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8-K/A - 8-K/A - VECTOR GROUP LTDa2014q2pressrelease-8ka.htm


FOR IMMEDIATE RELEASE
Contact:
 
Paul Caminiti/Emily Deissler/Benjamin Spicehandler
 
 
Sard Verbinnen & Co
 
 
212-687-8080
 
 
 
VECTOR GROUP REPORTS SECOND QUARTER 2014 FINANCIAL RESULTS
 
MIAMI, FL, July 30, 2014 - Vector Group Ltd. (NYSE: VGR) today announced financial results for the three and six months ended June 30, 2014.
On December 13, 2013, Vector Group increased its ownership of Douglas Elliman Realty, LLC from 50% to 70.59%. Consequently, after December 13, 2013, Vector Group consolidates the operations and financial position of Douglas Elliman Realty in its financial statements. It had previously accounted for its interest in Douglas Elliman under the equity method of accounting.

GAAP Financial Results

Second quarter 2014 revenues were $406.6 million, compared to revenues of $256.2 million in the second quarter of 2013. The increase in revenues in 2014 was primarily due to the acquisition and consolidated presentation of Douglas Elliman. The Company recorded operating income of $60.3 million in the second quarter of 2014, compared to operating income of $44.2 million in the second quarter of 2013. Net income attributed to Vector Group Ltd. for the 2014 second quarter was $7.9 million, or $0.08 per diluted common share, compared to net income of $13.5 million, or $0.14 per diluted common share, in the 2013 second quarter.

For the six months ended June 30, 2014, revenues were $753.8 million, compared to $502.4 million for the first six months of 2013. The increase in revenues in 2014 was primarily due to the acquisition and consolidated presentation of Douglas Elliman. The Company recorded operating income of $103.0 million for the 2014 six-month period, compared to operating income of $87.3 million for the 2013 six-month period. Net income attributed to Vector Group Ltd. for the 2014 six-month period was $10.5 million, or $0.11 per diluted common share, compared to net income of $11.8 million, or $0.13 per diluted common share, for the first six months of 2013.

Non-GAAP Financial Results

The Company's non-GAAP financial results are presented assuming the Company's acquisition of its additional 20.59% interest in Douglas Elliman Realty, LLC, and the related purchase accounting adjustments, occurred prior to January 1, 2013. Non-GAAP financial results also include adjustments for litigation settlement and judgment expenses in the Company's tobacco business, a one-time charge in 2013 related to the extinguishment of the Company's 11% Senior Secured Notes, non-cash stock compensation expense (for purposes of Pro-forma Adjusted EBITDA only), and non-cash interest items associated with the Company's convertible debt. Reconciliations of non-GAAP financial results to the comparable GAAP financial results for the three and six months ended June 30, 2014 and 2013 are included in Tables 2, 3, 4, 5 and 6.
Three months ended June 30, 2014 compared to the three months ended June 30, 2013
Second quarter 2014 Pro-forma Adjusted Revenues (as described in Table 2 attached hereto) were $406.6 million compared to $369.9 million in 2013. The increase was primarily due to an increase in real estate revenues at Douglas Elliman and from the sale of the Company's Indian Creek, Florida property.
Pro-forma Adjusted EBITDA attributed to Vector Group (as described below and in Table 3 attached hereto) was $59.2 million for the second quarter of 2014 as compared to $55.8 million for the second quarter of 2013. The increase in Pro-forma Adjusted EBITDA attributed to Vector Group were primarily attributable to higher profits in the tobacco and real estate segments.





Pro-forma Adjusted Net Income (as described below and in Table 4 attached hereto) was $15.5 million or $0.16 per diluted share for the three months ended June 30, 2014 and $17.8 million or $0.19 per diluted share for the three months ended June 30, 2013.
Pro-forma Adjusted Operating Income (as described below and in Table 5 attached hereto) was $60.6 million for the three months ended June 30, 2014 and $55.4 million for the three months ended June 30, 2013.

Six months ended June 30, 2014 compared to the six months ended June 30, 2013
For the six months ended June 30, 2014 Pro-forma Adjusted Revenues (as described in Table 2 attached hereto) were $755.5 million compared to $690.6 million in 2013. The increase was primarily due to an increase in real estate revenues at Douglas Elliman.
Pro-forma Adjusted EBITDA attributed to Vector Group (as described below and in Table 3 attached hereto) was $108.9 million for the six months ended June 30, 2014 as compared to $97.1 million for the six-month period of 2013. The increase in Pro-forma Adjusted EBITDA attributed to Vector Group were primarily attributable to higher profits in the tobacco and real estate segments.
Pro-forma Adjusted Net Income (as described below and in Table 4 attached hereto) was $30.1 million or $0.31 per diluted share for the six months ended June 30, 2014 and $28.9 million or $0.31 per diluted share for the six months ended June 30, 2013.
Pro-forma Adjusted Operating Income (as described below and in Table 5 attached hereto) was $108.2 million for the six months ended June 30, 2014 and $92.8 million for the six months ended June 30, 2013.

Tobacco Business Financial Results
For the second quarter 2014, the Company's tobacco business had revenues of $250.6 million, compared to $249.1 million for the second quarter 2013. The increase in revenues was due to favorable net pricing variances partially offset by a 2.7% decline in sales volume. Tobacco Adjusted Operating Income (described below and included in Table 6 attached hereto) for the second quarter 2014 and 2013 was $50.1 million and $46.9 million, respectively.

For the six months ended June 30, 2014, the Company's tobacco business had revenues of $483.9 million, compared to $489.5 million for the six months ended June 30, 2013. The decline in revenues was primarily due to a 4.3% decline in sales volume partially offset by favorable net pricing variances. Tobacco Adjusted Operating Income (described below and included in Table 6 attached hereto) for the six months ended June 30, 2014 and 2013 was $94.5 million and $88.5 million, respectively.

For the three and six months ended June 30, 2014, the Company's tobacco business had conventional cigarette sales of approximately 2.18 billion units and 4.21 billion units, respectively, compared to 2.24 billion units and 4.40 billion for the three and six months ended June 30, 2013.

Real Estate Business Financial Results
For the second quarter 2014, the Company's real estate segment had Pro-forma Adjusted Revenues of $153.5 million, compared to $120.8 million for the second quarter 2013. For the six months ended June 30, 2014, the Company's real estate segment's Pro-forma Adjusted Revenues were $263.2 million compared to $201.1 million for the six months ended June 30, 2013. The increase in revenues was primarily due to an increase in revenues at Douglas Elliman combined with the sale of the Company's Indian Creek property. For the second quarter 2014, Real Estate Pro-forma Adjusted EBITDA attributed to the Company were $12.6 million, compared to $9.3 million for the second quarter 2013. For the six months ended June 30, 2014, Real Estate Pro-forma Adjusted EBITDA attributed to the Company were $19.6 million, compared to $10.2 million for the six months ended June 30, 2013.

Douglas Elliman's results are included in the Real Estate segment. Douglas Elliman's Pro-Forma Adjusted Revenues for the second quarter 2014 were $137.9 million, compared to $119.5 million for the second quarter 2013. For the six months ended June 30, 2014, Douglas Elliman's Pro-forma Adjusted Revenues were $245.5 million compared to $197.7 million for the six months ended June 30, 2013. For the second quarter 2014, Douglas Elliman's Pro-forma Adjusted EBITDA were $15.8 million ($11.1 million attributed to the Company), compared to $13.5 million ($9.5 million attributed to the Company) for the second quarter 2013. For the six months ended June 30, 2014, Douglas Elliman's Pro-forma Adjusted EBITDA were $23.2 million ($16.4 million attributed to the Company), compared to $14.1 million ($9.9 million attributed to the Company) for the six months ended June 30, 2013.






For the three and six months ended June 30, 2014, Douglas Elliman achieved closed sales of approximately $4.6 billion and $8.1 billion, respectively, compared to $3.9 billion and $6.3 billion for the three and six months ended June 30, 2013.

Non-GAAP Financial Measures
Pro-forma Adjusted Revenues, Pro-forma Adjusted EBITDA, Pro-forma Adjusted Net Income, Pro-forma Adjusted Operating Income and Tobacco Adjusted Operating Income are financial measures not prepared in accordance with generally accepted accounting principles (“GAAP”). The Company believes that Pro-forma Adjusted Revenues, Pro-forma Adjusted EBITDA, Pro-forma Adjusted Net Income, Pro-forma Adjusted Operating Income and Tobacco Adjusted Operating Income are important measures that supplement discussions and analysis of its results of operations and enhances an understanding of its operating performance. The Company believes Pro-forma Adjusted Revenues, Pro-forma Adjusted EBITDA, Pro-forma Adjusted Net Income, Pro-forma Adjusted Operating Income and Tobacco Adjusted Operating Income provide investors and analysts with a useful measure of operating results unaffected by differences in capital structures, capital investment cycles and ages of related assets among otherwise comparable companies. Management uses Pro-forma Adjusted Revenues, Pro-forma Adjusted EBITDA, Pro-forma Adjusted Net Income, Pro-forma Adjusted Operating Income and Tobacco Adjusted Operating Income as measures to review and assess operating performance of the Company's business, and management and investors should review both the overall performance (GAAP net income) and the operating performance (Pro-forma Adjusted Revenues, Pro-forma Adjusted EBITDA, Pro-forma Adjusted Net Income, Pro-forma Adjusted Operating Income and Tobacco Adjusted Operating Income) of the Company's business. While management considers Pro-forma Adjusted Revenues, Pro-forma Adjusted EBITDA, Pro-forma Adjusted Net Income, Pro-forma Adjusted Operating Income and Tobacco Adjusted Operating Income to be important, they should be considered in addition to, but not as substitutes for or superior to, other measures of financial performance prepared in accordance with GAAP, such as operating income, net income and cash flows from operations. In addition, Pro-forma Adjusted Revenues, Pro-forma Adjusted EBITDA, Pro-forma Adjusted Net Income, Pro-forma Adjusted Operating Income and Tobacco Adjusted Operating Income are susceptible to varying calculations and the Company's measurement of Pro-forma Adjusted Revenues, Pro-forma Adjusted EBITDA, Pro-forma Adjusted Net Income, Pro-forma Adjusted Operating Income and Tobacco Adjusted Operating Income may not be comparable to those of other companies. Attached hereto as Tables 2, 3, 4, 5 and 6 is information relating to the Company's Pro-forma Adjusted Revenues, Pro-forma Adjusted EBITDA, Pro-forma Adjusted Net Income, Pro-forma Adjusted Operating Income and Tobacco Adjusting Operating Income for the three and six months ended June 30, 2014 and 2013.

Conference Call to Discuss Second Quarter 2014 Results
As previously announced, the Company will host a conference call and webcast on Thursday, July 31, 2014 at 9:00 A.M. (ET) to discuss second quarter 2014 results. Investors can access the call by dialing 800-859-8150 and entering 95591962 as the conference ID number. The call will also be available via live webcast at www.investorcalendar.com. Webcast participants should allot extra time to register before the webcast begins.
A replay of the call will be available shortly after the call ends on July 31, 2014 through August 31, 2014. To access the replay, dial 877-656-8905 and enter 95591962 as the conference ID number. The archived webcast will also be available at www.investorcalendar.com for one year.

Vector Group is a holding company that indirectly owns Liggett Group LLC, Vector Tobacco Inc. and Zoom E-Cigs LLC and directly owns New Valley LLC, which owns a controlling interest in Douglas Elliman Realty, LLC. Additional information concerning the company is available on the Company's website, www.VectorGroupLtd.com.

[Financial Tables Follow]
# # #





TABLE 1
VECTOR GROUP LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in Thousands, Except Per Share Amounts)

 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2014
 
2013
 
2014
 
2013
 
(Unaudited)
 
(Unaudited)
Revenues
 
 
 
 
 
 
 
   Tobacco*
$
250,556

 
$
249,120

 
$
483,948

 
$
489,522

   Real estate
153,488

 
7,106

 
261,532

 
12,873

   E-Cigarettes
2,569

 

 
8,369

 

          Total revenues
406,613

 
256,226

 
753,849

 
502,395

 
 
 
 
 
 
 
 
Expenses:
 
 
 
 
 
 
 
   Cost of sales:
 
 
 
 
 
 
 
     Tobacco*
179,773

 
180,430

 
347,939

 
353,386

     Real estate
97,763

 
6,015

 
165,087

 
10,236

     E-Cigarettes
1,746

 

 
5,293

 

        Total cost of sales
279,282

 
186,445

 
518,319

 
363,622

 
 
 
 
 
 
 
 
Operating, selling, administrative and general expenses
67,023

 
25,541

 
132,500

 
51,437

Operating income
60,308

 
44,240

 
103,030

 
87,336

 
 
 
 
 
 
 
 
Other income (expenses):
 
 
 
 
 
 
 
Interest expense
(44,183
)
 
(32,086
)
 
(79,636
)
 
(65,462
)
Loss on extinguishment of debt

 

 

 
(21,458
)
Change in fair value of derivatives embedded within convertible debt
1,970

 
2,450

 
320

 
5,499

Acceleration of interest expense related to debt conversion
(439
)
 

 
(4,118
)
 

Equity income from non-consolidated real estate businesses
(1,808
)
 
6,804

 
(256
)
 
7,285

Equity (loss) income on long-term investments
(273
)
 
846

 
633

 
823

(Loss) gain on sale of investment securities available for sale
(18
)
 
(197
)
 
(71
)
 
5,209

Other, net
3,575

 
1,471

 
5,701

 
2,280

Income before provision for income taxes
19,132

 
23,528

 
25,603

 
21,512

Income tax expense
6,101

 
10,017

 
9,043

 
9,682

 
 
 
 
 
 
 
 
Net income
13,031

 
13,511

 
16,560

 
11,830

 
 
 
 
 
 
 
 
Net income attributed to non-controlling interest
(5,106
)
 

 
(6,055
)
 

 
 
 
 
 
 
 
 
Net income attributed to Vector Group Ltd.
$
7,925

 
$
13,511

 
$
10,505

 
$
11,830

 
 
 
 
 
 
 
 
Per basic common share:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income applicable to common shares attributed to Vector Group Ltd.
$
0.08

 
$
0.14

 
$
0.11

 
$
0.13

 
 
 
 
 
 
 
 
Per diluted common share:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income applicable to common shares attributed to Vector Group Ltd.
$
0.08

 
$
0.14

 
$
0.11

 
$
0.13

 
 
 
 
 
 
 
 
Cash distributions and dividends declared per share
$
0.40

 
$
0.38

 
$
0.80

 
$
0.76


* Revenues and Cost of goods sold include excise taxes of $109,695, $112,596, $212,108 and $221,507, respectively.





TABLE 2
VECTOR GROUP LTD. AND SUBSIDIARIES
RECONCILIATION OF PRO-FORMA ADJUSTED REVENUES
(Unaudited)
(Dollars in Thousands)


 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2014
 
2013
 
2014
 
2013
 
 
 
 
Revenues
$
406,613

 
$
256,226

 
$
753,849

 
$
502,395

 
 
 
 
 
 
 
 
Reclassification of revenues as a result of the consolidation of Douglas Elliman (a)

 
113,647

 

 
188,184

Purchase accounting adjustments (b)
29

 

 
1,683

 

Total adjustments
29

 
113,647

 
1,683

 
188,184

 
 
 
 
 
 
 
 
Pro-forma Adjusted Revenues
$
406,642

 
$
369,873

 
$
755,532

 
$
690,579

 
 
 
 
 
 
 
 
Pro-forma Adjusted Revenues by Segment
 
 
 
 
 
 
 
Tobacco
$
250,556

 
$
249,120

 
$
483,948

 
$
489,522

Real Estate (c)
153,517

 
120,753

 
263,215

 
201,057

Corporate and Other
2,569

 

 
8,369

 

Total
$
406,642

 
$
369,873

 
$
755,532

 
$
690,579


                              

a.
Represents revenues of Douglas Elliman Realty, LLC in the respective 2013 periods. On December 13, 2013, the Company increased its ownership of Douglas Elliman Realty, LLC from 50% to 70.59%. Consequently, after December 13, 2013, the Company consolidates the operations and financial position of Douglas Elliman Realty, LLC in its financial statements.  The Company had previously accounted for its interest in Douglas Elliman Realty, LLC under the equity method and revenues from Douglas Elliman Realty, LLC were not included in the Company's revenues.
b.
Amounts represent one-time purchase accounting adjustments to fair value for deferred revenues recorded in connection with the increase of the Company's ownership of Douglas Elliman Realty, LLC on December 13, 2013.
c.
Includes Pro-Forma Adjusted Revenues from Douglas Elliman Realty, LLC of $137,949, $119,539, $245,461, and $197,703 for the three and six months ended June 30, 2014 and 2013, respectively.







TABLE 3
VECTOR GROUP LTD. AND SUBSIDIARIES
COMPUTATION OF PRO-FORMA ADJUSTED EBITDA
(Unaudited)
(Dollars in Thousands)
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2014
 
2013
 
2014
 
2013
 
 
 
 
Net income attributed to Vector Group Ltd.
$
7,925

 
$
13,511

 
$
10,505

 
$
11,830

Interest expense
44,183

 
32,086

 
79,636

 
65,462

Income tax expense
6,101

 
10,017

 
9,043

 
9,682

Net income attributed to non-controlling interest
5,106

 

 
6,055

 

Depreciation and amortization
5,462

 
2,637

 
12,554

 
5,233

EBITDA
$
68,777

 
$
58,251

 
$
117,793

 
$
92,207

Change in fair value of derivatives embedded within convertible debt (a)
(1,970
)
 
(2,450
)
 
(320
)
 
(5,499
)
Equity loss (gain) on long-term investments (b)
273

 
(846
)
 
(633
)
 
(823
)
Loss (gain) on sale of investment securities available for sale
18

 
197

 
71

 
(5,209
)
Equity income from non-consolidated real estate businesses (c)
1,808

 
(6,804
)
 
256

 
(7,285
)
Loss on extinguishment of debt

 

 

 
21,458

Acceleration of interest expense related to debt conversion
439

 

 
4,118

 

Stock-based compensation expense (d)
464

 
686

 
987

 
1,255

Litigation settlement and judgment expense (e)

 

 
1,500

 

Impact of MSA Settlement (f)
(1,419
)
 
(1,345
)
 
(1,419
)
 
(6,947
)
Reclassification of EBITDA as a result of the consolidation of Douglas Elliman (g)

 
13,554

 

 
14,477

Other, net
(3,575
)
 
(1,471
)
 
(5,701
)
 
(2,280
)
Pro-forma Adjusted EBITDA
$
64,815

 
$
59,772

 
$
116,652

 
$
101,354

Pro-forma Adjusted EBITDA attributed to non-controlling interest
(5,604
)
 
(3,986
)
 
(7,776
)
 
(4,257
)
Pro-forma Adjusted EBITDA attributed to Vector Group Ltd.
$
59,211

 
$
55,786

 
$
108,876

 
$
97,097

 
 
 
 
 
 
 
 
Pro-forma Adjusted EBITDA by Segment
 
 
 
 
 
 
 
Tobacco
$
53,273

 
$
49,323

 
$
100,188

 
$
93,271

Real Estate (h)
18,243

 
13,299

 
27,334

 
14,436

Corporate and Other
(6,701
)
 
(2,850
)
 
(10,870
)
 
(6,353
)
Total
$
64,815

 
$
59,772

 
$
116,652

 
$
101,354

 
 
 
 
 
 
 
 
Pro-forma Adjusted EBITDA Attributed to Vector Group by Segment
 
 
 
 
 
 
 
Tobacco
$
53,273

 
$
49,323

 
$
100,188

 
$
93,271

Real Estate (i)
12,639

 
9,313

 
19,558

 
10,179

Corporate and Other
(6,701
)
 
(2,850
)
 
(10,870
)
 
(6,353
)
Total
$
59,211

 
$
55,786

 
$
108,876

 
$
97,097

                                      

a.
Represents income or losses recognized from changes in the fair value of the derivatives embedded in the Company's convertible debt.
b.
Represents income or losses recognized on long-term investments that the Company accounts for under the equity method.
c.
Represents equity income recognized from the Company's investment in certain real estate businesses that are not consolidated in its financial results.
d.
Represents amortization of stock-based compensation.
e.
Represents accrual for a settlement of an Engle progeny judgment.
f.
Represents the Company's tobacco business's settlement of a long-standing dispute related to the Master Settlement Agreement.
g.
Represents Adjusted EBITDA of Douglas Elliman Realty, LLC in the respective 2013 periods. On December 13, 2013, the Company increased its ownership of Douglas Elliman Realty, LLC from 50% to 70.59%. Consequently, after December 13, 2013, the Company consolidates the operations and financial position of Douglas Elliman Realty, LLC in its financial statements .  The Company had previously accounted for its interest in Douglas Elliman Realty, LLC under the equity method, and operating income as well as depreciation and amortization expense from Douglas Elliman Realty, LLC were not included in the Company's Adjusted EBITDA.





h.
Includes $15,789, $13,465, $23,175 and $14,146 of Pro-forma Adjusted EBITDA for Douglas Elliman Realty, LLC for the three and six months ended June 30, 2014 and 2013, respectively. Amounts reported in this footnote reflect 100% of Douglas Elliman Realty, LLC's entire Pro-forma Adjusted EBITDA.
i.
Includes $11,145, $9,479, $16,359 and $9,889 of Pro-forma Adjusted EBITDA for Douglas Elliman Realty, LLC less non-controlling interest for the three and six months ended June 30, 2014 and 2013, respectively. Amounts reported in this footnote have adjusted Douglas Elliman Realty, LLC's Pro-forma Adjusted EBITDA for non-controlling interest.





TABLE 4
VECTOR GROUP LTD. AND SUBSIDIARIES
RECONCILIATION OF PRO-FORMA ADJUSTED NET INCOME
(Unaudited)
(Dollars in Thousands, Except Per Share Amounts)


 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2014
 
2013
 
2014
 
2013
 
 
 
 
Net income attributed to Vector Group Ltd.
$
7,925

 
$
13,511

 
$
10,505

 
$
11,830

 
 
 
 
 
 
 
 
Acceleration of interest expense related to debt conversion
439

 

 
4,118

 

Change in fair value of derivatives embedded within convertible debt
(1,970
)
 
(2,450
)
 
(320
)
 
(5,499
)
Non-cash amortization of debt discount on convertible debt
14,691

 
8,464

 
27,147

 
15,812

Loss on extinguishment of 11% Senior Secured Notes due 2015

 

 

 
21,458

Litigation settlement and judgment expense (a)

 

 
1,500

 

Impact of MSA Settlement (b)
(1,419
)
 
(1,345
)
 
(1,419
)
 
(6,947
)
Adjustment to reflect additional 20.59% of net income from Douglas Elliman Realty, LLC (c)

 
2,571

 

 
2,590

Out-of-period adjustment related to Douglas Elliman acquisition in 2013 (d)

 

 
(1,231
)
 

Douglas Elliman Realty, LLC purchase accounting adjustments (e)
1,223

 

 
3,579

 

Total adjustments
12,964

 
7,240

 
33,374

 
27,414

 
 
 
 
 
 
 
 
Tax expense related to adjustments
(5,360
)
 
(2,947
)
 
(13,800
)
 
(10,354
)
 
 
 
 
 
 
 
 
Pro-forma Adjusted Net Income attributed to Vector Group Ltd.
$
15,529

 
$
17,804

 
$
30,079

 
$
28,890

 
 
 
 
 
 
 
 
Per diluted common share:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Pro-forma Adjusted Net Income applicable to common shares attributed to Vector Group Ltd.
$
0.16

 
$
0.19

 
$
0.31

 
$
0.31


                                      

a. Represents accrual for a settlement of an Engle progeny judgment.
b.
Represents the Company's tobacco segment's settlement of a long-standing dispute related to the Master Settlement Agreement.
c.
Represents 20.59% of Douglas Elliman Realty LLC's net income in the respective 2013 periods. On December 13, 2013, the Company increased its ownership of Douglas Elliman Realty, LLC from 50% to 70.59%. Consequently, after December 13, 2013, the Company includes an additional 20.59% of Adjusted Net Income from Douglas Elliman Realty, LLC in the Company's Adjusted Net Income.
d.
Represents an out-of-period adjustment related to a non-accrual of a receivable from Douglas Elliman in the fourth quarter of 2013 and would have increased the Company’s gain on acquisition of Douglas Elliman in 2013.
e.
Amounts represent 70.59% of one-time purchase accounting adjustments to fair value for assets acquired in connection with the increase of the Company's ownership of Douglas Elliman Realty, LLC on December 13, 2013.
   






TABLE 5
VECTOR GROUP LTD. AND SUBSIDIARIES
RECONCILIATION OF PRO-FORMA ADJUSTED OPERATING INCOME
(Unaudited)
(Dollars in Thousands)


 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2014
 
2013
 
2014
 
2013
 
 
 
 
Operating income
$
60,308

 
$
44,240

 
$
103,030

 
$
87,336

 
 
 
 
 
 
 
 
   Litigation settlement and judgment expense (a)

 

 
1,500

 

Impact of MSA Settlement (b)
(1,419
)
 
(1,345
)
 
(1,419
)
 
(6,947
)
Reclassification of operating income as a result of the consolidation of Douglas Elliman Realty, LLC (c)

 
12,514

 

 
12,408

Douglas Elliman purchase accounting adjustments (d)
1,733

 

 
5,070

 

Total adjustments
314

 
11,169

 
5,151

 
5,461

 
 
 
 
 
 
 
 
Pro-forma Adjusted Operating Income (e)
$
60,622

 
$
55,409

 
$
108,181

 
$
92,797


                                      

a.
Represents accrual for a settlement of an Engle progeny judgment.
b.
Represents the Company's tobacco segment's settlement of a long-standing dispute related to the Master Settlement Agreement.
c.
Represents Adjusted Operating Income of Douglas Elliman Realty, LLC in the respective 2013 periods. On December 13, 2013, the Company increased its ownership of Douglas Elliman Realty, LLC from 50% to 70.59%. Consequently, after December 13, 2013, the Company consolidates the operations and financial position of Douglas Elliman Realty in its financial statements.  The Company had previously accounted for its interest in Douglas Elliman under the equity method and operating income from Douglas Elliman Realty, LLC was not included in the Company's operating income.
d.
Amounts represent one-time purchase accounting adjustments to fair value for assets acquired in connection with the increase of the Company's ownership of Douglas Elliman Realty, LLC on December 13, 2013.
e.
Does not include a reduction for 29.41% non-controlling interest in Douglas Elliman Realty, LLC.









TABLE 6
VECTOR GROUP LTD. AND SUBSIDIARIES
RECONCILIATION OF TOBACCO ADJUSTED OPERATING INCOME
(Unaudited)
(Dollars in Thousands)


 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2014
 
2013
 
2014
 
2013
 
 
 
 
Operating income from tobacco business
$
51,506

 
$
48,294

 
$
94,402

 
$
95,454

 
 
 
 
 
 
 
 
   Litigation settlement and judgment expense (a)

 

 
1,500

 

Impact of MSA Settlement (b)
(1,419
)
 
(1,345
)
 
(1,419
)
 
(6,947
)
Total adjustments
(1,419
)
 
(1,345
)
 
81

 
(6,947
)
 
 
 
 
 
 
 
 
Tobacco Adjusted Operating Income
$
50,087

 
$
46,949

 
$
94,483

 
$
88,507


                                      

a.
Represents accrual for a settlement of an Engle progeny judgment.
b.
Represents the Company's tobacco segment's settlement of a long-standing dispute related to the Master Settlement Agreement.