UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 8, 2021
(Exact Name of Registrant as Specified in Its Charter)
| (State or Other Jurisdiction of Incorporation) | ||
| (Commission File Number) | (I.R.S. Employer Identification No.) | |||||||||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||||||||
(305 ) 579-8000
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||||||
Securities Registered Pursuant to 12(b) of the Act:
| Title of each class: | Trading | Name of each exchange | ||||||
| Symbol(s) | on which registered: | |||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 2.02. Results of Operations and Financial Condition
On November 8, 2021, Vector Group Ltd. (NYSE:VGR) (the “Company”) announced its financial results for the three and nine months ended September 30, 2021. The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information in Item 2.02 of this Current Report on Form 8-K and the related Exhibit attached hereto are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 7.01 Regulation FD Disclosure
On November 8, 2021, the Company issued a press release relating to the spin-off of its Douglas Elliman business into a standalone, publicly-traded company, a copy of which is attached hereto as Exhibit 99.2. A copy of the Company’s investor presentation regarding the same is also attached hereto as Exhibit 99.3.
The information in Item 7.01 of this Current Report on Form 8-K and the related Exhibits attached hereto are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibit
(d) Exhibits.
| Exhibit No. | Exhibit | |||||||
| Press Release issued on November 8, 2021, regarding earnings for the third quarter ended September 30, 2021. | ||||||||
| Press Release issued on November 8, 2021, relating to the Company’s planned spin-off. | ||||||||
| Investor Presentation, dated November 2021, relating to the Company’s planned spin-off. | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| VECTOR GROUP LTD. | ||||||||
| By: | /s/ J. Bryant Kirkland III | |||||||
| J. Bryant Kirkland III | ||||||||
| Senior Vice President, Treasurer and Chief Financial Officer | ||||||||
Date: November 8, 2021
FOR IMMEDIATE RELEASE
| Contact: | Emily Claffey/Benjamin Spicehandler | |||||||
| Sard Verbinnen & Co | ||||||||
| 212-687-8080 | ||||||||
| Eve Young | ||||||||
| Sard Verbinnen & Co - Europe | ||||||||
| +44 (0)20 3178 8914 | ||||||||
| J. Bryant Kirkland III, Vector Group Ltd. | ||||||||
| 305-579-8000 | ||||||||
VECTOR GROUP REPORTS THIRD QUARTER 2021 FINANCIAL RESULTS
Record High Quarterly Revenues and Robust Operating Income
Continued Strong Earnings Momentum in Tobacco and Real Estate Segments
Company Separately Announces Plan to Spin-Off Douglas Elliman
Third Quarter 2021 Highlights:
•Consolidated revenues of $652.6 million, up 19% or $104.8 million compared to the prior year period
•Real Estate segment revenues of $354.7 million, up 55% or $125.7 million compared to the prior year period
•Douglas Elliman’s closed sales volume of $12.6 billion, up 62% or $4.8 billion compared to the prior year period
•Reported net income attributed to Vector Group of $48.9 million or $0.32 per diluted share, up $10.8 million compared to the prior year period; Adjusted Net Income of $52.6 million or $0.34 per diluted share, up $14.3 million compared to the prior year period
•Reported operating income of $107.5 million, up $11.6 million compared to the prior year period
•Tobacco segment operating income of $91.8 million, up $0.5 million compared to the prior year period
•Real Estate segment operating income of $24.7 million, up $13.9 million compared to the prior year period
•Adjusted EBITDA of $116.5 million, up 13% or $13.2 million compared to the prior year period
•Tobacco segment Adjusted EBITDA of $93.4 million, down $0.2 million compared to the prior year period
•Real Estate segment Adjusted EBITDA of $27.1 million, up $13.8 million compared to the prior year period
Year-to-date 2021 Highlights:
•Consolidated revenues of $1.93 billion, up 33% or $477.9 million compared to the prior year period
•Real Estate segment revenues of $1.0 billion, up 94% or $500.4 million compared to the prior year period
•Douglas Elliman’s closed sales volume of $37.2 billion, up 100% or $18.6 billion compared to the prior year period
•Reported net income attributed to Vector Group of $174.2 million or $1.13 per diluted share, up $113.5 million compared to the prior year period; Adjusted Net Income of $194.3 million or $1.26 per diluted share, up $87.4 million compared to the prior year period
•Reported operating income of $334.8 million, up $177.0 million compared to the prior year period
•Tobacco segment operating income of $276.6 million, up 15% or $36.7 million compared to the prior year period
•Real Estate segment operating income of $82.3 million, up $145.8 million compared to the prior year period
•Adjusted EBITDA of $355.1 million, up 48% or $115.0 million compared to the prior year period
•Tobacco segment Adjusted EBITDA of $278.9 million, up 13% or $32.7 million compared to the prior year period
•Real Estate segment Adjusted EBITDA of $89.2 million, up $84.5 million compared to the prior year period
•Strong liquidity with cash and cash equivalents of $524 million and investment securities and long-term investments of $214 million at September 30, 2021
•Cash dividends of $95 million returned to stockholders at a rate of $0.60 per common share
Last Twelve Months ended September 30, 2021 Highlights:
•Consolidated revenues of $2.5 billion
•Tobacco segment revenues of $1.2 billion
•Real Estate segment revenues of $1.3 billion
•Douglas Elliman’s closed sales volume of $47.7 billion
•Net income of $206.4 million
•Real Estate segment net income of $61.9 million
•Operating income of $422.1 million
•Tobacco segment operating income of $356.3 million
•Adjusted EBITDA of $448.4 million
•Tobacco segment Adjusted EBITDA of $360.8 million
•Real Estate segment Adjusted EBITDA of $106.2 million
MIAMI, FL, November 8, 2021 - Vector Group Ltd. (NYSE:VGR) today announced third quarter 2021 financial results.
“Vector had another outstanding quarter, achieving all-time high quarterly revenues and significantly increased operating income,” said Howard M. Lorber, President and Chief Executive Officer of Vector Group.
“We are excited by the continued strong performance of our tobacco business which validates our market strategy and reflects the competitive advantages we have in the deep discount segment. Our Douglas Elliman subsidiary also delivered record revenues up 70% during the quarter compared to the year ago period, and closed sales volume was up 62% over the same time frame. Combined with expense reductions, Douglas Elliman achieved record quarterly Adjusted EBITDA during the third quarter.”
In a separate press release issued today, Vector Group announced that Douglas Elliman plans to file a Form 10 registration statement with the Securities and Exchange Commission in connection with its intended spin-off into a standalone, publicly traded company.
GAAP Financial Results
Three months ended September 30, 2021 and 2020. Third quarter 2021 revenues were $652.6 million, compared to revenues of $547.8 million in the third quarter of 2020. The Company recorded operating income of $107.5 million in the third quarter of 2021, compared to operating income of $95.9 million in the third quarter of 2020. Net income attributed to Vector Group Ltd. for the third quarter of 2021 was $48.9 million, or $0.32 per diluted common share, compared to net income of $38.1 million, or $0.25 per diluted common share, in the third quarter of 2020. Operating income and net income for the third quarter of 2020 included pre-tax restructuring charges of $0.3 million in the Company’s Real Estate segment.
Nine months ended September 30, 2021 and 2020. For the nine months ended September 30, 2021, revenues were $1.93 billion, compared to revenues of $1.45 billion for the nine months ended September 30, 2020. The Company recorded operating income of $334.8 million for the nine months ended September 30, 2021, compared to operating income of $157.8 million for the nine months ended September 30, 2020. Net income attributed to Vector Group Ltd. for the nine months ended September 30, 2021 was $174.2 million, or $1.13 per diluted common share, compared to net income of $60.7 million, or $0.39 per diluted common share, for the nine months ended September 30, 2020. Operating income and net income for the nine months ended September 30, 2020 included pre-tax and non-cash impairment charges of $58.3 million and pre-tax restructuring charges of $3.3 million in the Company’s Real Estate segment.
Non-GAAP Financial Measures
Non-GAAP financial measures include adjustments for change in fair value of derivatives embedded within convertible debt, loss on extinguishment of debt, litigation settlements and judgment expense, impact of Master Settlement Agreement settlements, restructuring charges, net gains on sales of assets (for purposes of Adjusted EBITDA and Adjusted Operating Income only), and impairments of goodwill and other intangible assets. For purposes of Adjusted EBITDA only, adjustments include equity in earnings from investments, equity in (earnings) losses from real estate ventures, stock-based compensation expense, and other, net. For purposes of Adjusted Net Income only, adjustments include non-cash amortization of debt discount on convertible debt, net interest expense capitalized to real estate ventures, and the derivative associated with the 2018 acquisition of 29.41% of Douglas Elliman. Reconciliations of non-GAAP financial measures to the comparable GAAP financial results for the last twelve months ended September 30, 2021 and the three and nine months ended September 30, 2021 and 2020 are included in Tables 2 through 8.
Three months ended September 30, 2021 compared to the three months ended September 30, 2020
Adjusted EBITDA attributed to Vector (as described in Table 2 attached hereto) were $116.5 million for the third quarter of 2021, compared to $103.3 million for the third quarter of 2020.
Adjusted Net Income (as described in Table 3 attached hereto) was $52.6 million, or $0.34 per diluted share, for the third quarter of 2021, and $38.3 million or $0.25 per diluted share, for the third quarter of 2020.
Adjusted Operating Income (as described in Table 4 attached hereto) was $110.1 million for the third quarter of 2021, compared to $96.5 million for the third quarter of 2020.
Nine months ended September 30, 2021 compared to the nine months ended September 30, 2020
Adjusted EBITDA attributed to Vector (as described in Table 2 attached hereto) were $355.1 million for the nine months ended September 30, 2021, compared to $240.0 million for the nine months ended September 30, 2020.
Adjusted Net Income (as described in Table 3 attached hereto) was $194.3 million, or $1.26 per diluted share, for the nine months ended September 30, 2021, compared to $106.9 million, or $0.70 per diluted share, for the nine months ended September 30, 2020.
Adjusted Operating Income (as described in Table 4 attached hereto) was $334.6 million for the nine months ended September 30, 2021, compared to $219.7 million for the nine months ended September 30, 2020.
Last twelve months ended September 30, 2021
For the last twelve months ended September 30, 2021, revenues were $2.5 billion. The Company recorded operating income of $422.1 million for the last twelve months ended September 30, 2021. Net income attributed to Vector Group Ltd. for the last twelve months ended September 30, 2021 was $206.4 million.
For the last twelve months ended September 30, 2021, Adjusted EBITDA attributed to Vector (as described in Table 2 attached hereto) were $448.4 million. Adjusted Operating Income (as described in Table 4 attached hereto) was $421.2 million for the last twelve months ended September 30, 2021.
Consolidated Balance Sheet
Vector maintained significant liquidity at September 30, 2021 with cash and cash equivalents of $524 million, including $133 million of cash at Liggett and $159 million of cash at Douglas Elliman. Vector also held investment securities of $155 million and long-term investments of $58 million.
Vector continued its longstanding history of paying a quarterly cash dividend in the third quarter of 2021. For the nine months ended September 30, 2021, Vector returned a total of $95 million to stockholders at a quarterly rate of $0.20 per common share.
Tobacco Segment Financial Results
For the third quarter of 2021, the Tobacco segment had revenues of $297.9 million, compared to $318.9 million for the third quarter of 2020. For the nine months ended September 30, 2021, the Tobacco segment had revenues of $895.9 million, compared to $918.4 million for the nine months ended September 30, 2020. For the last twelve months ended September 30, 2021, the Tobacco segment had revenues of $1.2 billion.
Operating Income from the Tobacco segment was $91.8 million and $276.6 million for the three and nine months ended September 30, 2021, respectively, compared to $91.3 million and $239.8 million for the three and nine months ended September 30, 2020, respectively. Operating Income from the Tobacco segment was $356.3 million for the last twelve months ended September 30, 2021.
Non-GAAP Financial Measures
Tobacco Adjusted Operating Income (as described in Table 5 attached hereto) for the third quarter of 2021 and 2020 was $91.8 million and $91.6 million, respectively. Tobacco Adjusted Operating Income for the nine months ended September 30, 2021 was $273.9 million, compared to $240.2 million for the nine months ended September 30, 2020. Tobacco Adjusted Operating Income for the last twelve months ended September 30, 2021 was $353.9 million.
For the third quarter of 2021, the Tobacco segment had conventional cigarette (wholesale) shipments of approximately 2.11 billion units, compared to 2.39 billion units for the third quarter of 2020. For the nine months ended September 30, 2021, the Tobacco segment had conventional cigarette (wholesale) shipments of approximately 6.41 billion units, compared to 7.04 billion units for the nine months ended September 30, 2020.
According to data from Management Science Associates, for the third quarter of 2021, Liggett’s retail market share increased to 4.22% compared to 4.18% for the third quarter of 2020. For the nine months ended September 30, 2021, Liggett’s retail market share declined to 4.16%, compared to 4.25% for the nine months ended September 30, 2020. Compared to the third quarter of 2020, Liggett’s retail shipments in the third quarter of 2021 declined by 6.1% while the overall industry’s retail shipments declined by 7.0%. Compared to the nine months ended September 30, 2020, Liggett’s retail shipments for nine months ended September 30, 2021 declined by 6.3% while the overall industry’s retail shipments declined by 4.2%.
Real Estate Segment Financial Results
For the third quarter of 2021, the Real Estate segment had revenues of $354.7 million compared to $229.0 million for the third quarter of 2020. For the nine months ended September 30, 2021, the Real Estate segment had revenues of $1.0 billion, compared to $529.7 million for the nine months ended September 30, 2020. For the last twelve months ended September 30, 2021, the Real Estate segment had revenues of $1.3 billion. For the third quarter of 2021, the Real Estate segment reported net income of $15.5 million, compared to a net loss of $4.1 million for the third quarter of 2020. For the nine months ended September 30, 2021, the Real Estate segment reported net income of $67.0 million, compared to a net loss of $70.9 million for the nine months ended September 30, 2020.
Douglas Elliman’s results are included in the Company’s Real Estate segment. For the third quarter of 2021, Douglas Elliman had revenues of $354.2 million, compared to $208.0 million for the third quarter of 2020. For the nine months ended September 30, 2021, Douglas Elliman had revenues of $1.0 billion, compared to $506.5 million for the nine months ended September 30, 2020. For the last twelve months ended September 30, 2021, Douglas Elliman had revenues of $1.3 billion. For the third quarter of 2021, Douglas Elliman reported net income of $25.1 million, compared to $11.8 million for the third quarter of 2020. For the nine months ended September 30, 2021, Douglas Elliman reported net income of $82.2 million, compared to a net loss of $62.2 million for the nine months ended September 30, 2020.
Results for the third quarter of 2020 for the Real Estate segment and Douglas Elliman included pre-tax restructuring charges of $0.3 million and the Real Estate segment’s and Douglas Elliman’s net loss for the nine months ended September 30, 2020 included pre-tax and non-cash impairment charges of $58.3 million and pre-tax restructuring charges of $3.3 million.
Non-GAAP Financial Measures
For the third quarter of 2021, Real Estate Adjusted EBITDA attributed to Vector (as described in Table 6 attached hereto) were $27.1 million, compared to $13.3 million for the third quarter of 2020.
For the nine months ended September 30, 2021, Real Estate Adjusted EBITDA attributed to Vector were $89.2 million, compared to $4.7 million for the nine months ended September 30, 2020.
For the last twelve months ended September 30, 2021, Real Estate net income was $61.9 million and Real Estate Adjusted EBITDA were $106.2 million.
For the third quarter of 2021, Douglas Elliman’s Adjusted EBITDA (as described in Table 7 attached hereto) were $27.8 million, compared to $14.1 million for the third quarter of 2020.
For the nine months ended September 30, 2021, Douglas Elliman’s Adjusted EBITDA were $89.5 million, compared to $5.3 million for the nine months ended September 30, 2020.
For the last twelve months ended September 30, 2021, Douglas Elliman’s net income was $96.2 million and Douglas Elliman’s Adjusted EBITDA were $106.2 million.
For the three and nine months ended September 30, 2021, Douglas Elliman achieved closed sales of approximately $12.6 billion and $37.2 billion, respectively, compared to $7.8 billion and $18.6 billion for the three and nine months ended September 30, 2020, respectively. For the last twelve months ended September 30, 2021 and the year ended December 31, 2020, Douglas Elliman achieved closed sales of approximately $47.7 billion and $29.1 billion, respectively.
Non-GAAP Financial Measures
Adjusted EBITDA, Adjusted Net Income, Adjusted Operating Income, Tobacco Adjusted Operating Income, Tobacco Adjusted EBITDA, Real Estate Segment (New Valley LLC) Adjusted EBITDA, Douglas Elliman Adjusted EBITDA and financial measures for the last twelve months (“LTM”) ended September 30, 2021 (“the Non-GAAP Financial Measures”) are financial measures not prepared in accordance with generally accepted accounting principles (“GAAP”). The Company believes that the Non-GAAP Financial Measures are important measures that supplement discussions and analysis of its results of operations and enhances an understanding of its operating performance. The Company believes the Non-GAAP Financial Measures provide investors and analysts with a useful measure of operating results unaffected by differences in capital structures and ages of related assets among otherwise comparable companies.
Management uses the Non-GAAP Financial Measures 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 (the Non-GAAP Financial Measures) of the Company’s business. While management considers the Non-GAAP Financial Measures 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, the Non-GAAP Financial Measures are susceptible to varying calculations and the Company’s measurement of the Non-GAAP Financial Measures may not be comparable to those of other companies. Attached hereto as Tables 2 through 8 is information relating to the Company’s Non-GAAP Financial Measures for the last twelve months ended September 30, 2021 and the three and nine months ended September 30, 2021 and 2020.
Conference Call to Discuss Third Quarter 2021 Results
As previously announced, the Company will host a conference call and webcast on Monday, November 8, 2021 at 5:00 PM (ET) to discuss its third quarter 2021 results. Investors can access the call by dialing 877-271-1828 and entering 43234619 as the conference ID number. The call will also be available via live webcast at https://www.webcaster4.com/Webcast/Page/2271/43402. 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 November 8, 2021 through November 22, 2021. To access the replay, dial 877-656-8905 and enter 43234619 as the conference ID number. The archived webcast will also be available at https://www.webcaster4.com/Webcast/Page/2271/43402 for one year.
About Vector Group Ltd.
Vector Group is a holding company for Liggett Group LLC, Vector Tobacco Inc., New Valley LLC, and Douglas Elliman Realty, LLC. Additional information concerning the Company is available on the Company’s website, www.VectorGroupLtd.com.
Investors and others should note that we may post information about the Company or its subsidiaries on our website at www.VectorGroupLtd.com and/or at the websites of those subsidiaries or, if applicable, on their accounts on Facebook,
Instagram, LinkedIn, TikTok, Twitter, YouTube or other social media platforms. It is possible that the postings or releases could include information deemed to be material information. Therefore, we encourage investors, the media and others interested in the Company to review the information we post on our website at www.VectorGroupLtd.com, on the websites of our subsidiaries and on their social media accounts.
Forward-Looking and Cautionary Statements
This press release includes forward-looking statements within the meaning of the federal securities law. All statements other than statements of historical or current facts, including statements regarding the current or anticipated impact of the COVID-19 pandemic on our business, made in this document are forward-looking. We identify forward-looking statements in this document by using words or phrases such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may be,” “continue’” “could,” “potential,” “objective,” “plan,” “seek,” “predict,” “project” and “will be” and similar words or phrases or their negatives. Forward-looking statements reflect our current expectations and are inherently uncertain. Actual results could differ materially for a variety of reasons. In particular, the extent, duration and severity of the spread of the COVID-19 pandemic and economic consequences stemming from the COVID-19 crisis (including a potential significant economic contraction) as well as related risks and the impact of any of the foregoing on our business, results of operations and liquidity could affect our future results and cause actual results to differ materially from those expressed in forward-looking statements.
Risks and uncertainties that could cause our actual results to differ significantly from our current expectations are described in our 2020 Annual Report on Form 10-K and in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2021. We undertake no responsibility to publicly update or revise any forward-looking statement except as required by applicable law.
[Financial Tables Follow]
TABLE 1
VECTOR GROUP LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in Thousands, Except Per Share Amounts)
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, | September 30, | ||||||||||||||||||||||
| 2021 | 2020 | 2021 | 2020 | ||||||||||||||||||||
| (Unaudited) | (Unaudited) | ||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Tobacco* | $ | 297,942 | $ | 318,850 | $ | 895,901 | $ | 918,429 | |||||||||||||||
| Real estate | 354,704 | 228,981 | 1,030,038 | 529,650 | |||||||||||||||||||
| Total revenues | 652,646 | 547,831 | 1,925,939 | 1,448,079 | |||||||||||||||||||
| Expenses: | |||||||||||||||||||||||
| Cost of sales: | |||||||||||||||||||||||
| Tobacco* | 186,398 | 204,101 | 556,574 | 615,458 | |||||||||||||||||||
| Real estate | 260,692 | 170,474 | 754,468 | 374,625 | |||||||||||||||||||
| Total cost of sales | 447,090 | 374,575 | 1,311,042 | 990,083 | |||||||||||||||||||
| Operating, selling, administrative and general expenses | 98,925 | 77,019 | 280,982 | 238,600 | |||||||||||||||||||
| Litigation settlement and judgment expense | 12 | — | 17 | 53 | |||||||||||||||||||
| Net gains on sales of assets | (910) | — | (910) | — | |||||||||||||||||||
| Impairments of goodwill and other intangible assets | — | — | — | 58,252 | |||||||||||||||||||
| Restructuring charges | — | 320 | — | 3,281 | |||||||||||||||||||
| Operating income | 107,529 | 95,917 | 334,808 | 157,810 | |||||||||||||||||||
| Other income (expenses): | |||||||||||||||||||||||
| Interest expense | (28,287) | (28,163) | (85,153) | (93,148) | |||||||||||||||||||
| Loss on extinguishment of debt | — | — | (21,362) | — | |||||||||||||||||||
| Change in fair value of derivatives embedded within convertible debt | — | — | — | 4,999 | |||||||||||||||||||
| Equity in earnings from investments | 44 | 1,840 | 1,562 | 54,199 | |||||||||||||||||||
| Equity in (losses) earnings from real estate ventures | (5,869) | (8,536) | 12,405 | (27,301) | |||||||||||||||||||
| Other, net | (969) | (5,096) | 7,363 | (8,116) | |||||||||||||||||||
| Income before provision for income taxes | 72,448 | 55,962 | 249,623 | 88,443 | |||||||||||||||||||
| Income tax expense | 23,679 | 17,823 | 75,592 | 27,761 | |||||||||||||||||||
| Net income | 48,769 | 38,139 | 174,031 | 60,682 | |||||||||||||||||||
| Net loss attributed to non-controlling interest | 120 | — | 120 | — | |||||||||||||||||||
| Net income attributed to Vector Group Ltd. | $ | 48,889 | $ | 38,139 | $ | 174,151 | $ | 60,682 | |||||||||||||||
| Per basic common share: | |||||||||||||||||||||||
| Net income applicable to common share attributed to Vector Group Ltd. | $ | 0.32 | $ | 0.25 | $ | 1.13 | $ | 0.39 | |||||||||||||||
| Per diluted common share: | |||||||||||||||||||||||
| Net income applicable to common share attributed to Vector Group Ltd. | $ | 0.32 | $ | 0.25 | $ | 1.13 | $ | 0.39 | |||||||||||||||
* Revenues and cost of sales include federal excise taxes of $106,408, $120,320, $322,857 and $354,629 for the three and nine months ended September 30, 2021 and 2020, respectively.
TABLE 2
VECTOR GROUP LTD. AND SUBSIDIARIES
RECONCILIATION OF ADJUSTED EBITDA
(Unaudited)
(Dollars in Thousands)
| LTM | Year Ended | Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||
| September 30, | December 31, | September 30, | September 30, | ||||||||||||||||||||||||||||||||
| 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | ||||||||||||||||||||||||||||||
| Net income attributed to Vector Group Ltd. | $ | 206,407 | $ | 92,938 | $ | 48,889 | $ | 38,139 | $ | 174,151 | $ | 60,682 | |||||||||||||||||||||||
| Interest expense | 113,546 | 121,541 | 28,287 | 28,163 | 85,153 | 93,148 | |||||||||||||||||||||||||||||
| Income tax expense | 89,608 | 41,777 | 23,679 | 17,823 | 75,592 | 27,761 | |||||||||||||||||||||||||||||
| Net loss attributed to non-controlling interest | (120) | — | (120) | — | (120) | — | |||||||||||||||||||||||||||||
| Depreciation and amortization | 16,626 | 17,629 | 4,062 | 4,346 | 12,330 | 13,333 | |||||||||||||||||||||||||||||
| EBITDA | $ | 426,067 | $ | 273,885 | $ | 104,797 | $ | 88,471 | $ | 347,106 | $ | 194,924 | |||||||||||||||||||||||
| Change in fair value of derivatives embedded within convertible debt (a) | — | (4,999) | — | — | — | (4,999) | |||||||||||||||||||||||||||||
| Equity in earnings from investments (b) | (3,631) | (56,268) | (44) | (1,840) | (1,562) | (54,199) | |||||||||||||||||||||||||||||
| Equity in losses (earnings) from real estate ventures (c) | 4,992 | 44,698 | 5,869 | 8,536 | (12,405) | 27,301 | |||||||||||||||||||||||||||||
| Loss on extinguishment of debt | 21,362 | — | — | — | 21,362 | — | |||||||||||||||||||||||||||||
| Stock-based compensation expense (d) | 10,586 | 9,483 | 2,375 | 2,471 | 8,115 | 7,012 | |||||||||||||||||||||||||||||
| Litigation settlement and judgment expense (e) | 301 | 337 | 12 | — | 17 | 53 | |||||||||||||||||||||||||||||
| Impact of MSA settlement (f) | (2,709) | 299 | — | 286 | (2,722) | 286 | |||||||||||||||||||||||||||||
| Restructuring charges (g) | 101 | 3,382 | — | 320 | — | 3,281 | |||||||||||||||||||||||||||||
| Transaction expenses (h) | 3,426 | — | 3,426 | — | 3,426 | — | |||||||||||||||||||||||||||||
| Net gains on sales of assets | (2,024) | (1,114) | (910) | — | (910) | — | |||||||||||||||||||||||||||||
| Impairments of goodwill and other intangible assets (i) | — | 58,252 | — | — | — | 58,252 | |||||||||||||||||||||||||||||
| Other, net | (10,023) | 5,456 | 969 | 5,096 | (7,363) | 8,116 | |||||||||||||||||||||||||||||
| Adjusted EBITDA attributed to Vector Group Ltd. | $ | 448,448 | $ | 333,411 | $ | 116,494 | $ | 103,340 | $ | 355,064 | $ | 240,027 | |||||||||||||||||||||||
| Adjusted EBITDA Attributed to Vector Group Ltd. by Segment | |||||||||||||||||||||||||||||||||||
| Tobacco | $ | 360,769 | $ | 328,049 | $ | 93,350 | $ | 93,570 | $ | 278,880 | $ | 246,160 | |||||||||||||||||||||||
| Real Estate (j) | 106,239 | 21,782 | 27,098 | 13,337 | 89,168 | 4,711 | |||||||||||||||||||||||||||||
| Corporate and Other | (18,560) | (16,420) | (3,954) | (3,567) | (12,984) | (10,844) | |||||||||||||||||||||||||||||
| Total | $ | 448,448 | $ | 333,411 | $ | 116,494 | $ | 103,340 | $ | 355,064 | $ | 240,027 | |||||||||||||||||||||||
a.Represents income recognized from changes in the fair value of the derivatives embedded in the Company’s convertible debt.
b.Represents equity in earnings recognized from investments that the Company accounts for under the equity method. Included in the amount are equity in earnings from Ladenburg Thalmann Financial Services of $0 for the last twelve months ended September 30, 2021, $53,424 for the year ended December 31, 2020, $372 for the three months ended September 30, 2020 and $53,424 for the nine months ended September 30, 2020.
c.Represents equity in losses (earnings) recognized from the Company’s investment in certain real estate businesses that are accounted for under the equity method and are not consolidated in the Company’s financial results.
d.Represents amortization of stock-based compensation.
e.Represents accruals for product liability litigation in the Company’s Tobacco segment.
f.Represents the Company’s Tobacco segment’s settlement of long-standing disputes related to the Master Settlement Agreement.
g.Represents restructuring charges related to Douglas Elliman Realty, LLC’s realignment of administrative support functions, office locations and business model.
h.Transaction expenses include expenses incurred in connection with the Company’s intended spin-off of its real estate brokerage business and related property technology (“PropTech”) investments into a standalone, publicly traded company.
i.Represents non-cash intangible asset impairment charges in the Company’s Real Estate segment related to the goodwill and trademark of the Douglas Elliman Realty, LLC reporting unit.
j.Includes Adjusted EBITDA for Douglas Elliman Realty, LLC of $106,178 for the last twelve months ended September 30, 2021, $22,054 for the year ended December 31, 2020, $27,824, $14,089, $89,455 and $5,331 for the three and nine months ended September 30, 2021 and 2020, respectively.
TABLE 3
VECTOR GROUP LTD. AND SUBSIDIARIES
RECONCILIATION OF ADJUSTED NET INCOME
(Unaudited)
(Dollars in Thousands, Except Per Share Amounts)
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, | September 30, | ||||||||||||||||||||||
| 2021 | 2020 | 2021 | 2020 | ||||||||||||||||||||
| Net income attributed to Vector Group Ltd. | $ | 48,889 | $ | 38,139 | $ | 174,151 | $ | 60,682 | |||||||||||||||
| Change in fair value of derivatives embedded within convertible debt | — | — | — | (4,999) | |||||||||||||||||||
| Non-cash amortization of debt discount on convertible debt | — | — | — | 5,276 | |||||||||||||||||||
| Loss on extinguishment of debt | — | — | 21,362 | — | |||||||||||||||||||
| Litigation settlement and judgment expense (a) | 12 | — | 17 | 53 | |||||||||||||||||||
| Impact of MSA settlement (b) | — | 286 | (2,722) | 286 | |||||||||||||||||||
| Impact of net interest expense capitalized to real estate ventures | 702 | (35) | (167) | 3,015 | |||||||||||||||||||
| Adjustment for derivative associated with acquisition of 29.41% of Douglas Elliman Realty, LLC | (271) | (252) | 3,252 | (2,083) | |||||||||||||||||||
| Restructuring charges (c) | — | 320 | — | 3,281 | |||||||||||||||||||
| Transaction expenses (d) | 3,426 | — | 3,426 | — | |||||||||||||||||||
| Impairments of goodwill and other intangible assets (e) | — | — | — | 58,252 | |||||||||||||||||||
| Total adjustments | 3,869 | 319 | 25,168 | 63,081 | |||||||||||||||||||
| Tax benefit (expense) related to adjustments | (192) | (154) | (4,990) | (16,848) | |||||||||||||||||||
| Adjusted Net Income attributed to Vector Group Ltd. | $ | 52,566 | $ | 38,304 | $ | 194,329 | $ | 106,915 | |||||||||||||||
| Per diluted common share: | |||||||||||||||||||||||
| Adjusted Net Income applicable to common shares attributed to Vector Group Ltd. | $ | 0.34 | $ | 0.25 | $ | 1.26 | $ | 0.70 | |||||||||||||||
a.Represents accruals for product liability litigation in the Company’s Tobacco segment.
b.Represents the Company’s Tobacco segment’s settlement of long-standing disputes related to the Master Settlement Agreement.
c.Represents restructuring charges related to Douglas Elliman Realty, LLC’s realignment of administrative support functions, office locations and business model.
d.Transaction expenses include expenses incurred in connection with the Company’s intended spin-off of its real estate brokerage business and related PropTech investments into a standalone, publicly traded company.
e.Represents non-cash intangible asset impairment charges in the Company’s Real Estate segment related to the goodwill and trademark of the Douglas Elliman Realty, LLC reporting unit.
TABLE 4
VECTOR GROUP LTD. AND SUBSIDIARIES
RECONCILIATION OF ADJUSTED OPERATING INCOME
(Unaudited)
(Dollars in Thousands)
| LTM | Year Ended | Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||
| September 30, | December 31, | September 30, | September 30, | ||||||||||||||||||||||||||||||||
| 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | ||||||||||||||||||||||||||||||
| Operating income | $ | 422,141 | $ | 245,143 | $ | 107,529 | $ | 95,917 | $ | 334,808 | $ | 157,810 | |||||||||||||||||||||||
| Litigation settlement and judgment expense (a) | 301 | 337 | 12 | — | 17 | 53 | |||||||||||||||||||||||||||||
| Restructuring charges (b) | 101 | 3,382 | — | 320 | — | 3,281 | |||||||||||||||||||||||||||||
| Transaction expenses (c) | 3,426 | — | 3,426 | — | 3,426 | — | |||||||||||||||||||||||||||||
| Impact of MSA settlement (d) | (2,709) | 299 | — | 286 | (2,722) | 286 | |||||||||||||||||||||||||||||
| Net gains on sales of assets | (2,024) | (1,114) | (910) | — | (910) | — | |||||||||||||||||||||||||||||
| Impairments of goodwill and other intangible assets (e) | — | 58,252 | — | — | — | 58,252 | |||||||||||||||||||||||||||||
| Total adjustments | (905) | 61,156 | 2,528 | 606 | (189) | 61,872 | |||||||||||||||||||||||||||||
| Adjusted Operating Income | $ | 421,236 | $ | 306,299 | $ | 110,057 | $ | 96,523 | $ | 334,619 | $ | 219,682 | |||||||||||||||||||||||
a.Represents accruals for product liability litigation in the Company’s Tobacco segment.
b.Represents restructuring charges related to Douglas Elliman Realty, LLC’s realignment of administrative support functions, office locations and business model.
c.Transaction expenses include expenses incurred in connection with the Company’s intended spin-off of its real estate brokerage business and related PropTech investments into a standalone, publicly traded company.
d.Represents the Company’s Tobacco segment’s settlement of long-standing disputes related to the Master Settlement Agreement.
e.Represents non-cash intangible asset impairment charges in the Company’s Real Estate segment related to the goodwill and trademark of the Douglas Elliman Realty, LLC reporting unit.
TABLE 5
VECTOR GROUP LTD. AND SUBSIDIARIES
RECONCILIATION OF TOBACCO ADJUSTED OPERATING INCOME
AND TOBACCO ADJUSTED EBITDA
(Unaudited)
(Dollars in Thousands)
| LTM | Year Ended | Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||
| September 30, | December 31, | September 30, | September 30, | ||||||||||||||||||||||||||||||||
| 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | ||||||||||||||||||||||||||||||
| Tobacco Adjusted Operating Income: | |||||||||||||||||||||||||||||||||||
| Operating income from Tobacco segment | $ | 356,279 | $ | 319,536 | $ | 91,779 | $ | 91,319 | $ | 276,557 | $ | 239,814 | |||||||||||||||||||||||
| Litigation settlement and judgment expense (a) | 301 | 337 | 12 | — | 17 | 53 | |||||||||||||||||||||||||||||
| Impact of MSA settlement (b) | (2,709) | 299 | — | 286 | (2,722) | 286 | |||||||||||||||||||||||||||||
| Total adjustments | (2,408) | 636 | 12 | 286 | (2,705) | 339 | |||||||||||||||||||||||||||||
| Tobacco Adjusted Operating Income | $ | 353,871 | $ | 320,172 | $ | 91,791 | $ | 91,605 | $ | 273,852 | $ | 240,153 | |||||||||||||||||||||||
| LTM | Year Ended | Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||
| September 30, | December 31, | September 30, | September 30, | ||||||||||||||||||||||||||||||||
| 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | ||||||||||||||||||||||||||||||
| Tobacco Adjusted EBITDA: | |||||||||||||||||||||||||||||||||||
| Operating income from Tobacco segment | $ | 356,279 | $ | 319,536 | $ | 91,779 | $ | 91,319 | $ | 276,557 | $ | 239,814 | |||||||||||||||||||||||
| Litigation settlement and judgment expense (a) | 301 | 337 | 12 | — | 17 | 53 | |||||||||||||||||||||||||||||
| Impact of MSA settlement (b) | (2,709) | 299 | — | 286 | (2,722) | 286 | |||||||||||||||||||||||||||||
| Total adjustments | (2,408) | 636 | 12 | 286 | (2,705) | 339 | |||||||||||||||||||||||||||||
| Tobacco Adjusted Operating Income | 353,871 | 320,172 | 91,791 | 91,605 | 273,852 | 240,153 | |||||||||||||||||||||||||||||
| Depreciation and amortization | 6,877 | 7,877 | 1,550 | 1,965 | 5,007 | 6,007 | |||||||||||||||||||||||||||||
| Stock-based compensation expense | 21 | — | 9 | — | 21 | — | |||||||||||||||||||||||||||||
| Total adjustments | 6,898 | 7,877 | 1,559 | 1,965 | 5,028 | 6,007 | |||||||||||||||||||||||||||||
| Tobacco Adjusted EBITDA | $ | 360,769 | $ | 328,049 | $ | 93,350 | $ | 93,570 | $ | 278,880 | $ | 246,160 | |||||||||||||||||||||||
a. Represents accruals for product liability litigation in the Company’s Tobacco segment.
b. Represents the Company’s Tobacco segment’s settlement of long-standing disputes related to the Master Settlement Agreement.
TABLE 6
VECTOR GROUP LTD. AND SUBSIDIARIES
RECONCILIATION OF REAL ESTATE SEGMENT (NEW VALLEY LLC) ADJUSTED EBITDA
(Unaudited)
(Dollars in Thousands)
| LTM | Year Ended | Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||
| September 30, | December 31, | September 30, | September 30, | ||||||||||||||||||||||||||||||||
| 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | ||||||||||||||||||||||||||||||
| Net income (loss) attributed to Vector Group Ltd. from subsidiary non-guarantors (a) | $ | 61,942 | $ | (75,910) | $ | 15,486 | $ | (4,053) | $ | 66,950 | $ | (70,902) | |||||||||||||||||||||||
| Interest expense (a) | 165 | 268 | 61 | 17 | 136 | 239 | |||||||||||||||||||||||||||||
| Income tax expense (benefit) (a) | 23,313 | (27,674) | 3,800 | (1,634) | 25,015 | (25,972) | |||||||||||||||||||||||||||||
| Net loss attributed to non-controlling interest (a) | (120) | — | (120) | — | (120) | — | |||||||||||||||||||||||||||||
| Depreciation and amortization | 9,465 | 8,874 | 2,493 | 2,167 | 7,269 | 6,678 | |||||||||||||||||||||||||||||
| EBITDA | $ | 94,765 | $ | (94,442) | $ | 21,720 | $ | (3,503) | $ | 99,250 | $ | (89,957) | |||||||||||||||||||||||
| (Income) loss from non-guarantors other than New Valley LLC | (549) | 45 | (200) | 17 | (533) | 61 | |||||||||||||||||||||||||||||
| Equity in losses (earnings) from real estate ventures (b) | 4,992 | 44,698 | 5,869 | 8,536 | (12,405) | 27,301 | |||||||||||||||||||||||||||||
| Restructuring charges (c) | 101 | 3,382 | — | 320 | — | 3,281 | |||||||||||||||||||||||||||||
| Loss on sale of asset | 1,169 | 1,169 | — | — | — | — | |||||||||||||||||||||||||||||
| Impairments of goodwill and other intangible assets (d) | — | 58,252 | — | — | — | 58,252 | |||||||||||||||||||||||||||||
| Other, net | 5,701 | 8,575 | (314) | 7,967 | 2,811 | 5,685 | |||||||||||||||||||||||||||||
| Adjusted EBITDA attributed to New Valley LLC | $ | 106,179 | $ | 21,679 | $ | 27,075 | $ | 13,337 | $ | 89,123 | $ | 4,623 | |||||||||||||||||||||||
| Adjusted EBITDA Attributed to New Valley LLC by Segment | |||||||||||||||||||||||||||||||||||
| Real Estate (e) | $ | 106,239 | $ | 21,782 | $ | 27,098 | $ | 13,337 | $ | 89,168 | $ | 4,711 | |||||||||||||||||||||||
| Corporate and Other | (60) | (103) | (23) | — | (45) | (88) | |||||||||||||||||||||||||||||
| Total (f) | $ | 106,179 | $ | 21,679 | $ | 27,075 | $ | 13,337 | $ | 89,123 | $ | 4,623 | |||||||||||||||||||||||
a.Amounts are derived from Vector Group Ltd.’s Condensed Consolidated Financial Statements. See Exhibit 99.2 “Condensed Consolidating Financial Information” contained in Vector Group Ltd.’s Form 10-K for the period ended December 31, 2020, Form 10-Q for the period ended September 30, 2021 and Form 10-Q for the period ended September 30, 2020.
b.Represents equity in losses (earnings) recognized from the Company’s investment in certain real estate businesses that are accounted for under the equity method and are not consolidated in the Company’s financial results.
c.Represents restructuring charges related to Douglas Elliman Realty, LLC’s realignment of administrative support functions, office locations and business model.
d.Represents non-cash intangible asset impairment charges in the Company’s Real Estate segment related to the goodwill and trademark of the Douglas Elliman Realty, LLC reporting unit.
e.Includes Adjusted EBITDA for Douglas Elliman Realty, LLC of $106,178 for the last twelve months ended September 30, 2021, $22,054 for the year ended December 31, 2020, $27,824, $14,089, $89,455 and $5,331 for the three and nine months ended September 30, 2021 and 2020, respectively.
f.New Valley’s Adjusted EBITDA does not include an allocation of Vector Group Ltd.’s “Corporate and Other” segment expenses (for purposes of computing Adjusted EBITDA contained in Table 2 of this press release) of $18,560 for the last twelve months ended September 30, 2021, $16,420 for the year ended December 31, 2020, $3,954, $3,567, $12,984 and $10,844 for the three and nine months ended September 30, 2021 and 2020, respectively.
TABLE 7
VECTOR GROUP LTD. AND SUBSIDIARIES
RECONCILIATION OF DOUGLAS ELLIMAN REALTY, LLC ADJUSTED EBITDA
ATTRIBUTED TO REAL ESTATE SEGMENT
(Unaudited)
(Dollars in Thousands)
| LTM | Year Ended | Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||
| September 30, | December 31, | September 30, | September 30, | ||||||||||||||||||||||||||||||||
| 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | ||||||||||||||||||||||||||||||
| Net income (loss) attributed to Douglas Elliman Realty, LLC | $ | 96,196 | $ | (48,210) | $ | 25,078 | $ | 11,838 | $ | 82,162 | $ | (62,244) | |||||||||||||||||||||||
| Interest expense | 25 | 1 | 22 | — | 25 | 1 | |||||||||||||||||||||||||||||
| Income tax expense (benefit) | 1,602 | (5) | 597 | (179) | 1,430 | (177) | |||||||||||||||||||||||||||||
| Depreciation and amortization | 8,541 | 8,537 | 2,189 | 2,093 | 6,409 | 6,405 | |||||||||||||||||||||||||||||
| Douglas Elliman Realty, LLC EBITDA | $ | 106,364 | $ | (39,677) | $ | 27,886 | $ | 13,752 | $ | 90,026 | $ | (56,015) | |||||||||||||||||||||||
| Equity in earnings from real estate ventures (a) | (79) | (30) | — | (3) | (75) | (26) | |||||||||||||||||||||||||||||
| Restructuring charges (b) | 101 | 3,382 | — | 320 | — | 3,281 | |||||||||||||||||||||||||||||
| Loss on sale of asset | 1,169 | 1,169 | — | — | — | — | |||||||||||||||||||||||||||||
| Impairments of goodwill and other intangible assets (c) | — | 58,252 | — | — | — | 58,252 | |||||||||||||||||||||||||||||
| Other, net | (1,377) | (1,042) | (62) | 20 | (496) | (161) | |||||||||||||||||||||||||||||
| Douglas Elliman Realty, LLC Adjusted EBITDA attributed to Real Estate Segment | $ | 106,178 | $ | 22,054 | $ | 27,824 | $ | 14,089 | $ | 89,455 | $ | 5,331 | |||||||||||||||||||||||
a.Represents equity in earnings recognized from the Company’s investment in certain real estate businesses that are accounted for under the equity method and are not consolidated in the Company’s financial results.
b.Represents restructuring charges related to Douglas Elliman Realty, LLC’s realignment of administrative support functions, office locations and business model.
c.Represents non-cash intangible asset impairment charges related to the goodwill and trademark of Douglas Elliman Realty, LLC.
TABLE 8
VECTOR GROUP LTD. AND SUBSIDIARIES
RECONCILIATION OF REVENUES
(Unaudited)
(Dollars in Thousands)
| LTM | Year Ended | Nine Months Ended | ||||||||||||||||||||||||
| September 30, | December 31, | September 30, | ||||||||||||||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||||||||||||
| Revenues: | ||||||||||||||||||||||||||
| Tobacco (a) | $ | 1,181,973 | $ | 1,204,501 | $ | 895,901 | $ | 918,429 | ||||||||||||||||||
| Real estate (b) | 1,298,556 | 798,168 | 1,030,038 | 529,650 | ||||||||||||||||||||||
| Total revenues | $ | 2,480,529 | $ | 2,002,669 | $ | 1,925,939 | $ | 1,448,079 | ||||||||||||||||||
a.Tobacco segment revenues include federal excise taxes of $429,760, $461,532, $322,857 and $354,629 for the last twelve months ended September 30, 2021, the year ended December 31, 2020 and the nine months ended September 30, 2021 and 2020, respectively.
b.Real Estate segment revenues include revenues from Douglas Elliman of $1,286,373, $773,987, $1,018,912 and $506,526 for the last twelve months ended September 30, 2021, the year ended December 31, 2020 and the nine months ended September 30, 2021 and 2020, respectively.
FOR IMMEDIATE RELEASE
| Contact: | Emily Claffey/Benjamin Spicehandler | |||||||
| Sard Verbinnen & Co | ||||||||
| 212-687-8080 | ||||||||
| Eve Young | ||||||||
| Sard Verbinnen & Co - Europe | ||||||||
| +44 (0)20 3178 8914 | ||||||||
| J. Bryant Kirkland III, Vector Group Ltd. | ||||||||
| 305-579-8000 | ||||||||
Douglas Elliman Plans to File Form 10 Registration Statement in Connection with
Planned Spin-Off from Vector Group
MIAMI, FL— November 8, 2021 — Vector Group Ltd. (NYSE: VGR) (“Vector Group”) today announced that Douglas Elliman Inc. (“Douglas Elliman”) plans to file a Form 10 registration statement (the “Form 10”) with the United States Securities and Exchange Commission (“SEC”) in connection with its intended spin-off into a standalone, publicly traded company. The Form 10 will include detailed information about Douglas Elliman, including historic financial information, a description of Douglas Elliman’s business and strategy and other legal and financial disclosures.
Douglas Elliman is one of the largest residential brokerage companies in the New York metropolitan area, which includes New York City, Long Island, Westchester and the Hamptons, and the sixth largest in the U.S. Since 2013, Douglas Elliman has expanded throughout Florida; California; Aspen and Snowmass, Colorado; Houston, Dallas and Austin, Texas; and Massachusetts, including Boston, Cape Cod, Martha’s Vineyard and Nantucket.
With a comprehensive suite of real estate solutions, an industry-leading luxury brand name and a team of world-class employees and agents, Douglas Elliman possesses the strong underlying business fundamentals to drive increased market share. As a standalone, publicly-traded company, Douglas Elliman will pursue profitable growth opportunities through the expansion of its footprint, adoption of cutting-edge property technology (“PropTech”) and investments in PropTech companies through New Valley Ventures, LLC, continued recruitment of best-in-class talent, acquisitions, acqui-hires and operational efficiencies. Douglas Elliman will employ a disciplined capital allocation strategy aimed at generating sustainable long-term stockholder value.
“The filing of the Form 10 registration statement is an important milestone in our plan to create two independent publicly traded companies,” said Howard M. Lorber, President & Chief Executive Officer of Vector Group and Chairman, President & Chief Executive Officer of Douglas Elliman Inc. “With a leading luxury brand and a comprehensive suite of technology-enabled services and investments, Douglas Elliman is well positioned to capitalize on opportunities in the large and growing U.S. residential real estate market. Following the spin-off,
Vector Group’s separate tobacco and real estate businesses will be better positioned to execute their strategic plans to drive each company’s long-term success and unlock value for stockholders.”
“Today’s announcement reflects our confidence in the exciting prospects of Douglas Elliman as an industry-leading brand name differentiated by its utilization of and investment in a portfolio of innovative technology services and a best-in-class team of employees and agents,” said Scott Durkin, Chief Executive Officer of Douglas Elliman Realty, LLC. “As we move forward on this path to establish Douglas Elliman as a standalone public company, our experienced management team remains committed to optimizing our existing portfolio of solutions, expanding our market footprint and making strategic investments in early-stage, disruptive PropTech companies that keep us and our agents on the cutting edge of the industry.”
Completion of the transaction is subject to various conditions, including final approval by the Board of Directors of Vector Group, receipt of a tax opinion from counsel and the effectiveness of the Form 10 registration statement. If all conditions are met, the spin-off is on track for completion late in the fourth quarter of 2021.
Douglas Elliman will register its common stock under Section 12 of the Securities Exchange Act of 1934 and has applied to list its common stock on the New York Stock Exchange (the “NYSE”) under the symbol “DOUG.” Following the spin-off, Vector Group will continue to trade on the NYSE under the symbol “VGR.”
Additional information will be available in the investor presentation posted to Vector Group’s website and filed by Vector Group with the SEC.
A registration statement on Form 10 relating to the proposed distribution of Douglas Elliman securities is expected to be filed with the SEC. Douglas Elliman securities may not be sold, nor may offers to buy be accepted, prior to the time the Form 10 is filed and becomes effective. This release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of Douglas Elliman securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Conference Call
Vector Group will host a conference call and webcast on Monday, November 8, 2021 at 5:00 PM ET to discuss its third quarter 2021 results and the spin-off transaction. Investors can access the call by dialing 877-271-1828 and entering 43234619 as the conference ID number. The call will also be available via live webcast at https://www.webcaster4.com/Webcast/Page/2271/43402. 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 November 8, 2021 through November 22, 2021. To access the replay, dial 877-656-8905 and enter 43234619 as the conference ID number. The archived webcast will also be available at https://www.webcaster4.com/Webcast/Page/2271/43402 for one year.
About Vector Group Ltd.
Vector Group is a holding company for Liggett Group LLC, Vector Tobacco Inc., New Valley LLC, and Douglas Elliman Realty, LLC. Additional information concerning Vector Group is available on its website, www.VectorGroupLtd.com.
Investors and others should note that we may post information about Vector Group or its subsidiaries on our website at www.VectorGroupLtd.com and/or at the websites of those subsidiaries or, if applicable, on their accounts on Facebook, Instagram, LinkedIn, TikTok, Twitter, YouTube or other social media platforms. It is possible that the postings or releases could include information deemed to be material information. Therefore, we encourage investors, the media and others interested in Vector Group to review the information we post on our website at www.VectorGroupLtd.com, on the websites of our subsidiaries and on their social media accounts.
Special Note on Forward-Looking Statements
This press release may contain “forward-looking statements” within the meaning of the federal securities laws. 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, cash flows, operating
performance, growth expectations, competition, legislation and regulations, litigation, and related industry developments (including trends affecting our business, financial condition and results of operations) and our potential spin-off of Douglas Elliman.
Forward-looking statements can be identified by words or phrases such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may be,” “objective,” “opportunistically,” “plan,” “potential,” “predict,” “project,” “prospects,” “seek,” and “will be” and similar words or phrases or their negatives. Forward-looking statements involve 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. Further information on the risks and uncertainties to the business of Vector Group include the risk factors described in the filings of Vector Group with the SEC.
Factors that could cause actual results of Douglas Elliman to differ materially from those suggested by forward-looking statements include: general economic and market conditions, and any changes therein, due to acts of war and terrorism or otherwise; governmental regulations and policies; adverse changes in global, national, regional and local economic and market conditions, including those related to pandemics and health crises, such as the outbreak of COVID-19 and the impact of potential COVID-19 variants; the extent and timing of COVID-19 vaccine administration and the duration of the COVID-19 pandemic; Douglas Elliman’s ability to effectively manage the impacts of the COVID-19 pandemic and any government-mandated or encouraged suspension of our business operations; the impacts of the Tax Cuts and Jobs Act of 2017, including its impact on the markets of Douglas Elliman’s business; effects of industry competition; severe weather events or natural or man-made disasters, including increasing the severity or frequency of such events due to climate change or otherwise, or other catastrophic events may disrupt Douglas Elliman’s business and have an unfavorable impact on home sale activity; the level of Douglas Elliman’s expenses, including its corporate expenses as a stand-alone publicly-traded company; Douglas Elliman’s status as an emerging growth company; the tax-free treatment of the spin-off; Douglas Elliman’s lack of operating history as a public company and costs associated with being an independent public company; potential dilution to holders of Douglas Elliman’s common stock as a result of issuances of additional shares of common stock to fund its financial obligations and other financing activities; the failure of Douglas Elliman or Vector Group to satisfy their respective obligations under the agreements entered into in connection with the spin-off; and the additional factors described under “Risk Factors” in the information statement attached as an exhibit to the Form 10 to be filed with the SEC by Douglas Elliman.
The forward-looking statements speak only as of the date they are made, and we disclaim any obligation to update or revise the forward-looking statements contained herein, except as otherwise required by applicable federal securities laws.
June 2021 / Confidential Investor Presentation November 2021
Disclaimer Safe Harbor Statement & Use of Non-GAAP Information This document and any related oral presentation does not constitute an offer or invitation to subscribe for, purchase or otherwise acquire any equity or debt securities or other instruments of Vector Group Ltd. (“Vector”, “VGR” or “the Company”) or Douglas Elliman Inc. (“Spinco” or “Douglas Elliman”) or their subsidiaries 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. Use of Forward-Looking Statements This document may contain “forward-looking statements,” including any statements that may be contained in this document that reflect Vector’s expectations or beliefs with respect to future events and financial performance, such as the impact of the COVID-19 pandemic on the Company’s business and operations. 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 or Douglas Elliman, including, without limitation, the following: changes in Vector’s capital expenditures may impact its expected free cash flow; the Company’s ability to complete the spin-off of Douglas Elliman, the Company’s real estate brokerage and services business and property technology investments; the Company’s ability to realize the benefits of the spin-off of Douglas Elliman, including the tax-free nature of the transaction; the failure of Douglas Elliman or Vector to satisfy its respective obligations under agreements entered into in connection with the spin-off; and the other risk factors described in the Information Statement included as an exhibit to the Form 10 to be filed by Douglas Elliman in connection with the spin-off, Vector’s annual report on Form 10-K for the year ended December 31, 2020 and quarterly reports on Form 10-Q for the periods ended June 30, 2021, March 31, 2021, and September 30, 2021 in each case as filed with the SEC. Results actually achieved may differ materially from expected results included in these forward-looking statements as a result of these or other factors. Due to such uncertainties and risks, potential investors are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date on which such statements are made. Each of the Company and Douglas Elliman disclaims any obligation to, and does not undertake to, update or revise and forward- looking statements in this document. Non-GAAP Financial Measures This document contains financial information in a format not in accordance with generally accepted accounting principles in the United States (“GAAP”). The Company and Douglas Elliman believe that non-GAAP financial measures are important measures that supplement analysis of its results of operations and enhance an understanding of its operating performance. The Company and Douglas Elliman believe non-GAAP financial measures provide a useful measure of operating results unaffected by non- recurring items, differences in capital structures and ages of related assets among otherwise comparable companies. Management uses non-GAAP financial measures as measures to review and assess operating performance of its business, and management and investors should review both the overall performance (e.g., GAAP net income) and the operating performance (e.g., non-GAAP Adjusted EBITDA) of its business. While management considers non-GAAP financial measures 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, and net income. In addition, non-GAAP financial measures are susceptible to varying calculations and the Company’s or Douglas Elliman’s measurement of non-GAAP financial measures may not be comparable to those of other companies. Please see the appendix to this document for a reconciliation of GAAP net income to non-GAAP Adjusted EBITDA. i
Agenda Introduction The Douglas Elliman Story Douglas Elliman Financial Overview 2 8 21 1
INTRODUCTION 2
Introduction to the Douglas Elliman Management Team Bryant Kirkland Senior Vice President, Treasurer and Chief Financial Officer Marc Bell Senior Vice President, Secretary and General Counsel David Ballard Senior Vice President, Enterprise Efficiency and Chief Technology Officer Karen Chesleigh Vice President of Human Resources Stephen Larkin Vice President of Communications Daniel Sachar Vice President of Innovation and Managing Director of New Valley Ventures LLC Howard Lorber Chairman, President and Chief Executive Officer Richard Lampen Director, Executive Vice President and Chief Operating Officer Scott Durkin President and Chief Executive Officer, Douglas Elliman Experienced and skilled team with committed Board of Directors will enable a successful transaction and further development of Douglas Elliman 3
⚫ Planned as tax-free spin-off of Douglas Elliman to Vector Group Ltd. (“Vector” or “VGR”) stockholders Transaction Summary Financial Highlights Revenue Adjusted EBITDA Spin-off Rationale 52%48% 24% 76% RemainCo SpinCo Pro Forma Transaction Structure Business-appropriate capital structures and capital policies Directly and more efficiently access capital markets, while also widening the potential investor base for Douglas Elliman Enhance ability to attract and retain key employees and agent talent Ability to use pure-play stock for M&A Unlock value of Douglas Elliman business through separation from tobacco business $2.48b $448.4m $1.29b $1.19b $106.1m $342.4m Note: Financial highlights based on last twelve months ended 9/30/2021. See appendix for Adjusted EBITDA reconciliation. Douglas Elliman Realty, LLC Tobacco Segment Subsidiaries Real Estate Portfolio New Valley Ventures LLC NV Title LLC NV Mortgage LLC VGR Stockholders SpinCo Inc.Vector Group Ltd. RemainCo SpinCo 4
Distribution & Governance Ticker NYSE: DOUG Post Spin-off Shares Outstanding Approximately 77.6 million, based on Vector outstanding common stock on September 30, 2021 Distribution Ratio 1 share of SpinCo for every 2 shares of Vector Expected Annual Dividend $0.20 per share of SpinCo common stock ($0.05 paid quarterly), subject to Board approval Board Composition Howard Lorber, Richard Lampen, Ronald Kramer, Michael Liebowitz, Lynn Mestel, Wilson White, Mark Zeitchick Distribution and Ancillary Agreements Allocation of assets, liabilities and obligations, transfer pricing, ongoing commercial relationships, other tax and employment matters Advisors Jefferies LLC Sullivan & Cromwell LLP 5
⚫ Founded in 1911 as a pioneer in the real estate industry that has continued to challenge the status quo through innovation and high- quality service provided by best-in-class real estate agents ⚫ Leading brand associated with service, luxury and forward thinking operating in markets that are primarily densely populated international finance and technology hubs offering housing inventory at premium price points ⚫ Core residential real estate brokerage and new development sales and marketing (“DEDM”) services complemented with ancillary services including property management, title and escrow services ⚫ Comprehensive suite of technology-enabled real estate solutions that bring efficiency, market intelligence and competitive advantage to our agents while supporting agent recruitment, retention and productivity ⚫ Technology powered by leading providers and our investments in innovative PropTech companies keeps our agents on the cutting edge with solutions that can be quickly integrated into our infrastructure, while also allowing us to remain asset-light ⚫ Strong market share gains and top-line growth along with recent cost savings have driven a step-function increase in profitability ⚫ Well-positioned to capitalize on attractive opportunities in the large and growing U.S. residential real estate market 1) Figures are as of and for the LTM period ended 9/30/2021. 2) Principal agents are defined as agents who are either leaders of their respective agent teams or individual agents operating independently on our platform. Metric is a point-in-time figure. Excludes referral agents. Includes principal agents added as part of Real Estate Associates of Houston LLC (d/b/a Douglas Elliman Real Estate Texas, “Douglas Elliman Texas”) acquisition in August 2021. Douglas Elliman at a Glance Business Overview By the Numbers(1) Business Mix and Growth Total Agents ~6,600 Principal Agents(2) 5,246 Gross Transaction Value $47.7 billion Revenue $1.29 billion Adj. EBITDA $106.1 million Gross Transaction Volume $1,150.5m $79.6m $37.2m $19.1m Revenue(1) $1.3b $18.2 $22.4 $24.6 $26.1 $28.1 $28.8 $29.1 $47.7 2014 2015 2016 2017 2018 2019 2020 LTM 9/30/21 ($ billions) Commissions and Other Brokerage Income – Existing Home Sales Commissions and Other Brokerage Income – Development Marketing Property Management Other Ancillary Services 6
Douglas Elliman’s Geographical Footprint ~6,600 affiliated agents across ~100 offices in the U.S. Alliance with Knight Frank provides an international network of ~500 offices across ~60 countries and ~19,000 agents #6 Nationally One of the Largest in New York California(3) Colorado(2) Texas Florida(5) New York City New York New Jersey Massachusetts Connecticut GTV: $6.4b Market Share: 6.0% GTV: $1.1b Market Share: 27.7% Entered Market in 2021 GTV: $12.6b Market Share: 21.5% New York City GTV: $12.9b Market Share: 21.9% NYC Metro(4) GTV: $9.2b Market Share: 19.8% Massachusetts(1) GTV: $377m Market Share: 7.3% Source: Miller Samuel reports. Note: Market share and rankings represent YTD 9/30/2021 based on gross transaction value (“GTV”). Figures based on transaction close date. GTV in each selected region represents LTM 9/30/2021. 1) Includes Boston. 2) Includes Aspen and Snowmass Village. 3) Includes Los Angeles (Westside and Downtown), Malibu, Malibu Beach, Orange County and San Diego County. 4) Includes Long Island, North Fork, Hamptons, Greenwich and Westchester County. 5) Includes Boca Raton / Highland Beach, Coral Gables, Delray Beach, Fort Lauderdale, Palm Beach Gardens, Jupiter, Manalapan, Miami, Palm Beach, St. Petersburg, Tampa, Wellington and West Palm Beach. 7
THE DOUGLAS ELLIMAN STORY 8
Investment Highlights Highly attractive dynamics in the U.S. residential real estate market Industry-leading brand name with a strong presence in most major U.S. luxury markets3 Cutting-edge technology supportive of agent recruitment, retention and productivity4 Strong platform for continued growth5 Attractive financial profile with significant operating leverage and balance sheet strength6 Comprehensive solution provides for multiple revenue streams and monetization of valuable agent relationships2 Experienced management team with substantial real estate expertise and a track record of driving growth7 1 9
1) Source: Mortgage Bankers Association – MBA Mortgage Finance Forecast October 2021. 2) Source: Board of Governors of the Federal Reserve System (U.S.) – Households; Owners' Equity in Real Estate. Highly Attractive Dynamics in the U.S. Residential Real Estate Market Consistent Growth in New and Existing Home Sales and Increasing Home Ownership Rates(1) Sustained Period of Low Mortgage Rates Driving Home Sales(1) 5,341 5,334 5,678 6,074 6,423 615 688 828 797 969 5,956 6,022 6,506 6,871 7,392 2018 2019 2020 2021E 2022E Existing Home Sales New Home Sales (thousands) Since 1Q’20, U.S. homeowner equity has increased 17.6% to approximately $23.6 trillion(2) 1,209 1,225 1,482 1,587 1,725 4.5% 3.9% 2.8% 3.1% 4.0% 2018 2019 2020 2021E 2022E Mortgage Originations (Purchase) 30-Year Fixed Mortgage Rate Increased Mobility Coming out of COVID-19 Remote Work Flexibility Increased Demand for Greater Space Increased Demand for Second Homes ($ billions) 10
4.9% 4.9% 9.1% 14.7% 2.8% 2018 2019 2020 2021E 2022E 1) Source: National Association of Realtors – 2021 Home Buyers and Sellers Generational Trends Report. 2) Source: National Association of Realtors – November 2021 Economic Outlook. Represents existing home price appreciation. Highly Attractive Dynamics in the U.S. Residential Real Estate Market (Cont.) Positive Demographics as Millennials are Entering the Housing Market in Larger Numbers(1) Significant Home Price Appreciation(2) Benefiting from aforementioned increased demand as well as supply constraints given record low inventories 2% 37% 42% 14% 5% Gen Z Millenials Gen X Baby Boomers Silent Generation (% of home buyers) Agents Play a Critical Role in Residential Real Estate • ~90% of real estate transactions involve the use of agents, highlighting the central role they continue to play 11
Comprehensive Solution Provides for Multiple Revenue Streams and Monetization of Valuable Agent Relationships • Agents are able to generate significant repeat business from clients and referrals – 67% of home sellers and 60% of home buyers in 2020 chose to work with an agent they had used in the past or through a referral, according to NAR • Repeat business, as well the ability to provide ancillary services, allows agents to extend their client relationships and generate significant lifetime value • Advising Sellers: – Assist in pricing a property and preparing it for sale, advertising, showing to prospective buyers and negotiating terms of sale and closing transaction • Advising Buyers: – Locating / showing properties and assisting in negotiating terms of sale and closing transaction • DEDM offers expertise in sales, leasing and marketing for new developments throughout key markets in the United States and internationally • Drawing upon decades of experience and market-specific knowledge, offers a multidisciplinary approach that includes comprehensive in-house research, planning and design, marketing and sales • Management of cooperative, condominium and rental apartment buildings • Provides a full range of fee-based management services for ~360 properties representing ~56,500 units in New York City, Nassau County, Long Island City and Westchester County • Acts in the capacity of a title insurance agent and sells title insurance to property buyers and mortgage lenders • Leading escrow services provider in select markets including holding escrow funds trust account, delivering documents for property recording and releasing funds to the seller and appropriate parties Residential Real Estate Brokerage New Sales and Development Marketing Platform Residential Property Management Services Title Insurance & Escrow Services Mortgage Services • In April 2021, Douglas Elliman acquired a 50% interest in Clear Path Mortgage, which will originate mortgage loans, including both purchase and refinancing transactions in select markets • Clear Path Mortgage will originate and market its mortgage lending services to real estate agents across Douglas Elliman’s Florida market as well as a broad consumer audience 12
Industry-leading Brand and Thought Leadership 1) Select examples. Marquee Douglas Elliman Brand Synonymous with Luxury “Report of Record” Miller Samuel Reports Leading Voice in Real Estate Across All Markets in Which We Operate • Our Miller Samuel Reports are considered the “report of record” within each market covered and contain a number of innovations, introducing many “firsts” that have been largely adopted by competitors • Douglas Elliman’s reach and ad-value significantly exceed peers • We are #1 in 10 regions including NYC, Florida and LA County H1 2021 Media Reports(1) New York Florida 13
YTD Average(5): $1,598 Large and Growing Presence in Most Major U.S. Luxury Markets $1,281 $1,048 $602 $574 $553 $492 $438 $388 $302 $253 Douglas Elliman Compass William Raveis Redfin Realogy @properties HomeServices of America HomeSmart eXp Realty Hanna Holdings Highest Transaction Values in the Industry(3) Average Selling Price (2020)(4) ($ thousands) Leading Presence in Large Luxury Markets ✓ Markets are primarily international finance and technology hubs that are densely populated and offer inventory at premium prices ✓ Large national presence augmented by alliance with Knight Frank, providing an international network of ~500 offices across ~60 countries and ~19,000 agents ✓ Gaining share in several luxury markets including New York, Florida, California, Texas and Colorado, among others ✓ Douglas Elliman is the 6th largest brokerage nationally and one of the largest in New York by sales volume 19% 20% 11% 1% 22% 0% 22% 20% 21% 6% 28% 7% NYC NYC Metro Florida California Colorado Boston 2017 YTD 9/30/2021 Market Share by Volume(1) (2) 1) Source: Miller Samuel reports. 2) Includes Long Island, North Fork, Hamptons, Greenwich and Westchester County. 3) Source: RealTrends. 4) Represents average selling price for top 10 residential real estate brokerage firms by volume. 5) Represents YTD average for period ended 9/30/2021. 14
Cutting-edge Technology Supportive of Agent Recruitment, Retention and Productivity Powered by industry leading technology capabilities developed by innovative PropTech leaders and start-ups • Premier, customizable, mobile-friendly and cloud-based agent portal that integrates all agent resources in one user-friendly suite • Fully mobile-friendly, allowing agents to manage their business anytime, anywhere and on any device, in coordination with Elliman Everywhere platform • AI integrated data assets that back automated and simplified agent workflows that incorporates expansive data-rich dashboards and reports StudioPro • Comprehensive platform which includes a customer relationship management system, digital transaction management and custom DIY marketing templates • Provides agents one place to manage their network, initiate marketing via email, social or print – and even close deals 15
* New Valley Ventures PropTech Investee Company MyDouglas | Complete Set of Capabilities Capabilities Solutions Artificial Intelligence (“AI”) and Predictive Analytics Team Management Agent Social Media • Learning Management System • MyDouglas Team Views • Team Deal Management Agent Brand Management VideoBolt – One-Click Video Creation/Virtual Tours • Elliman.com • Custom Property Websites Listing Management CMA • Home Valuation • MyDouglas – Listing Analytics • Digital Ad Campaigns • StudioPro – Open House Management • Regional Listings Insights Current Clients and Customers StudioPro – CRM • StudioPro – Email Marketing • StudioPro – Marketing Center Performance Analytics YTD Total GCI Deals and Volume Summary • Commission Check Tracking Deal Management StudioPro – Transaction Management • Title and Escrow Services • MLS Services – Collaborative Home Search • StudioPro – Listing Tour • Scheduling and Coordination • Digitized eSignature • eNotary service Post-Closing Client and Customer Stewardship Home Services • Client Portal • New Development Marketing • Digital Board Packages (NYC only) 16
Open Architecture Technology Infrastructure Benefits Agents and Minimizes Costs Open Architecture Technology Infrastructure, Kept State-of-the-art Through Strategic Investments in Early Stage PropTech Companies with Technology Purpose-built for the Real Estate Industry Key Benefits of Our Technology Strategy Recent PropTech Investments Platform build to enable enterprises to manage carbon footprint Rewards program which allows renters to earn points on payments Dashboard for real estate agents’ marketing, CRM and transaction management Platform that cuts out inefficiencies of home repairs White label client-facing digital concierge service Automated artificial intelligence platform to aid in home buying Benefits to Agents Benefits to Douglas Elliman • Access to a variety of platforms that cater to agents’ preferred way of doing business – Presented as one integrated platform • Cloud-native, plug & play modular infrastructure – Allows new features and functionality to be rolled out quickly with scalability and vendor optionality • Differentiated and early access to new technology • MyLearning platform enables agents and employees with online tools for growth and development • Better ROI than in-house development – In-house development is costly, takes longer to bring new tech to market and rarely generates the most cutting-edge solutions – Innovation best fostered in smaller, purpose-built technology firms that operate outside of large corporations • Valuation growth of break-through tech firms • Mission critical technology outsourced to best-in-class technology firms – Website hosting, agent portal, deal & listing management, marketing systems and back-office systems • Gain access to distribution network of ~6,600 agents nation-wide • Maintain independence and ability to scale and innovate at “start-up speed” • Incentivizes management of young firms to grow broadly, creating industry-wide solutions that go beyond the needs of just one brokerage Benefits to PropTech Firms 17
• Further grow leadership position in NY while entering and expanding into adjoining markets where the Douglas Elliman brand has strong awareness and brand equity, including Florida, California, Colorado and Texas • Disciplined regional expansion to protect our luxury brand and keep focus on premium markets • Opportunity to expand markets currently served by more than 50% in terms of annual transaction value Strong Platform for Continued Growth Continue Executing on DEDM Growth Strategy Expand Footprint into Adjoining Markets Expand Ancillary Services to Enhance Client Experience and Drive Growth • Highly successful hybrid platform of matching experienced new development experts with skilled brokerage professionals provides differentiated expertise and real-time market intelligence to clients • Strong pipeline provides clear path to significant growth in near-term and expansion into new markets (e.g., Texas) provides exciting opportunities for medium to long term growth • Strong momentum following COVID-driven disruption in 2020 • Technology to be key differentiator in terms of adoption by agents, delivery to clients and disruption of traditional business models $50.9 $64.3 $72.9 $47.4 $34.4 $66.7 2017 2018 2019 2020 YTD 9/30/20 YTD 9/30/21 DEDM Revenue ($ millions) Negative COVID-19 Impact Ancillary Offerings Current Future Renovation Capital Fundraising for Developers Escrow Title Insurance Staging Mortgage Services Security Home Services Market Expansion Opportunity Less than $4bn $4bn - $16bn Greater than $16bn Austin Charleston Clearwater Dallas Denver Jacksonville Las Vegas Nashville Raleigh-Durham Charlotte Sacramento County Salt Lake City San Antonio San Francisco Santa Fe Scottsdale St. Petersburg Tampa Annual Transaction Value 18 markets representing $180bn of Combined Annual Transaction Value(1) 1) Source: Miller Samuel reports. Aggregate annual transaction volume based on 3Q’21 annualized figures for selected growth regions. 18
California Texas Florida Overview • Purchased Teles Properties in 2017 • Purchased interest in Texas brokerage in 2021 • High profile recruitment of team in Naples in 2021 Benefits to Douglas Elliman • Ability to expand in southern California’s luxury markets, such as Beverly Hills, Newport and Brentwood • Added over $65M Gross Commission Income (“GCI”) and ~600 agents in over 20 offices • Ability to expand in luxury markets in Texas such as Houston and Dallas both in residential sales and new development marketing • Added over $30M GCI and ~180 in agents in 4 offices • Ability to expand in luxury markets in southwest Florida • Added ~$10M GCI Strong Platform for Continued Growth (Cont.) Continue to Recruit Best-in- class Agents Opportunistically Pursue Acquisitions and Aqui-hires 89% 91% 90% 2018 2019 2020 1) Retention, in any particular period, is calculated as the quotient of the prior year revenue generated by agents retained in the subject year period divided by the prior year period revenue generated by all agents, whether or not retained. We use retention as a measure of the stability of the agents that are on the Douglas Elliman platform. • We will continue to seek through M&A attractive groups of agents from core and adjacent markets that fit with our brand and accelerate our growth • Potential to use our publicly listed stock as consideration Retention(1) 87% of LTM Revenue comes from agents with >3 years of tenure In 2019 and 2020, average retained agent was ~2.5x to ~3.0x more productive than attrited agents Recruitment of Star Agents High profile recruitmentHigh retention Long-tenured agents 19
$218.3 $192.6 $35.5 $54.7 $253.7 $247.3 2019 LTM 9/30/21 Other OpEx Activity-driven OpEx Strong Platform for Continued Growth (Cont.) Invest in Compelling PropTech Opportunities that Facilitate Growth and Differentiation Relentlessly Pursue Operational Efficiencies • Grow New Valley Ventures and create a portfolio of start-ups that, through our investment relationship, have access to our operating businesses/distribution, as well as our know-how and experience, to grow their own businesses, while also propelling our growth and competitive differentiation • Invest strategically in early-stage PropTech companies that equip our stakeholders with early and differentiated access to cutting-edge and industry-leading technology built in entrepreneurial environments • Enable us to benefit from potential adjacent revenue streams and valuation growth of breakthrough tech firms • Focus on efficiency to continue following recent expense reduction initiatives – $26 million of expense savings realized from 2019 to LTM 9/30/2021(2) • Expense discipline a top priority as we seek benefits of operating leverage accompanying future growth Operating Expenses(1) ($ millions) 1) Represents operating expenses, less depreciation & amortization, restructuring, and other one-time costs. 2) Represents other operating expenses. 3) Discretionary compensation and advertising expenses (associated with level of business). (3) 20
DOUGLAS ELLIMAN FINANCIAL OVERVIEW 21
Attractive Financial Profile 1) Pro forma for transaction adjustments. Disciplined expense management drive significant operating leverage Strong performance across KPIs with impressive revenue growth Healthy margins and limited CapEx requirements drive high cash flow conversion, supporting future growth initiatives and shareholder dividends Strong balance sheet with $200 million of net cash(1) 22
Summary of KPIs Principal Agents(1) Transactions Gross Transaction Value Average Transaction Value 22,990 23,479 22,686 30,850 4.4 4.3 4.4 6.0 2018 2019 2020 LTM 9/30/21 Transactions Transactions per Avg. Principal Agent $28.1b $28.8b $29.1b $47.7b $5.4m $5.3m $5.6m $9.2m 2018 2019 2020 LTM 9/30/21 Gross Transaction Value Gross Transaction Value per Avg. Principal Agent ($ thousands) $1,222.4 $1,226.9 $1,281.2 $1,544.7 2018 2019 2020 LTM 9/30/21 5,099 147 5,498 5,370 4,996 5,246 2018 2019 2020 9/30/21 1) Principal agents are defined as agents who are either leaders of their respective agent teams or individual agents operating independently on our platform. Metric is a point-in-time figure. Excludes referral agents. 2) Represents principal agents added as part of Douglas Elliman Texas acquisition in August 2021. 3) Average of beginning and ending period principal agents. Excludes Texas agents. (3) (3) (2) 23
$253.7 $258.8 $227.0 $352.9 2018 2019 2020 LTM 9/30/21 Financial Summary Note: See appendix for Adjusted EBITDA reconciliation. 1) Defined as total revenues less real estate commissions. Revenue Gross Profit(1) Adjusted EBITDA Capital Expenditures ($ millions) $754.1 $784.1 $774.0 $1,286.4 2018 2019 2020 LTM 9/30/21 $13.0 $8.1 $6.1 $3.7 2018 2019 2020 LTM 9/30/21 $12.3 $5.2 $22.1 $106.1 1.6% 0.7% 2.8% 8.2% 2018 2019 2020 LTM 9/30/21 Adj. EBITDA Adj. EBITDA Margin 24
Income Statement Year Ended December 31, Nine Months Ended September 30, Twelve Months Ended September 30, 2018 2019 2020 2020 2021 2021 Revenues: Commissions and other brokerage income $715,458 $742,414 $733,751 $477,720 $974,048 $1,230,079 Property management 33,350 35,461 35,115 26,195 28,289 37,209 Other ancillary services 5,281 6,233 5,121 2,611 16,575 19,085 Total revenues $754,089 $784,108 $773,987 $506,526 $1,018,912 $1,286,373 Expenses: Real estate agent commissions $500,369 $525,233 $546,948 351,325 737,767 $933,390 Sales and marketing 72,419 76,897 64,097 40,649 59,331 82,779 Operations and support 70,957 65,044 49,895 35,809 56,697 70,783 General and administrative 91,682 96,540 76,134 62,275 64,481 78,340 Technology 8,799 15,236 14,858 11,137 11,302 15,023 Depreciation and amortization 8,364 8,638 8,537 6,405 6,409 8,541 Loss on sale of assets - - 1,169 - - 1,169 Litigation settlement and judgment ($2,468) - - - - - Impairments of goodwill and intangible assets - - 58,252 58,252 - - Restructuring expenses - - 3,382 3,281 - 101 Operating (loss) income $3,967 ($3,480) ($49,285) ($62,607) $82,925 $96,247 Other income: Interest income $387 $600 $190 $148 $65 $107 Equity in earnings from equity-method investments 1,243 8,472 30 (196) (118) 108 Change in fair value of contingent liability - 3,157 2,149 2,082 (3,252) (3,185) Investment income - 64 588 - 566 1,154 Income (loss) income before provision for income taxes $5,597 $8,813 ($46,328) ($60,573) $80,186 $94,431 Income tax (benefit) expense 400 354 44 (168) 1,656 1,868 Net (loss) income $5,197 $8,459 ($46,372) ($60,405) $78,530 $92,563 Net income attributed to non-controlling interest ($1,528) - - - 120 120 Net (loss) income attributed to Douglas Elliman, Inc. $3,669 $8,459 ($46,372) ($60,405) $78,650 $92,683 ($ thousands) 25
Balance Sheet December 31, December 31, September 30, 2019 2020 2021 ASSETS: Current assets: Cash and cash equivalents $71,485 $94,421 $158,804 Receivables 21,308 24,377 26,531 Income taxes receivable, net 162 - - Agent receivables, net 5,115 7,346 11,127 Restricted cash and cash equivalents 4,423 10,374 12,548 Other current assets 15,749 11,847 9,512 Total current assets $118,242 $148,365 $218,522 Property, plant and equipment, net 47,919 42,703 40,132 Operating lease right-of-use assets 137,452 133,103 124,797 Long-term investments at fair value - - 3,566 Contract assets, net 18,443 24,002 28,688 Goodwill 78,008 31,756 32,571 Intangible assets, net 80,474 68,310 74,619 Equity-method investments 1,667 1,412 2,790 Other assets 6,402 4,331 8,755 Total assets $488,607 $453,982 $534,440 LIABILITIES AND NET INVESTMENT: Current liabilities: Current portion of notes payable and other obligations $10,063 $12,500 $12,526 Current operating lease liabilities 15,692 23,753 22,503 Income taxes payable, net - 17 1,143 Accounts payable 3,066 6,337 8,228 Commissions payable 18,378 25,615 25,648 Accrued salaries and benefits 13,325 12,038 23,293 Contract liabilities 9,358 7,633 5,843 Other current liabilities 13,683 11,756 20,200 Total current liabilities $83,565 $99,649 119,384 Notes payable and other obligations less current portion 20,000 12,920 3,309 Deferred income taxes, net 277 143 143 Non-current operating lease liability 145,873 143,296 131,923 Contract liabilities 29,045 32,104 38,734 Other liabilities 5,564 2,280 4,250 Total liabilities $284,324 $290,392 $297,743 Commitments and contingencies - Net investment: - Parent’s net investment $204,283 $163,590 234,817 Non-controlling investment - - 1,880 Total net investment - - 236,697 Total liabilities and net investment $488,607 $453,982 $534,440 ($ thousands) 26
Investment Highlights Cutting-edge property technology supportive of agent recruitment, retention and productivity Strong platform for continued growth Highly attractive dynamics in the U.S. residential real estate market Experienced management team with substantial real estate expertise and a track record of driving growth Attractive financial profile with significant operating leverage and balance sheet strength Comprehensive solution provides for multiple revenue streams and monetization of valuable agent relationships Industry-leading brand name with a strong presence in most major U.S. luxury markets Unique Investment Opportunity in Tech-Enabled Residential Real Estate Brokerage with Comprehensive Suite of Real Estate Solutions, Industry-leading Brand Name and Talented Team of Employees and Agents 27
APPENDIX 28
1) Represents equity in (earnings) losses recognized from Douglas Elliman’s investment in an equity method investment that is accounted for under the equity method and is not consolidated in Douglas Elliman’s financial results. 2) Represents restructuring related to Douglas Elliman Realty, LLC’s realignment of administrative support functions, office locations and business model. 3) Represents non-cash intangible asset impairment charges related to the goodwill and trademark of Douglas Elliman Realty, LLC. Adjusted EBITDA Reconciliation Year Ended December 31, Nine Months Ended September 30, Twelve Months Ended September 30, 2018 2019 2020 2020 2021 2021 Net income (loss) $5,197 $8,459 ($46,372) ($60,405) $78,650 $92,683 Interest income, net (387) (600) (190) (148) (65) (107) Income tax expense (benefit) 400 354 44 (168) 1,656 1,868 Depreciation and amortization 8,364 8,638 8,537 6,405 6,409 8,541 Equity in (earnings) losses from equity method investments(1) (1,243) (8,472) 225 196 118 147 Restructuring(2) - - 3,382 3,281 - 101 Loss on disposal of assets - - 1,169 - - 1,169 Impairments of goodwill and other intangible assets(3) - - 58,252 58,252 - - Change in fair value of contingent liability - (3,157) (2,149) (2,082) 3,252 3,185 Other, net - (64) (843) - (686) (1,529) Adjusted EBITDA $12,331 $5,158 $22,055 $5,331 $89,334 $106,058 ($ thousands) 29