Attached files
| file | filename |
|---|---|
| 8-K - 8-K - VECTOR GROUP LTD | march2018factsheet.htm |
| EX-99.3 - EXHIBIT 99.3 - VECTOR GROUP LTD | newvalleyfactsheetmarch2.htm |
| EX-99.2 - EXHIBIT 99.2 - VECTOR GROUP LTD | vectorfactsheetmarch2018.htm |
March 2018
INVESTOR PRESENTATION
DISCLAIMER
This document and any related oral presentation does not constitute an offer or invitation to subscribe for, purchase or otherwise acquire any equity
securities or debt securities instruments of Vector Group Ltd. (“Vector,” “Vector Group Ltd.” or “the Company”) and nothing contained herein or its
presentation shall form the basis of any contract or commitment whatsoever.
The distribution of this document and any related oral presentation in certain jurisdictions may be restricted by law and persons into whose possession this
document or any related oral presentation comes should inform themselves about, and observe, any such restriction. Any failure to comply with these
restrictions may constitute a violation of the laws of any such other jurisdiction.
The information contained herein does not constitute investment, legal, accounting, regulatory, taxation or other advice and the information does not take
into account your investment objectives or legal, accounting, regulatory, taxation or financial situation or particular needs. You are solely responsible for
forming your own opinions and conclusions on such matters and the market and for making your own independent assessment of the information.
You are solely responsible for seeking independent professional advice in relation to the information and any action taken on the basis of the
information.
The following presentation may contain "forward-looking statements,” including any statements that may be contained in the presentation that
reflect Vector’s expectations or beliefs with respect to future events and financial performance, such as the expectation that the tobacco
transition payment program could yield substantial incremental free cash flow. These forward- looking statements are subject to certain risks and
uncertainties that could cause actual results to differ materially from those contained in any forward-looking statement made by or on behalf of the
Company, including the risk that changes in Vector’s capital expenditures impact its expected free cash flow and the other risk factors described in Vector’s
annual report on Form 10-K for the year ended December 31, 2017, as filed with the SEC. Please also refer to Vector's Current Reports on Forms 8-K, filed
on October 2, 2015, November 15, 2016, November 24, 2017 and March 1, 2018 (Commission File Number 1-5759) as filed with the SEC for information,
including cautionary and explanatory language, relating to Non-GAAP Financial Measures in this Presentation labeled "Adjusted".
Results actually achieved may differ materially from expected results included in these forward-looking statements as a result of these or other factors. Due
to such uncertainties and risks, potential investors are cautioned not to place undue reliance on such forward-looking statements, which speak only as of
the date on which such statements are made. The Company disclaims any obligation to, and does not undertake to, update or revise and forward-
looking statements in this presentation.
2
INVESTMENT HIGHLIGHTS & PORTFOLIO
Diversified Holding Company with two unrelated, but complementary, businesses with iconic brand names: tobacco (Liggett
Group) and real estate (Douglas Elliman)
History of strong earnings, and Adjusted EBITDA has increased from $178.3 million in 2011 (1) to $257.4 million for the year
ended December 31, 2017 (2)
Tobacco Adjusted EBITDA of $253.7 million for the year ended December 31, 2017 (3)
Douglas Elliman, which is a 70.59%-owned subsidiary, produced Revenues of $722.3 million and Adjusted EBITDA of
$26.1 million for the year ended December 31, 2017 (4)
Diversified New Valley portfolio of consolidated and non-consolidated real estate investments
Maintains substantial liquidity with cash, marketable securities and long-term investments of $603 million as of December
31, 2017 (5) and has no significant debt maturities until February 2019
Uninterrupted quarterly cash dividends since 1995 and an annual 5% stock dividend since 1999
Seasoned management team with average tenure of 24 years with Vector Group
Management team and directors beneficially own approximately 13% of Vector Group
Perpetual cost advantage over the largest U.S. tobacco companies – annual cost advantage ranged between $163 million
and $169 million from 2012 to 2017(6)
3
Overview
(1) Vector’s Net income for the year ended December 31, 2011 was $74.5M. Adjusted EBITDA is a Non-GAAP Financial Measure. Please refer to Exhibit 99.2 of the Company’s Current Report on Form 8-K, dated November 15, 2016 (Table 2) for a reconciliation
of Net income to Adjusted EBITDA as well as the Disclaimer to this document on Page 2.
(2) Vector’s Net income for the year ended December 31, 2017 was $84.6 million. Adjusted EBITDA is a Non-GAAP Financial Measure. Please refer to Exhibit 99.1 of the Company’s Current Report on Form 8-K, filed on March 1,2018, for a reconciliation of Net
income to Adjusted EBITDA as well as the Disclaimer to this document on Page 2.
(3) All “Liggett” and “Tobacco” financial information in this presentation includes the operations of Liggett Group LLC, Vector Tobacco Inc., and Liggett Vector Brands LLC unless otherwise noted. Tobacco Adjusted EBITDA is a Non-GAAP Financial Measure and is
defined in Table 3 of Exhibit 99.1 to the Company’s Current Report on Form 8-K, dated March 1, 2018.
(4) Douglas Elliman’s Net income was $21.4 million for the year ended December 31, 2017. Adjusted EBITDA is a Non-GAAP Financial Measure. Please refer to Exhibit 99.1 of the Company’s Current Report on Form 8-K, dated March 1, 2018, for a
reconciliation of Adjusted EBITDA to net income (Table 7) as well as the Disclaimer to this document.
(5) At December 31, 2017 this amount includes cash at Douglas Elliman, a 70.59%-owned subsidiary, of $89 million and cash at Liggett, a wholly-owned subsidiary of $17 million. Excludes real estate investments.
(6) Cost advantage applies only to cigarettes sold below applicable market share exemption.
TOBACCO OPERATIONS
4
LIGGETT GROUP OVERVIEW
Fourth-largest U.S. tobacco company; founded in 1873
— Core Discount Brands – Pyramid, Grand Prix, Liggett Select, Eve and Eagle 20’s
— Partner Brands – USA, Bronson and Tourney
Consistent and strong cash flow
—Tobacco Adjusted EBITDA of $253.7 million for the year ended December 31, 2017 (1)
—Low capital requirements with capital expenditures of $3.7 million related to tobacco operations for the year ended
December 31, 2017
Current cost advantage of approximately $0.70 per pack compared to the largest U.S. tobacco companies
expected to maintain volume and drive profit in core brands
— Pursuant to the MSA, Liggett has no payment obligations unless its market share exceeds a market share exemption of approximately
1.65% of total cigarettes sold in the United States, and Vector Tobacco has no payment obligations unless its market share exceeds a
market share exemption of approximately 0.28% of total cigarettes sold in the United States
— MSA exemption annual cost advantage ranged between $163 million and $169 million for Liggett and Vector Tobacco from 2012 to
2017.
5
(1) Tobacco Adjusted EBITDA is a Non-GAAP Financial Measure and is defined in the Company’s Current Report on Forms 8-K, dated March 1, 2018. Please also refer to the Disclaimer to this document on Page 2.
2005
Relaunched
deep discount
brand Grand
Prix
LIGGETT GROUP HISTORY
6
Source: MSA CRA wholesale shipment database.
Note: The Liggett and Vector Tobacco businesses have been combined into a single segment for all periods since 2007.
(1) Tobacco Adjusted EBITDA is a Non-GAAP Financial Measure and is defined in Table 2 of Exhibit 99.1 of the Company’s Current Reports on Form 8-K, dated March 1, 2018 as well as Table 2 to Exhibit 99.2 of the Company’s Current Report son Form 8-K,
dated October 2, 2015 and November 15, 2016.
1998 1999 2009 2013 Today
Signed the MSA as a Subsequent
Participating Manufacturer, which
established perpetual cost
advantage over three largest U.S.
tobacco companies
Introduced deep discount brand Liggett Select taking advantage
of the Company’s cost advantage resulting from the MSA
Repositioned Pyramid as a deep-discount brand in response
to a large Federal Excise Tax increase
$46
$79 $77
$121 $111
$127 $130
$144 $146
$158 $170 $165 $158
$174 $186
$199 $211
$245
$269
$254
1.3% 1.2%
1.5%
2.2%
2.4% 2.5% 2.3% 2.2%
2.4% 2.5% 2.5%
2.7%
3.5%
3.8%
3.5%
3.3% 3.4% 3.3% 3.3%
3.7%
0.0%
1.0%
2.0%
3.0%
4.0%
5.0%
$0
$50
$100
$150
$200
$250
$300
1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
To
b
ac
co
A
d
ju
st
e
d
E
B
IT
D
A
(1
)
($
M
ill
io
n
s)
D
o
m
e
st
ic M
arke
t
Sh
are
Liggett maintains its long-term
focus by balancing market share
and profit growth, which
maximizes long-term Tobacco
Adjusted EBITDA.
Repositioned
Eagle 20’s as a
national deep
discount brand
7
ADJUSTED U.S. TOBACCO INDUSTRY MARKET SHARE
46.7%
48.8% 47.4% 46.8%
21.2% 19.6% 19.9% 19.3%
2.9% 3.7% 2.7% 2.0%
2.4% 2.4%
3.4% 3.7%
7.7% 8.8%
12.4% 13.6%
9.3% 8.8%
6.7% 6.4%
0.0%
10.0%
20.0%
30.0%
40.0%
50.0%
2003 2006 2014 2017 2003 2006 2014 2017 2003 2006 2014 2017 2003 2006 2014 2017
28.9% 28.4%
32.4% 32.9%
Philip Morris USA Reynolds American
2.89%
3.65%
2.71% 2.07%
2.44% 2.36%
3.36%
3.69%
9.26%
8.81%
6.74%
6.37%
0.00%
5.00%
10.00%
15.00%
2003 2006 2014 2017 2003 2006 2014 2017
12.15%
12.47%
9.45%
8.44%
ITG Brands Liggett Group
12.2% 12.5%
9.5%
8.4%
Newport – acquired by RAI in 2015
Brands acquired by ITG in 2015
Legacy brands
Source: The Maxwell Report’s sales estimates for the cigarette Industry for the years ended 2003 (February 2004), 2006 (February 2007), 2014 (March 2015) and 2017 (March 2018).
(1) All 2017 percentages are from internal company estimates. Actual Market Share in 2003, 2006 and 2014 reported in the Maxwell Report for Reynolds American was 29.6%, 27.6% and 23.1%, respectively, and, for ITG Brands, was 2.9%, 3.7%. and 2.7%, respectively.
Adjusted market share has been computed by Vector Group Ltd. by applying historical market share of each brand to the present owner of brand. Thus, the graph assumes each company owned its current brands on January 1, 2003. The legacy brands market share of
Reynolds American in 2003 includes the market share of Brown & Williamson, which was acquired by Reynolds American in 2004. In 2015, Reynolds American acquired Lorillard Tobacco Company, which manufactured the Newport brand, and sold a portfolio of brands,
including the Winston, Salem, Kool and Maverick brands to ITG Brands.
(2) Does not include smaller manufacturers, whose cumulative market shares were 9.8%, 7.9%, 8.8% and 8.2% in 2003, 2006, 2014 and 2017, respectively.
TOBACCO LITIGATION AND REGULATORY UPDATES
In 2013, Liggett reached a settlement with approximately 4,900 Engle progeny plaintiffs, which represented a substantial
portion of Liggett’s pending litigation
— Liggett agreed to pay $60 million in a lump sum in 2014 and the balance in installments of $3.4 million in each of the
following 14 years (2015 – 2028)
In 2016 and 2017, Liggett settled an additional 163 Engle progeny cases for $26.7 million.
— Approximately 80 Engle progeny plaintiffs remain at December 31, 2017.
Liggett is also a defendant in 26 non-Engle smoking-related individual cases and three (3) smoking-related actions where
either a class had been certified or plaintiffs were seeking class certification
In January 2016, the Mississippi Attorney General filed a motion to enforce Mississippi’s 1996 settlement agreement with
Liggett and alleged that Liggett owes Mississippi at least $27 million in damages plus punitive damages and legal fees.
8
Litigation
Regulatory
Since 1998, the MSA has restricted the advertising and marketing of tobacco products
In 2009, Family Smoking Prevention and Tobacco Control Act granted the FDA power to regulate the manufacture, sale,
marketing and packaging of tobacco products
— FDA is prohibited from issuing regulations that ban cigarettes.
— In 2018, FDA issued a Notice of Proposed Rulemaking to consider reducing nicotine in tobacco
Federal Excise Tax is $1.01/pack (since April 1, 2009) and additional state and municipal excise taxes exist
REAL ESTATE OPERATIONS
9
REAL ESTATE OVERVIEW
New Valley, which owns 70.59% of Douglas Elliman Realty, LLC, is a diversified real estate company that is
seeking to acquire or invest in additional real estate properties or projects
New Valley has invested approximately $195 million1, as of December 31, 2017, in a broad portfolio of real
estate projects
10
New Valley Adjusted EBITDA(2)
$40.2M
$26.9M $27.9M
2014 2015 2016 2017
New Valley Revenues – December 31, 2017
$10M
$32M
$685M
$727M
Real Estate Brokerage Commissions
Property Management
Other
(1) Net of cash returned.
(2) New Valley’s net income was $21.4M, $11.7M, $13.5M and $37.6M for the periods presented. Adjusted EBITDA is a non-GAAP financial measure. For a reconciliation of Net income to Adjusted EBITDA, please see Vector Group Ltd.’s
Current Reports on Forms 8-K, filed on March 8, 2016, March 1, 2017 and March 1, 2018, Form 10-K for the fiscal year ended December 31, 2017 (Commission File Number 1-5759) as well as the Disclaimer to this document on Page 2. New
Valley’s Adjusted EBITDA do not include an allocation of Vector Group Ltd.’s Corporate and Other Expenses (for purposes of computing Adjusted EBITDA) of $11.4M, $13.2M, $15.3M and $15.7M for the periods presented, respectively.
$20.3M
Douglas Elliman Adjusted EBITDA(1)
DOUGLAS ELLIMAN REALTY, LLC
11
Largest residential real estate brokerage firm in the highly
competitive New York metropolitan area and third-largest
residential brokerage firm in the U.S.
Approximately 7,000 affiliated agents and 100 offices in
the U.S.
Alliance with Knight Frank provides a network with 520
offices across 60 countries with 21,550 affiliated agents
Also offers title and settlement services, relocation
services, and residential property management services
through various subsidiaries
(1) Douglas Elliman’s net income was $38.4M, $22.2M, $21.1M and $21.4M for the periods presented. Adjusted EBITDA is a non-GAAP financial measure. For a reconciliation of Adjusted EBITDA to net income, please see Vector Group
Ltd.’s Current Reports on Forms 8-K, filed on March 8, 2016, March 1, 2017 and March 1, 2018, Form 10-K for the fiscal year ended December 31, 2017 (Commission File Number 1-5759) as well as the Disclaimer to this document on
Page 2.
Douglas Elliman Closed Sales – December 31, 2017
$50.7M
$35.7M
2014 2015 2016 2017
$26.1M
Douglas Elliman
Closed Sales
$12.4B
$14.9B
$18.2B
$22.4B
2012 2013 2014 2015 2016 2017
$24.5B $26.1B
Douglas Elliman
Revenues – LTM December 31, 2017
$5M
$32M
$685M
$722M
Real Estate Brokerage Commissions
Property Management
Other
Long Island,
Westchester,
Connecticut
$7.6B
New York City
$12.7B
South
Florida
$3.6B
Aspen
Los
Angeles
$36.7M
NEW VALLEY’S REAL ESTATE INVESTMENTS AT DECEMBER 31, 2017
12
87 Park
(Miami Beach)
Monad Terrace
(Miami Beach)
Sagaponack
(East Hampton)
Maryland Portfolio
(Baltimore County)
The Plaza at Harmon
Meadow (New Jersey)
West Hollywood Edition
(West Hollywood)
New York City
Investments
(see Page 13)
Escena
(Palm Springs)
Commercial Retail/
Office Assets
Apartments/
Condominiums/Hotels
Land Development/Real
Estate Held for Sale, net
Coral Beach
and Tennis Club
Bermuda
International Investments
Mosaic II
(ST Portfolio)
(Houston)
(1) For the percentage of each real estate project owned, please refer to the “Summary of Real Estate Investments” section of Item 7 -Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Vector Group Ltd.’s Form 10-K
for the annual period ended December 31, 2017 (Commission File Number 1-5759).
Takanasee
(New Jersey)
(1)
500
Broadway
(Santa
Monica)
Fontainebleau
(Las Vegas)
Wynn Las Vegas
Retail (Nevada)
NEW VALLEY’S REAL ESTATE INVESTMENTS IN NEW YORK CITY
1. The Marquand Upper East Side
2. 10 Madison Square West Flatiron District/NoMad
3. 11 Beach Street TriBeCa
4. 20 Times Square Times Square
5. 111 Murray Street TriBeCa
6. 160 Leroy Street Greenwich Village
7. 215 Chrystie Street Lower East Side
8. The Dutch Long Island City
9. 1 QPS Tower Long Island City
10. Park Lane Hotel Central Park South
11. 125 Greenwich Street Financial District
12. The Eleventh West Chelsea
13. New Brookland Flatbush
14. The Dime (Havemeyer Street) Brooklyn
13
1
10
4
2
12
9
8
6
5 3
11
7
(1) For the percentage of each real estate project owned, please refer to the “Summary of Real Estate Investments” section of Item 7 -Management’s Discussion and Analysis of Financial Condition and Results of Operations -of Vector Group Ltd.’s Form 10-K for
the annual period ended December 31, 2017 (Commission File Number 1-5759).
(1)
13
14
NEW VALLEY’S REAL ESTATE SUMMARY AS OF DECEMBER 31, 2017
14
Net cash
invested
Cumulative earnings /
(loss)(2)
Carrying
value(2)(3)
Projected construction
end date
Range of ownership
Number of
investments
Land owned
New York City SMSA $ 13,467 $ - $ 13,467 N/A 100.0% 1
All other U.S. areas 2,912 7,573 10,485 N/A 100.0% 1
$ 16,379 $ 7,573 $ 23,952 2
Condominium and Mixed Use Development (Minority interest owned)
New York City SMSA(3) $ 21,889 $ 74,496 $ 96,385 2018 - 2020 3.1% - 49.5% 13
All other U.S. areas 27,432 3,040 30,472 2018 - 2020 15.0% - 48.5% 4
$ 49,321 $ 77,536 $ 126,857 17
Apartments (Minority interest owned)
New York City SMSA $ 14,711 $ (3,801) $ 10,910 N/A 45.4% 1
All other U.S. areas (473) 730 257 N/A 7.6% - 16.3% 2
$ 14,238 $ (3,071) $ 11,167 3
Hotels (Minority interest owned)
New York City SMSA $ 31,365 $ (11,253) $ 20,112 N/A 5.2% 1
All other U.S. areas 7,675 (75) 7,600 N/A 15.0% 1
International 6,048 (3,248) 2,800 N/A 49.0% 1
$ 45,088 $ (14,576) $ 30,512 3
Commercial (Minority interest owned)
New York City SMSA $ 4,826 $ (2,389) $ 2,437 N/A 49.0% 1
All other U.S. areas 15,238 404 15,642 N/A 1.9% 1
$ 20,064 $ (1,985) $ 18,079 2
Total $ 145,090 $ 65,477 $ 210,567 27
SUMMARY
New York City SMSA(3) $ 86,258 $ 57,053 $ 143,311 17
All other U.S. areas 52,784 11,672 64,456 9
International 6,048 (3,248) 2,800 1
$ 145,090 $ 65,477 $ 210,567 27
(1) For the percentage of each real estate project owned, please refer to the “Summary of Real Estate Investments” section of Item 7 -Management’s Discussion and Analysis of Financial Condition and Results of Operations of Vector Group Ltd.’s Form 10-K for
the period ended December 31, 2017 (Commission File Number 1-5759).
(2) Includes interest expense capitalized to real estate ventures of $27,427.
(3) Carrying value includes non-controlling interest of $3,773.
(Dollars in thousands)
(1)
FINANCIAL DATA
$40 $27 $28 $20
$211 $245
$269
$254
2014 2015 2016 2017
ADJUSTED HISTORICAL FINANCIAL DATA
$563
$643 $727
$1,021 $1,017
$1,081
2014 2015 2016 2017
16
$9
$1,593
$1,807
$1,660
Tobacco Real Estate E-Cigarettes Corporate & Other
Adjusted Revenues(1) Adjusted EBITDA(1)
$227
$246
$257
$280
(1) Vector’s revenues for the periods presented were $1,591, $1,657, $1,691 and $1,807, respectively. Vector’s Net income for the periods presented was $36.9, $59.2, $71.1 and $84.6, respectively Adjusted Revenues and Adjusted
EBITDA are Non-GAAP Financial Measures. Please refer to the Company’s Current Report on Forms 8-K, filed on March 8, 2016, March 1, 2017 and March 1, 2018 (Exhibit 99.1) for a reconciliation of Non-GAAP financial measures to
GAAP as well as the Disclaimer to this document on Page 2.
($11) ($13) ($16)
$(1)
$(16)
(Dollars in millions)
($13)
Tobacco Real Estate E-Cigarettes Corporate & Other
$1,691
$1,011
$680
($13) $(1)
Vector
Group Ltd.
100.0 112.1 143.4 112.5 135.4 192.7 227.0 219.3 279.5 411.4 513.2 557.6 620.5 555.6
S&P 500 100.0 115.8 122.2 77.0 97.4 112.0 114.4 132.7 175.6 199.7 202.4 226.6 276.1 281.1
S&P MidCap 100.0 110.3 119.1 76.0 104.3 132.1 129.8 152.9 204.1 224.0 219.1 264.5 307.5 302.3
NYSE ARCA
Tobacco
100.0 140.2 154.2 123.0 173.7 207.4 243.9 289.5 319.0 317.0 384.1 484.4 529.7 527.5
Dow Jones
Real Estate
Total Return
100.0 135.5 110.9 66.5 86.9 110.4 117.1 139.2 141.6 180.2 184.1 198.0 217.5 197.2
HISTORICAL STOCK PERFORMANCE
17 Note: The graph above compares the total annual return of Vector’s Common Stock, the S&P 500 Index, the S&P MidCap 400 Index, the NYSE ARCA Tobacco Index and the Dow Jones Real Estate Total Return for the period from December31,2005 through
February 28, 2018. The graph assumes that all dividends and distributions were reinvested. Source: Bloomberg LP
Value of $100 Invested – December 31, 2005
C
u
m
u
la
ti
ve
R
e
tu
rn
Vector Group Ltd. S&P 500 S&P MidCap NYSE ARCA Tobacco Dow Jones Real Estate Total Return
500%
400%
300%
200%
100%
0%
455.6%
427.5%
202.3%
181.1%
97.2%
Feb-18 Dec-15 Dec-14 Dec-13 Dec-12 Dec-11 Dec-10 Dec-09 Dec-08 Dec-07 Dec-06 Dec-05 Dec -16 Dec-17