intangible assets, net	—			107,511		158,523		—			266,034
Other assets	14,948			39,453		45,566		(497		)	99,470
Total assets	$	857,095		$	667,213	$	704,897	$	(742,521	)	$	1,486,684
LIABILITIES AND STOCKHOLDERS' DEFICIENCY:
Current liabilities:
Current portion of notes payable and long-term debt	$	217,894		$	21,774	$	7,699	$	(7,500	)	$	239,867
Current portion of fair value of derivatives embedded within convertible debt	11,105			—		—		—			11,105
Intercompany payables	—			259		43,442		(43,701		)	—
Income taxes payable, net	25,064			4,491		—		(128		)	29,427
Current payments due under the Master Settlement Agreement	—			132,377		—		—			132,377
Current operating lease liability	693			1,949		16,702		—			19,344
Other current liabilities	40,861			74,776		59,758		(673		)	174,722
Total current liabilities	295,617			235,626		127,601		(52,002		)	606,842
Notes payable, long-term debt and other obligations, less current portion	1,155,622			22,594		22,525		(22,500		)	1,178,241
Non-current employee benefits	47,124			15,436		—		—			62,560
Deferred income taxes, net	(19,991		)	22,048		32,321		—			34,378
Non-current operating lease liability	7,625			3,579		143,050		—			154,254
Other liabilities, including litigation accruals and payments due under the Master Settlement Agreement	259			42,537		41,490		(5,204		)	79,082
Total liabilities	1,486,256			341,820		366,987		(79,706		)	2,115,357
Commitments and contingencies
Stockholders' (deficiency) equity attributed to Vector Group Ltd.	(629,161		)	325,393		337,422		(662,815		)	(629,161		)
Non-controlling interest	—			—		488		—			488
Total stockholders' (deficiency) equity	(629,161		)	325,393		337,910		(662,815		)	(628,673		)
Total liabilities and stockholders' deficiency	$	857,095		$	667,213	$	704,897	$	(742,521	)	$	1,486,684

CONDENSED CONSOLIDATING BALANCE SHEETS

				December 31, 2018
						Subsidiary					Consolidated
	Parent/			Subsidiary		Non-		Consolidating			Vector Group
	Issuer			Guarantors		Guarantors		Adjustments			Ltd.
ASSETS:
Current assets:
Cash and cash equivalents	$	474,880		$	23,308	$	86,393	$	—		$	584,581
Investment securities at fair value	131,569			—		—		—			131,569
Accounts receivable - trade, net	—			15,440		18,806		—			34,246
Intercompany receivables	38,391			—		—		(38,391		)	—
Inventories	—			90,997		—		—			90,997
Income taxes receivable, net	—			—		1,268		(1,268		)	—
Other current assets	1,500			7,599		21,729		—			30,828
Total current assets	646,340			137,344		128,196		(39,659		)	872,221
Property, plant and equipment, net	506			38,562		47,668		—			86,736
Investments in real estate, net	—			—		26,220		—			26,220
Long-term investments (of which $54,628 were carried at fair value)	66,259			—		—		—			66,259
Investments in real estate ventures	—			—		141,105		—			141,105
Investments in consolidated subsidiaries	431,288			252,113		—		(683,401		)	—
Goodwill and other intangible assets, net	—			107,511		159,100		—			266,611
Other assets	14,616			38,154		37,582		—			90,352
Total assets	$	1,159,009		$	573,684	$	539,871	$	(723,060	)	$	1,549,504
LIABILITIES AND STOCKHOLDERS' DEFICIENCY:
Current liabilities:
Current portion of notes payable and long-term debt	$	226,343		$	29,480	$	311	$	—		$	256,134
Current portion of fair value of derivatives embedded within convertible debt	6,635			—		—		—			6,635
Current portion of employee benefits	—			—		—		—			—
Intercompany payables	—			479		37,912		(38,391		)	—
Income taxes payable, net	5,257			1,263		—		(1,268		)	5,252
Current payments due under the Master Settlement Agreement	—			36,561		—		—			36,561
Other current liabilities	55,915			73,279		51,144		—			180,338
Total current liabilities	294,150			141,062		89,367		(39,659		)	484,920
Notes payable, long-term debt and other obligations, less current portion	1,354,219			2,349		30,129		—			1,386,697
Fair value of derivatives embedded within convertible debt	24,789			—		—		—			24,789
Non-current employee benefits	45,615			15,673		—		—			61,288
Deferred income taxes, net	(13,084		)	17,732		32,763		—			37,411
Other liabilities, including litigation accruals and payments due under the Master Settlement Agreement	1,379			38,179		62,207		—			101,765
Total liabilities	1,707,068			214,995		214,466		(39,659		)	2,096,870
Commitments and contingencies
Stockholders' (deficiency) equity attributed to Vector Group Ltd.	(548,059		)	358,689		324,712		(683,401		)	(548,059		)
Non-controlling interest	—			—		693		—			693
Total stockholders' (deficiency) equity	(548,059		)	358,689		325,405		(683,401		)	(547,366		)
Total liabilities and stockholders' deficiency	$	1,159,009		$	573,684	$	539,871	$	(723,060	)	$	1,549,504

Condensed Consolidating Statements of Operations

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

				Three Months Ended September 30, 2019
							Subsidiary						Consolidated
	Parent/			Subsidiary			Non-			Consolidating			Vector Group
	Issuer			Guarantors			Guarantors			Adjustments			Ltd.
Revenues	$	—		$	303,379		$	201,530		$	(119	)	$	504,790
Expenses:
Cost of sales	—			209,192			136,264			—			345,456
Operating, selling, administrative and general expenses	9,490			18,376			64,627			(119		)	92,374
Litigation settlement and judgment expense	—			240			—			—			240
Management fee expense	—			2,993			—			(2,993		)	—
Operating (loss) income	(9,490		)	72,578			639			2,993			66,720
Other income (expenses):
Interest expense	(32,023		)	(937		)	(228		)	225			(32,963		)
Change in fair value of derivatives embedded within convertible debt	6,182			—			—			—			6,182
Equity in earnings from real estate ventures	—			—			8,050			—			8,050
Equity in earnings in consolidated subsidiaries	61,483			1,893			—			(63,376		)	—
Management fee income	2,993			—			—			(2,993		)	—
Other, net	(655		)	1,702			1,808			(1,100		)	1,755
Income before provision for income taxes	28,490			75,236			10,269			(64,251		)	49,744
Income tax benefit (expense)	7,518			(18,231		)	(3,023		)	—			(13,736		)
Net income	36,008			57,005			7,246			(64,251		)	36,008
Net loss attributed to non-controlling interest	—			—			—			—			—
Net income attributed to Vector Group Ltd.	$	36,008		$	57,005		$	7,246		$	(64,251	)	$	36,008
Comprehensive loss attributed to non-controlling interest	$	—		$	—		$	—		$	—		$	—
Comprehensive income attributed to Vector Group Ltd.	$	36,352		$	57,240		$	7,246		$	(64,486	)	$	36,352

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

				Three Months Ended September 30, 2018
							Subsidiary						Consolidated
	Parent/			Subsidiary			Non-			Consolidating			Vector Group
	Issuer			Guarantors			Guarantors			Adjustments			Ltd.
Revenues	$	—		$	302,128		$	211,860		$	(119	)	$	513,869
Expenses:
Cost of sales	—			219,769			140,533			—			360,302
Operating, selling, administrative and general expenses	8,915			16,497			62,256			(119		)	87,549
Management fee expense	—			2,878			—			(2,878		)	—
Operating (loss) income	(8,915		)	62,984			9,071			2,878			66,018
Other income (expenses):
Interest expense	(50,317		)	(760		)	(7		)	—			(51,084		)
Change in fair value of derivatives embedded within convertible debt	10,005			—			—			—			10,005
Equity in earnings from real estate ventures	—			—			294			—			294
Equity in earnings in consolidated subsidiaries	50,102			—			—			(50,102		)	—
Management fee income	2,878			—			—			(2,878		)	—
Other, net	5,079			(940		)	342			—			4,481
Income before provision for income taxes	8,832			61,284			9,700			(50,102		)	29,714
Income tax benefit (expense)	3,170			(15,885		)	(1,971		)	—			(14,686		)
Net income	12,002			45,399			7,729			(50,102		)	15,028
Net income attributed to non-controlling interest	—			—			(3,026		)	—			(3,026		)
Net income attributed to Vector Group Ltd.	$	12,002		$	45,399		$	4,703		$	(50,102	)	$	12,002
Comprehensive income attributed to non-controlling interest	$	—		$	—		$	(3,026	)	$	—		$	(3,026	)
Comprehensive income attributed to Vector Group Ltd.	$	12,320		$	45,546		$	4,703		$	(50,249	)	$	12,320

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

				Nine Months Ended September 30, 2019
							Subsidiary						Consolidated
	Parent/			Subsidiary			Non-			Consolidating			Vector Group
	Issuer			Guarantors			Guarantors			Adjustments			Ltd.
Revenues	$	—		$	854,875		$	609,629		$	(358	)	$	1,464,146
Expenses:
Cost of sales	—			590,956			408,694			—			999,650
Operating, selling, administrative and general expenses	28,836			53,234			196,335			(358		)	278,047
Litigation settlement and judgment expense	—			895			—			—			895
Management fee expense	—			8,978			—			(8,978		)	—
Operating (loss) income	(28,836		)	200,812			4,600			8,978			185,554
Other income (expenses):
Interest expense	(100,277		)	(2,947		)	(685		)	673			(103,236		)
Change in fair value of derivatives embedded within convertible debt	20,319			—			—			—			20,319
Equity in earnings from real estate ventures	—			—			12,002			—			12,002
Equity in earnings in consolidated subsidiaries	162,911			6,617			—			(169,528		)	—
Management fee income	8,978			—			—			(8,978		)	—
Other, net	9,307			2,302			3,144			(1,100		)	13,653
Income before provision for income taxes	72,402			206,784			19,061			(169,955		)	128,292
Income tax benefit (expense)	17,866			(50,297		)	(5,513		)	—			(37,944		)
Net income	90,268			156,487			13,548			(169,955		)	90,348
Net income attributed to non-controlling interest	—			—			(80		)	—			(80		)
Net income attributed to Vector Group Ltd.	$	90,268		$	156,487		$	13,468		$	(169,955	)	$	90,268
Comprehensive income attributed to non-controlling interest	$	—		$	—		$	(80	)	$	—		$	(80	)
Comprehensive income attributed to Vector Group Ltd.	$	91,798		$	157,191		$	13,468		$	(170,659	)	$	91,798

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

				Nine Months Ended September 30, 2018
							Subsidiary						Consolidated
	Parent/			Subsidiary			Non-			Consolidating			Vector Group
	Issuer			Guarantors			Guarantors			Adjustments			Ltd.
Revenues	$	—		$	844,316		$	580,365		$	(358	)	$	1,424,323
Expenses:
Cost of sales	—			597,492			389,851			—			987,343
Operating, selling, administrative and general expenses	26,331			49,342			187,646			(358		)	262,961
Litigation settlement and judgment expense (income)	—			525			(2,469		)	—			(1,944		)
Management fee expense	—			8,632			—			(8,632		)	—
Operating (loss) income	(26,331		)	188,325			5,337			8,632			175,963
Other income (expenses):
Interest expense	(143,286		)	(2,103		)	(63		)	—			(145,452		)
Change in fair value of derivatives embedded within convertible debt	31,289			—			—			—			31,289
Equity in losses from real estate ventures	—			—			(8,378		)	—			(8,378		)
Equity in earnings in consolidated subsidiaries	136,615						—			(136,615		)	—
Management fee income	8,632			—			—			(8,632		)	—
Other, net	13,899			(1,259		)	1,020			—			13,660
Income (loss) before provision for income taxes	20,818			184,963			(2,084		)	(136,615		)	67,082
Income tax benefit (expense)	16,213			(47,433		)	1,826			—			(29,394		)
Net income (loss)	37,031			137,530			(258		)	(136,615		)	37,688
Net income attributed to non-controlling interest	—			—			(657		)	—			(657		)
Net income (loss) attributed to Vector Group Ltd.	$	37,031		$	137,530		$	(915	)	$	(136,615	)	$	37,031
Comprehensive income attributed to non-controlling interest	$	—		$	—		$	(657	)	$	—		$	(657	)
Comprehensive income (loss) attributed to Vector Group Ltd.	$	37,918		$	137,961		$	(915	)	$	(137,046	)	$	37,918

Condensed Consolidating Statements of Cash Flows

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

				Nine Months Ended September 30, 2019
							Subsidiary						Consolidated
	Parent/			Subsidiary			Non-			Consolidating			Vector Group
	Issuer			Guarantors			Guarantors			Adjustments			Ltd.
Net cash provided by operating activities	$	122,305		$	259,426		$	8,623		$	(195,005	)	$	195,349
Cash flows from investing activities:
Sale of investment securities	16,186			—			—			—			16,186
Maturities of investment securities	45,798			—			—			—			45,798
Purchase of investment securities	(76,094		)	—			—			—			(76,094		)
Purchase of long-term investments	—			—			(1,000		)	—			(1,000		)
Investments in real estate ventures	—			—			(36,269		)	—			(36,269		)
Purchase of subsidiaries	—			—			(323		)	—			(323		)
Distributions from investments in real estate ventures	—			—			30,934			—			30,934
Increase in cash surrender value of life insurance policies	(311		)	(462		)	—			—			(773		)
(Increase) decrease in restricted assets	(22		)	683			—			—			661
Investments in subsidiaries	(42,604		)	—			—			42,604			—
Proceeds from sale of fixed assets	—			8			9			—			17
Capital expenditures	—			(3,425		)	(6,733		)	—			(10,158		)
Pay downs of investment securities	828			—			—			—			828
Investments in real estate, net	—			—			(1,910		)	—			(1,910		)
Net cash used in investing activities	(56,219		)	(3,196		)	(15,292		)	42,604			(32,103		)
Cash flows from financing activities:
Deferred financing costs	—			(36		)	—			—			(36		)
Repayments of debt	(230,000		)	(720		)	(154		)	—			(230,874		)
Borrowings under revolver	—			204,506			—			—			204,506
Repayments on revolver	—			(221,373		)	—			—			(221,373		)
Capital contributions received	—			675			41,929			(42,604		)	—
Intercompany dividends paid	—			(153,868		)	(41,137		)	195,005			—
Dividends and distributions on common stock	(179,449		)	—			—			—			(179,449		)
Distributions to non-controlling interest	—			—			(285		)	—			(285		)
Proceeds from issuance of Vector common stock	—			—			—			—			—
Proceeds from exercise of Vector options	—			—			—			—			—
Tax benefit of options exercised	—			—			—			—			—
Other	—			—			(46		)	—			(46		)
Net cash (used in) provided by financing activities	(409,449		)	(170,816		)	307			152,401			(427,557		)
Net (decrease) increase in cash, cash equivalents and restricted cash	(343,363		)	85,414			(6,362		)	—			(264,311		)
Cash, cash equivalents and restricted cash, beginning of period	474,880			23,849			93,000			—			591,729
Cash, cash equivalents and restricted cash, end of period	$	131,517		$	109,263		$	86,638		$	—		$	327,418

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

				Nine Months Ended September 30, 2018
							Subsidiary						Consolidated
	Parent/			Subsidiary			Non-			Consolidating			Vector Group
	Issuer			Guarantors			Guarantors			Adjustments			Ltd.
Net cash provided by operating activities	$	118,890		$	244,377		$	20,693		$	(174,152	)	$	209,808
Cash flows from investing activities:
Sale of investment securities	10,940			3,955			—			—			14,895
Maturities of investment securities	16,899			—			—			—			16,899
Purchase of investment securities	(22,516		)	—			—			—			(22,516		)
Investments in real estate ventures	—			—			(6,132		)	—			(6,132		)
Investments in real estate, net	—			—			(1,495		)	—			(1,495		)
Purchase of subsidiaries	—			—			(370		)	—			(370		)
Distributions from investments in real estate ventures	—			—			37,819			—			37,819
Increase in cash surrender value of life insurance policies	(345		)	(461		)	—			—			(806		)
Decrease in restricted assets	14			240			—			—			254
Repayments of notes receivable	20,000			—			67			(20,000		)	67
Pay downs of investment securities	1,293			—			—			—			1,293
Investments in subsidiaries	(8,103		)	—			—			8,103			—
Capital expenditures	(15		)	(4,175		)	(8,356		)	—			(12,546		)
Net cash provided by (used in) investing activities	18,167			(441		)	21,533			(11,897		)	27,362
Cash flows from financing activities:
Repayments of debt	—			(21,263		)	(227		)	20,000			(1,490		)
Borrowings under revolver	—			261,058			—			—			261,058
Repayments on revolver	—			(264,654		)	—			—			(264,654		)
Capital contributions received	—			650			7,453			(8,103		)	—
Intercompany dividends paid	—			(128,308		)	(45,844		)	174,152			—
Dividends and distributions on common stock	(169,571		)	—			—			—			(169,571		)
Distributions to non-controlling interest	—			—			(2,521		)	—			(2,521		)
Net cash used in financing activities	(169,571		)	(152,517		)	(41,139		)	186,049			(177,178		)
Net (decrease) increase in cash, cash equivalents and restricted cash	(32,514		)	91,419			1,087			—			59,992
Cash, cash equivalents and restricted cash, beginning of period	194,719			20,175			96,043			—			310,937
Cash, cash equivalents and restricted cash, end of period	$	162,205		$	111,594		$	97,130		$	—		$	370,929

XML

Investment Securities At Fair Value (Components of Investment Securities At Fair Value) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018
Debt Securities, Available-for-sale [Line Items]
Debt securities available for sale	$ 94,567		$ 94,567		$ 84,367
Equity securities at fair value	46,123		46,123		47,202
Investment securities at fair value	140,690		140,690		131,569
Net (losses) gains recognized on equity securities	(1,506)	$ (797)	5,545	$ (306)
Net gains (losses) recognized on debt securities available for sale	25	(4)	67	(17)
Gross realized losses on other-than-temporary impairments	(6)	(161)	(11)	(972)
Net (losses) gains recognized on investment securities	(1,487)	(962)	5,601	(1,295)
Less: Net gains (losses) recognized on equity securities sold	58	(717)	468	(534)
Net unrealized (losses) gains recognized on equity securities still held at the reporting date	(1,564)	$ (80)	5,077	$ 228
Marketable debt securities
Debt Securities, Available-for-sale [Line Items]
Debt securities available for sale	94,567		94,567		84,367
Cost	93,730		93,730		84,199
Gross Unrealized Gains	837		837		168
Gross Unrealized Losses	0		0		0
Total debt securities available for sale
Debt Securities, Available-for-sale [Line Items]
Debt securities available for sale	94,567		94,567		84,367
Cost	93,730		93,730		84,199
Gross Unrealized Gains	837		837		168
Gross Unrealized Losses	0		0		0
Quoted Prices in Active Markets for Identical Assets (Level 1) | Marketable equity securities
Debt Securities, Available-for-sale [Line Items]
Equity securities at fair value	23,909		23,909		26,010
Quoted Prices in Active Markets for Identical Assets (Level 1) | Mutual funds invested in fixed-income securities
Debt Securities, Available-for-sale [Line Items]
Equity securities at fair value	$ 22,214		$ 22,214		$ 21,192

XML

Leases - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2019	Jan. 01, 2019	Dec. 31, 2018
Lessee, Lease, Description [Line Items]
Operating lease right of use assets	$ 148,387	$ 148,387
Operating lease liabilities	173,598	173,598
Increase to accumulated deficit	620,791	$ 620,791		$ 542,169
Lease renewal term		5 years
Lease termination term		1 year
Lease not yet commenced	2,392	$ 2,392
One Lease, Lessor Affiliate of Significant Investor
Lessee, Lease, Description [Line Items]
Operating lease right of use assets	1,368	1,368
Operating lease liabilities	1,429	1,429
Rental expense	$ 115	$ 344
Minimum
Lessee, Lease, Description [Line Items]
Remaining lease terms		1 year
Lease not yet commenced, term	1 year 7 months 6 days	1 year 7 months 6 days
Maximum
Lessee, Lease, Description [Line Items]
Remaining lease terms		15 years
Lease not yet commenced, term	5 years	5 years
ASU 2016-02
Lessee, Lease, Description [Line Items]
Operating lease right of use assets			$ 128,890
Operating lease liabilities			153,676
Deferred rent			22,881
Tenant improvements receivable			355
Increase to accumulated deficit			$ 1,550

XML

Leases - Future Minimum Lease Payments (Details) $ in Thousands	Dec. 31, 2018 USD ($)
Leases [Abstract]
Lease commitments, 2019	$ 35,973
Lease commitments, 2020	29,917
Lease commitments, 2021	27,592
Lease commitments, 2022	25,185
Lease commitments, 2023	23,589
Lease commitments, Thereafter	104,126
Lease commitments, Total	246,382
Sublease Rentals, 2019	69
Sublease Rentals, 2020	0
Sublease Rentals, 2021	0
Sublease Rentals, 2022	0
Sublease Rentals, 2023	0
Sublease Rentals, Thereafter	0
Sublease Rentals, Total	69
Net, 2019	35,904
Net, 2020	29,917
Net, 2021	27,592
Net, 2022	25,185
Net, 2023	23,589
Net, Thereafter	104,126
Net, Total	$ 246,313

XML

Investments and Fair Value Measurements (Quantitative Information about Level 3 Fair Value Measurements) (Details) $ in Thousands	Mar. 31, 2020 $ / shares	Dec. 31, 2019 $ / shares	Sep. 30, 2019 USD ($) $ / shares	Dec. 31, 2018 USD ($) $ / shares
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value of derivatives embedded within convertible debt			$ 0	$ 24,789
Fair value of contingent liability			5,204	6,304
Significant Unobservable Inputs (Level 3)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value of contingent liability			5,204	6,304
Estimated fair value of the Douglas Elliman reporting unit			320,000	320,000
Discounted cash flow | Significant Unobservable Inputs (Level 3)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value of derivatives embedded within convertible debt			$ 11,105	$ 31,424
Discounted cash flow | Significant Unobservable Inputs (Level 3) | Assumed annual stock dividend
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value of derivatives embedded within convertible debt, measurement input			0.05	0.05
Discounted cash flow | Significant Unobservable Inputs (Level 3) | Assumed annual cash dividend
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value of derivatives embedded within convertible debt, measurement input | $ / shares				1.60
Discounted cash flow | Significant Unobservable Inputs (Level 3) | Stock price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value of derivatives embedded within convertible debt, measurement input | $ / shares			11.91	9.73
Discounted cash flow | Significant Unobservable Inputs (Level 3) | Convertible trading price (as a percentage of par value)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value of derivatives embedded within convertible debt, measurement input			1.0394	1.0031
Discounted cash flow | Significant Unobservable Inputs (Level 3) | Volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value of derivatives embedded within convertible debt, measurement input			0.4225	0.2039
Discounted cash flow | Significant Unobservable Inputs (Level 3) | Implied credit spread
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value of derivatives embedded within convertible debt, measurement input			0.0270	0.085
Discounted cash flow | Significant Unobservable Inputs (Level 3) | Implied credit spread | Minimum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value of derivatives embedded within convertible debt, measurement input			0.0170	0.080
Discounted cash flow | Significant Unobservable Inputs (Level 3) | Implied credit spread | Maximum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value of derivatives embedded within convertible debt, measurement input			0.0370	0.090
Monte Carlo Simulation Model | Significant Unobservable Inputs (Level 3) | Risk-free rate for a 4-year term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value of contingent liability, measurement input			0.0154	0.0245
Monte Carlo Simulation Model | Significant Unobservable Inputs (Level 3) | Leverage-adjusted equity volatility of peer firms
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value of contingent liability, measurement input			0.3391	0.3022
Forecast | Discounted cash flow | Significant Unobservable Inputs (Level 3) | Assumed annual cash dividend
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value of derivatives embedded within convertible debt, measurement input | $ / shares	0.20	0.40

XML

Contingencies (Appeals of Engle Progeny Judgments, Maryland and Only Liggett Cases) (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2019 USD ($) case
Individual Actions Cases
Loss Contingencies [Line Items]
Cases pending	40
Liggett
Loss Contingencies [Line Items]
Cases pending	2
Liggett | Lukacs, Campbell, Douglas, Clay, Tullo, Ward Rizzuto, Lambert and Buchanan
Loss Contingencies [Line Items]
Payments for legal settlements | $	$ 39,773
Liggett | Santoro v. R.J. Reynolds
Loss Contingencies [Line Items]
Payments for legal settlements | $	$ 160
Maryland | Liggett | Individual Actions Cases
Loss Contingencies [Line Items]
Cases pending	16

XML

Contingencies (Overview and Bonds) (Details) - Liggett - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Jun. 30, 2009
Loss Contingencies [Line Items]
Tobacco product liability legal expenses and costs	$ 5,627	$ 5,256
Engle Progeny Cases | Florida
Loss Contingencies [Line Items]
Maximum bond required for judgments on appeal			$ 200,000
Bonds | Santoro v. R.J. Reynolds
Loss Contingencies [Line Items]
Security posted for appeal of judgment	$ 535

XML

Contingencies (Other Matters) (Details) - Liggett and Vector Tobacco - Bonds - Maximum - USD ($) $ in Thousands	1 Months Ended
	Aug. 31, 2019	Sep. 30, 2019
Loss Contingencies [Line Items]
Estimate of possible loss		$ 500
Program charge	$ 212