Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Aug. 05, 2019 | |
Cover page. | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2019 | |
Document Transition Report | false | |
Entity Registrant Name | VECTOR GROUP LTD | |
Entity Central Index Key | 0000059440 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Incorporation, State or Country Code | DE | |
Entity File Number | 1-5759 | |
Entity Tax Identification Number | 65-0949535 | |
Entity Address, Address Line One | 4400 Biscayne Boulevard | |
Entity Address, City or Town | Miami | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33137 | |
City Area Code | 305 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Local Phone Number | 579-8000 | |
Title of 12(b) Security | Common stock, par value $0.10 per share | |
Trading Symbol | VGR | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 140,752,974 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 323,861 | $ 584,581 |
Investment securities at fair value | 135,100 | 131,569 |
Accounts receivable - trade, net | 44,347 | 34,246 |
Inventories | 96,934 | 90,997 |
Other current assets | 38,251 | 30,828 |
Total current assets | 638,493 | 872,221 |
Property, plant and equipment, net | 84,262 | 86,736 |
Investments in real estate, net | 27,212 | 26,220 |
Long-term investments (of which $53,175 and $54,628 were carried at fair value) | 63,814 | 66,259 |
Investments in real estate ventures | 144,766 | 141,105 |
Operating lease right of use assets | 135,134 | |
Goodwill and other intangible assets, net | 266,082 | 266,611 |
Other assets | 95,397 | 90,352 |
Total assets | 1,455,160 | 1,549,504 |
Current liabilities: | ||
Current portion of notes payable and long-term debt | 250,659 | 256,134 |
Current portion of fair value of derivatives embedded within convertible debt | 17,287 | 6,635 |
Current payments due under the Master Settlement Agreement | 85,651 | 36,561 |
Income taxes payable, net | 8,345 | 5,252 |
Current operating lease liability | 20,339 | |
Other current liabilities | 175,786 | 180,338 |
Total current liabilities | 558,067 | 484,920 |
Notes payable, long-term debt and other obligations, less current portion | 1,180,151 | 1,386,697 |
Fair value of derivatives embedded within convertible debt | 0 | 24,789 |
Non-current employee benefits | 62,101 | 61,288 |
Deferred income taxes, net | 41,465 | 37,411 |
Non-current operating lease liability | 139,729 | |
Payments due under the Master Settlement Agreement | 17,275 | 16,383 |
Other liabilities | 63,068 | 85,382 |
Total liabilities | 2,061,856 | 2,096,870 |
Commitments and contingencies (Note 9) | ||
Stockholders' deficiency: | ||
Preferred stock, par value $1.00 per share, 10,000,000 shares authorized | 0 | 0 |
Common stock, par value $0.10 per share, 250,000,000 shares authorized,140,953,900 and 140,914,642 shares issued and outstanding | 14,095 | 14,092 |
Accumulated deficit | (597,786) | (542,169) |
Accumulated other comprehensive loss | (23,493) | (19,982) |
Total Vector Group Ltd. stockholders' deficiency | (607,184) | (548,059) |
Non-controlling interest | 488 | 693 |
Total stockholders' deficiency | (606,696) | (547,366) |
Total liabilities and stockholders' deficiency | $ 1,455,160 | $ 1,549,504 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Stockholders' deficiency: | ||
Long-term investments, fair value | $ 53,175 | $ 54,628 |
Preferred stock, par value (in dollars per share) | $ 1 | $ 1 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Common stock, par value (in dollars per share) | $ 0.10 | $ 0.10 |
Common stock, shares authorized (in shares) | 250,000,000 | 250,000,000 |
Common stock, shares issued (in shares) | 140,953,900 | 140,914,642 |
Common stock, shares outstanding (in shares) | 140,953,900 | 140,914,642 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | ||
Revenues: | |||||
Total revenues | $ 538,432 | $ 481,488 | $ 959,356 | $ 910,454 | |
Cost of sales: | |||||
Total cost of sales | 368,174 | 332,766 | 654,194 | 627,041 | |
Operating, selling, administrative and general expenses | 93,359 | 86,336 | 185,673 | 175,412 | |
Litigation settlement and judgment expense (income) | 655 | 525 | 655 | (1,944) | |
Operating income | 76,244 | 61,861 | 118,834 | 109,945 | |
Other income (expenses): | |||||
Interest expense | (32,753) | (48,421) | (70,273) | (94,368) | |
Change in fair value of derivatives embedded within convertible debt | 3,788 | 10,717 | 14,137 | 21,284 | |
Equity in earnings (losses) from real estate ventures | 6,391 | (2,112) | 3,952 | (8,672) | |
Other, net | 3,096 | 9,711 | 11,898 | 9,179 | |
Income before provision for income taxes | 56,766 | 31,756 | 78,548 | 37,368 | |
Income tax expense | 17,459 | 12,760 | 24,208 | 14,708 | |
Net income | 39,307 | 18,996 | 54,340 | 22,660 | |
Net (income) loss attributed to non-controlling interest | 0 | (1,178) | (80) | 2,369 | |
Net income attributed to Vector Group Ltd. | $ 39,307 | $ 17,818 | $ 54,260 | $ 25,029 | |
Per basic common share: | |||||
Net income applicable to common shares attributed to Vector Group Ltd. (in dollars per share) | $ 0.27 | $ 0.12 | $ 0.36 | $ 0.15 | |
Per diluted common share: | |||||
Net income applicable to common shares attributed to Vector Group Ltd. (in dollars per share) | $ 0.27 | $ 0.12 | $ 0.35 | $ 0.15 | |
Tobacco | |||||
Revenues: | |||||
Total revenues | [1] | $ 294,501 | $ 274,833 | $ 551,257 | $ 541,949 |
Cost of sales: | |||||
Total cost of sales | [1] | 204,461 | 192,761 | 381,764 | 377,723 |
Litigation settlement and judgment expense (income) | 525 | 525 | |||
Real estate | |||||
Revenues: | |||||
Total revenues | 243,931 | 206,655 | 408,099 | 368,505 | |
Cost of sales: | |||||
Total cost of sales | 163,713 | $ 140,005 | 272,430 | $ 249,318 | |
Litigation settlement and judgment expense (income) | $ 655 | $ 655 | |||
[1] | Revenues and cost of sales include federal excise taxes of $119,943 , $115,970 , $224,576 , and $228,771 , respectively. |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Income Statement [Abstract] | ||||
Tax portion of revenues and cost of goods sold | $ 119,943 | $ 115,970 | $ 224,576 | $ 228,771 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 39,307 | $ 18,996 | $ 54,340 | $ 22,660 |
Net unrealized gains (losses) on investment securities available for sale: | ||||
Change in net unrealized gains (losses) | 346 | (230) | 723 | (922) |
Net unrealized (gains) losses reclassified into net income | (4) | 229 | (37) | 824 |
Net unrealized gains (losses) on investment securities available for sale | 342 | (1) | 686 | (98) |
Net change in pension-related amounts | ||||
Amortization of loss | 491 | 441 | 948 | 883 |
Net change in pension-related amounts | 491 | 441 | 948 | 883 |
Other comprehensive income | 833 | 440 | 1,634 | 785 |
Income tax effect on: | ||||
Change in net unrealized gains (losses) on investment securities | (94) | 63 | (198) | 252 |
Net unrealized (gains) losses reclassified into net income on investment securities | 1 | (63) | 10 | (226) |
Pension-related amounts | (135) | (121) | (260) | (242) |
Income tax provision on other comprehensive income | (228) | (121) | (448) | (216) |
Other comprehensive income, net of tax | 605 | 319 | 1,186 | 569 |
Comprehensive income | 39,912 | 19,315 | 55,526 | 23,229 |
Comprehensive loss (income) attributed to non-controlling interest | 0 | (1,178) | (80) | 2,369 |
Comprehensive income attributed to Vector Group Ltd. | $ 39,912 | $ 18,137 | $ 55,446 | $ 25,598 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Stockholders' Deficiency - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Beginning Balance (in shares) | 140,914,642 | ||||
Beginning Balance | $ (590,101) | $ (394,219) | $ (547,366) | $ (331,760) | |
Impact of adoption of new accounting standards | (1,550) | (12,857) | |||
Net income | 39,307 | 18,996 | 54,340 | 22,660 | |
Total other comprehensive income | 605 | 319 | 1,186 | 569 | |
Distributions and dividends on common stock | (58,797) | (55,912) | (117,574) | (111,812) | |
Restricted stock grant | 0 | 0 | 0 | 0 | |
Effect of stock dividend | 0 | 0 | [1] | ||
Surrender of shares in connection with restricted stock vesting | (48) | (221) | |||
Stock-based compensation | $ 2,338 | 2,456 | 4,774 | 4,840 | |
Distributions to non-controlling interest | (359) | $ (285) | (359) | ||
Ending Balance (in shares) | 140,953,900 | 140,953,900 | |||
Ending Balance | $ (606,696) | $ (428,719) | $ (606,696) | $ (428,719) | |
Common Stock | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Beginning Balance (in shares) | 140,899,065 | 134,365,424 | 140,914,642 | 134,365,424 | |
Beginning Balance | $ 14,090 | $ 13,437 | $ 14,092 | $ 13,437 | |
Restricted stock grant (in shares) | 60,000 | 31,666 | 60,000 | 31,666 | |
Restricted stock grant | $ 6 | $ 3 | $ 6 | $ 3 | |
Effect of stock dividend (in shares) | 6,719,855 | 6,719,855 | [1] | ||
Effect of stock dividend | $ 672 | $ 672 | [1] | ||
Surrender of shares in connection with restricted stock vesting (in shares) | (5,165) | (20,742) | |||
Surrender of shares in connection with restricted stock vesting | $ (1) | $ (3) | |||
Ending Balance (in shares) | 140,953,900 | 141,116,945 | 140,953,900 | 141,116,945 | |
Ending Balance | $ 14,095 | $ 14,112 | $ 14,095 | $ 14,112 | |
Additional Paid-in Capital | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Beginning Balance | 0 | 0 | 0 | 0 | |
Distributions and dividends on common stock | (2,285) | (2,453) | (4,550) | (4,837) | |
Restricted stock grant | (6) | (3) | (6) | (3) | |
Surrender of shares in connection with restricted stock vesting | (47) | (218) | |||
Stock-based compensation | 2,338 | 2,456 | 4,774 | 4,840 | |
Ending Balance | 0 | 0 | 0 | 0 | |
Accumulated Deficit | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Beginning Balance | (580,581) | (459,996) | (542,169) | (414,785) | |
Impact of adoption of new accounting standards | 3,147 | 1,094 | |||
Net income | 39,307 | 17,818 | 54,260 | 25,029 | |
Distributions and dividends on common stock | (56,512) | (53,459) | (113,024) | (106,975) | |
Effect of stock dividend | (672) | (672) | [1] | ||
Ending Balance | (597,786) | (496,309) | (597,786) | (496,309) | |
AOCI Attributable to Parent | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Beginning Balance | (24,098) | (18,357) | (19,982) | (12,571) | |
Impact of adoption of new accounting standards | (4,697) | (6,036) | |||
Total other comprehensive income | 605 | 319 | 1,186 | 569 | |
Ending Balance | (23,493) | (18,038) | (23,493) | (18,038) | |
Non-controlling Interest | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Beginning Balance | 488 | 70,697 | 693 | 82,159 | |
Impact of adoption of new accounting standards | (7,915) | ||||
Net income | 1,178 | 80 | (2,369) | ||
Distributions to non-controlling interest | (359) | (285) | (359) | ||
Ending Balance | $ 488 | $ 71,516 | $ 488 | $ 71,516 | |
[1] | Represents the effect of the September 27, 2018 stock dividend on the second quarter 2018 common-stock activity. |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Stockholders' Deficiency (Parenthetical) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Statement of Stockholders' Equity [Abstract] | ||||
Distributions and dividends on common stock (in dollars per share) | $ 0.40 | $ 0.38 | $ 0.80 | $ 0.76 |
Condensed Consolidated Statem_6
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Statement of Cash Flows [Abstract] | ||
Net cash provided by operating activities | $ 98,102 | $ 122,426 |
Cash flows from investing activities: | ||
Sale of investment securities | 12,942 | 2,647 |
Maturities of investment securities | 28,610 | 10,598 |
Purchase of investment securities | (44,222) | (12,402) |
Investments in real estate ventures | (21,908) | (4,343) |
Distributions from investments in real estate ventures | 23,200 | 27,134 |
Increase in cash surrender value of life insurance policies | (789) | (809) |
Decrease in restricted assets | 668 | 262 |
Proceeds from sale of fixed assets | 8 | 0 |
Capital expenditures | (6,320) | (8,616) |
Repayments of notes receivable | 0 | 32 |
Purchase of subsidiaries | (668) | (403) |
Pay downs of investment securities | 545 | 928 |
Investments in real estate, net | (1,153) | (1,009) |
Net cash (used in) provided by investing activities | (9,087) | 14,019 |
Cash flows from financing activities: | ||
Deferred financing costs | (33) | 0 |
Repayments of debt | (230,771) | (987) |
Borrowings under revolver | 172,224 | 134,310 |
Repayments on revolver | (169,727) | (137,877) |
Dividends and distributions on common stock | (118,748) | (112,462) |
Distributions to non-controlling interest | (285) | (359) |
Net cash used in financing activities | (347,340) | (117,375) |
Net (decrease) increase in cash, cash equivalents and restricted cash | (258,325) | 19,070 |
Cash, cash equivalents and restricted cash, beginning of period | 591,729 | 310,937 |
Cash, cash equivalents and restricted cash, end of period | $ 333,404 | $ 330,007 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a) Basis of Presentation : The condensed consolidated financial statements of Vector Group Ltd. (the “Company” or “Vector”) include the accounts of Liggett Group LLC (“Liggett”), Vector Tobacco Inc. (“Vector Tobacco”), Liggett Vector Brands LLC (“Liggett Vector Brands”), New Valley LLC (“New Valley”) and other less significant subsidiaries. New Valley includes the accounts of Douglas Elliman Realty, LLC (“Douglas Elliman”) and other less significant subsidiaries. All significant intercompany balances and transactions have been eliminated. Liggett and Vector Tobacco are engaged in the manufacture and sale of cigarettes in the United States. Liggett Vector Brands coordinates Liggett and Vector Tobacco’s sales and marketing efforts. Certain references to “Liggett” refer to the Company’s tobacco operations, including the business of Liggett and Vector Tobacco, unless otherwise specified. New Valley is engaged in the real estate business. The unaudited, interim condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and, in management’s opinion, contain all adjustments, consisting only of normal recurring items, necessary for a fair statement of the results for the periods presented. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 filed with the Securities and Exchange Commission (“SEC”). The consolidated results of operations for interim periods should not be regarded as necessarily indicative of the results that may be expected for the entire year. (b) Distributions and Dividends on Common Stock : The Company records distributions on its common stock as dividends in its condensed consolidated statement of stockholders’ deficiency to the extent of retained earnings. Any amounts exceeding retained earnings are recorded as a reduction to additional paid-in capital to the extent paid-in-capital is available and then to accumulated deficit. The Company’s stock dividends are recorded as stock splits and given retroactive effect to earnings per share for all periods presented. (c) Earnings Per Share (“EPS”) : Information concerning the Company’s common stock has been adjusted to give retroactive effect to the 5% stock dividend distributed to Company stockholders on September 27, 2018 . All per share amounts and references to share amounts have been updated to reflect the retrospective effect of the stock dividend. Net income for purposes of determining basic EPS was as follows: Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 Net income attributed to Vector Group Ltd. $ 39,307 $ 17,818 $ 54,260 $ 25,029 Income attributed to participating securities (2,027 ) (1,692 ) (4,029 ) (3,464 ) Net income applicable to common shares attributed to Vector Group Ltd. $ 37,280 $ 16,126 $ 50,231 $ 21,565 Net income for purposes of determining diluted EPS was as follows: Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 Net income attributed to Vector Group Ltd. $ 39,307 $ 17,818 $ 54,260 $ 25,029 Income attributable to 7.5% Variable Interest Senior Convertible Notes — — (1,246 ) — Income attributed to participating securities (2,027 ) (1,692 ) (4,029 ) (3,464 ) Net income applicable to common shares attributed to Vector Group Ltd. $ 37,280 $ 16,126 $ 48,985 $ 21,565 Basic and diluted EPS were calculated using the following common shares: Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 Weighted-average shares for basic EPS 139,532,405 139,301,817 139,514,592 139,295,176 Plus incremental shares related to convertible debt — — 1,380,717 — Plus incremental shares related to stock options and non-vested restricted stock 11,507 335,827 13,564 336,287 Weighted-average shares for diluted EPS 139,543,912 139,637,644 140,908,873 139,631,463 The following non-vested restricted stock and shares issuable upon the conversion of convertible debt were outstanding during the three and six months ended June 30, 2019 and 2018 , but were not included in the computation of diluted EPS because the impact of the per share expense associated with the restricted stock were greater than the average market price of the common shares during the respective periods and the common shares issuable under the convertible debt were anti-dilutive to EPS. Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 Weighted-average shares of non-vested restricted stock 1,340,781 — 1,340,781 — Weighted-average expense per share $ 18.82 $ — $ 18.82 $ — Weighted-average number of shares issuable upon conversion of debt 10,901,963 28,819,626 10,901,963 28,819,626 Weighted-average conversion price $ 21.28 $ 16.96 $ 21.28 $ 16.96 (d) Fair Value of Derivatives Embedded within Convertible Debt : The Company has estimated the fair value of the embedded derivatives based principally on the results of a valuation model. A readily determinable fair value of the embedded derivatives is not available. The estimated fair value of the derivatives embedded within the convertible debt is based principally on the present value of future dividend payments expected to be received by the convertible debt holders over the term of the debt. The discount rate applied to the future cash flows is estimated based on a spread in the yield of the Company’s debt when compared to risk-free securities with the same duration. The valuation model assumes future dividend payments by the Company and utilizes interest rates and credit spreads for secured to unsecured debt, unsecured to subordinated debt and subordinated debt to preferred stock to determine the fair value of the derivatives embedded within the convertible debt. The valuation also considers other items, including current and future dividends and the volatility of Vector’s stock price. At June 30, 2019 , the range of estimated fair values of the Company’s embedded derivatives was between $17,221 and $17,355 . The Company recorded the fair value of its embedded derivatives at the approximate midpoint of the range at $17,287 as of June 30, 2019 . At December 31, 2018 , the range of estimated fair values of the Company’s embedded derivatives was between $31,371 and $31,519 . The Company recorded the fair value of its embedded derivatives at the midpoint of the range at $31,424 as of December 31, 2018 . The estimated fair value of the Company’s embedded derivatives could change significantly based on future market conditions. (See Note 8 .) (e) Investments in Real Estate Ventures: In accounting for its investments in real estate ventures, the Company identified its participation in Variable Interest Entities (“VIE”), which are defined as (a) entities in which the equity investment at risk is not sufficient to finance its activities without additional subordinated financial support; (b) as a group, the equity investors at risk lack (1) the power to direct the activities of a legal entity that most significantly impact the entity’s economic performance, (2) the obligation to absorb the expected losses of the entity, or (3) the right to receive the expected residual returns of the entity; or (c) as a group, the equity investors have voting rights that are not proportionate to their economic interests and the entity’s activities involve or are conducted on behalf of an investor with a disproportionately small voting interest. The Company’s interest in VIEs is primarily in the form of equity ownership. The Company examines specific criteria and uses judgment when determining if the Company is the primary beneficiary of a VIE. Factors considered include risk and reward sharing, experience and financial condition of other partner(s), voting rights, involvement in day-to-day capital and operating decisions, representation on a VIE’s executive committee, existence of unilateral kick-out rights exclusive of protective rights or voting rights and level of economic disproportionality between the Company and its other partner(s). Accounting guidance requires the consolidation of VIEs in which the Company is the primary beneficiary. The guidance requires consolidation of VIEs that an enterprise has a controlling financial interest. A controlling financial interest will have both of the following characteristics: (a) the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance and (b) the obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. The Company’s maximum exposure to loss in its investments in unconsolidated VIEs is limited to its investment in the VIE, any unfunded capital commitments to the VIE, and, in some cases, guarantees in connection with debt on the specific project. The Company’s maximum exposure to loss in its investment in consolidated VIEs is limited to its investment, which is the carrying value of the investment net of the non-controlling interest. Creditors of the consolidated VIEs have no recourse to the general credit of the primary beneficiary. (f) Other, Net : Other, net consisted of: Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 Interest and dividend income $ 3,139 $ 2,145 $ 6,347 $ 4,067 Equity in (losses) earnings from investments (1,685 ) 4,813 (323 ) 5,975 Net gains (losses) recognized on investment securities 2,315 3,006 7,088 (333 ) Net periodic benefit cost other than the service costs (575 ) (254 ) (1,116 ) (507 ) Other (expense) income (98 ) 1 (98 ) (23 ) Other, net $ 3,096 $ 9,711 $ 11,898 $ 9,179 (g) Other Assets : Other assets consisted of: June 30, 2019 December 31, 2018 Restricted assets $ 6,327 $ 6,306 Prepaid pension costs 24,489 23,869 Other assets 64,581 60,177 Total other assets $ 95,397 $ 90,352 (h) Other Current Liabilities : Other current liabilities consisted of: June 30, 2019 December 31, 2018 Accounts payable $ 9,852 $ 13,144 Accrued promotional expenses 26,586 37,940 Accrued excise and payroll taxes payable, net 16,044 14,612 Accrued interest 32,375 38,673 Commissions payable 26,698 12,975 Accrued salary and benefits 21,231 30,228 Contract liabilities 8,159 — Allowance for sales returns 7,042 6,935 Other current liabilities 27,799 25,831 Total other current liabilities $ 175,786 $ 180,338 (i) Goodwill and Other Intangible Assets, Net : The components of “Goodwill and other intangible assets, net” were as follows: June 30, December 31, Goodwill $ 78,008 $ 77,568 Indefinite life intangibles: Intangible asset associated with benefit under the MSA 107,511 107,511 Trademark - Douglas Elliman 80,000 80,000 Intangibles with a finite life, net 563 1,532 Total goodwill and other intangible assets, net $ 266,082 $ 266,611 (i) Reconciliation of Cash, Cash Equivalents and Restricted Cash : The components of “Cash, cash equivalents and restricted cash” in the Statement of Cash Flows were as follows: June 30, December 31, Cash and cash equivalents $ 323,861 $ 584,581 Restricted cash and cash equivalents included in other current assets 5,086 2,697 Restricted cash and cash equivalents included in other assets 4,457 4,451 Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 333,404 $ 591,729 Amounts included in current restricted assets and non-current restricted assets represent cash and cash equivalents required to be deposited into escrow for bonds required to appeal adverse product liability judgments, amounts required for letters of credit related to office leases, and certain deposit requirements for banking arrangements. The restrictions related to the appellate bonds will remain in place until the appeal process has been completed. The restrictions related to the letters of credit will remain in place for the duration of the respective lease. The restrictions related to the banking arrangements will remain in place for the duration of the arrangement. (j) New Accounting Pronouncements : Accounting Standards Updates (“ASU”) adopted in 2019 : In July 2018, the FASB issued ASU No. 2018-09, Codification Improvements (“ASU 2018-09”). This standard does not prescribe any new accounting guidance, but instead makes minor improvements and clarifications of several different FASB Accounting Standards Codification areas based on comments and suggestions made by various stakeholders. Certain updates were applicable immediately while others were effective for the Company’s fiscal year beginning January 1, 2019. Adoption of this update did not have a material impact on the Company’s condensed consolidated financial statements. In February 2018, the FASB issued ASU No. 2018-02, Income Statement – Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income (“ASU 2018-02”), which allows for stranded tax effects in accumulated other comprehensive income resulting from the Tax Act to be reclassified to retained earnings. The Company adopted ASU 2018-02 effective January 1, 2019. The reclassification from the adoption of this standard resulted in a decrease of $4,697 to accumulated deficit and an increase of $4,697 to accumulated other comprehensive loss. In February 2016, the FASB issued ASU 2016-02, Leases (“ASU 2016-02”), which provides guidance for accounting for leases. ASU 2016-02 requires lessees to classify leases as either finance or operating leases and to record a right-of-use asset and a lease liability for all leases with a term greater than 12 months regardless of the lease classification. The lease classification will determine whether the lease expense is recognized based on an effective interest rate method or on a straight-line basis over the term of the lease. Accounting for lessors remains largely unchanged from current U.S. GAAP. In July 2018, the FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases and ASU 2018-11 “Leases (Topic 842): Targeted Improvements” (ASU 2018-11). ASU 2018-10 clarifies certain areas within ASU 2016-02. Prior to ASU 2018-11, a modified retrospective transition was required for financing or operating leases existing at or entered into after the beginning of the earliest comparative period presented in the financial statements. ASU 2018-11 allows entities an additional transition method to the existing requirements whereby an entity could adopt the provisions of ASU 2016-02 by recognizing a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption without adjustment to the financial statements for periods prior to adoption. ASU 2018-11 also allows a practical expedient that permits lessors to not separate non-lease components from the associated lease component if certain conditions are present. In December 2018, the FASB also issued ASU 2018-20, Leases (Topic 842): Narrow-Scope Improvements for Lessors, which requires lessors to exclude lessor costs paid directly to a third party by lessees from lease revenues and expenses, provides an election for lessors to exclude sales taxes and other similar taxes collected from lessees from consideration in the contract, and clarifies lessors accounting for variable payments related to lease and nonlease components. ASU 2016-02, ASU 2018-10, ASU 2018-11 and ASU 2018-20 was effective for the Company’s fiscal year beginning January 1, 2019 and subsequent interim periods. On January 1, 2019, the Company adopted ASU No. 2016-02- Leases (Topic 842) applying the modified retrospective method and the option presented under ASU 2018-11 to transition only active leases as of January 1, 2019 with a cumulative effect adjustment as of that date. See Note 3 - Leases, for additional accounting policy and transition disclosures. ASUs to be adopted in future periods: In October 2018, the FASB issued ASU No. 2018-17, Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities. The guidance requires indirect interests held through related parties under common control arrangements be considered on a proportional basis for determining whether fees paid to decision makers and service providers are variable interests. The guidance is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The Company is currently evaluating the impact of the new guidance on our condensed consolidated financial statements. In October 2018, the FASB issued ASU No. 2018-16, Inclusion of the Secured Overnight Financing Rate (“SOFR”) Overnight Index Swap (“OIS”) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes (“ASU 2018-16” ) , which amends ASC 815, Derivatives and Hedging. This ASU adds the OIS rate based on SOFR to the list of permissible benchmark rates for hedge accounting purposes. The amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Adoption of ASU 2018-16 will be on a prospective basis for qualifying new or redesignated hedging relationships entered into on or after the date of adoption. The Company is currently assessing the impact the adoption of ASU 2018-16 will have on the Company’s condensed consolidated financial statements. In August 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other Internal Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. The amendments in this update align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. ASU 2018-15 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently assessing the impact the adoption of ASU 2018-15 will have on the Company’s condensed consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-14, Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20): Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans (“ASU 2018-14”). ASU 2018-14 eliminates the requirement to disclose the amounts in accumulated other comprehensive income expected to be recognized as part of net periodic benefit cost over the next year. The ASU also removes the disclosure requirements for the effects of a one-percentage-point change on the assumed health care costs and the effect of this change in rates on service cost, interest cost and the benefit obligation for postretirement health care benefits. ASU 2018-14 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2020. Early adoption is permitted. The adoption of ASU 2018-14 will impact financial statement disclosure with no impact on operating results. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement, which is designed to improve the effectiveness of disclosures by removing, modifying and adding disclosures related to fair value measurements. The ASU eliminates disclosures such as the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy. The ASU also adds new disclosure requirements for Level 3 measurements. ASU No. 2018-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The adoption of ASU 2018-13 will impact financial statement disclosure with no impact on operating results. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), sets forth a current expected credit loss model that changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. This guidance is effective for fiscal years beginning after December 15, 2019, with early adoption permitted. The Company is currently assessing the impact the adoption of ASU 2016-13 will have on the Company’s condensed consolidated financial statements. |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Jun. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | REVENUE RECOGNITION Revenue Recognition Accounting Pronouncement Adoption On January 1, 2018, the Company adopted Topic 606 applying the modified retrospective method. The following practical expedients and optional disclosure exemptions available under Topic 606 have been applied: 1. The Company applied the optional exemption in paragraph 606-10-50-14 of Topic 606, and has not disclosed the amount of the transaction price allocated to the remaining performance obligations for the Real Estate property management business because the contracts to provide property management services are typically annual contracts. 2. The Company applied the optional exemption in paragraph 606-10-50-14A of Topic 606, and has not disclosed the amount of the transaction price allocated to the remaining performance obligations for the Real Estate development marketing business because the transaction prices in these contracts are comprised entirely of variable consideration based on the ultimate selling price of each unit in the subject property. Revenue Recognition Policies Revenue is measured based on a consideration specified in a contract with a customer less any sales incentives. Revenue is recognized when (a) an enforceable contract with a customer exists, that has commercial substance, and collection of substantially all consideration for services is probable; and (b) the performance obligations to the customer are satisfied either over time or at a point in time. Tobacco sales: Revenue from cigarette sales, which include federal excise taxes billed to customers, are recognized upon shipment of cigarettes when control has passed to the customer. Average collection terms for Tobacco sales range between three and twelve days from the time that the cigarettes are shipped to the customer. The Company records a liability for goods estimated to be returned in other current liabilities and the associated receivable for anticipated federal excise tax refunds in other current assets on the condensed consolidated balance sheet. The liability for returned goods is based principally on sales volumes and historical return rates. The estimated costs of sales incentives, including customer incentives and trade promotion activities, are based principally on historical experience and are accounted for as reductions in Tobacco revenue. Expected payments for sales incentives are included in other current liabilities on the Company’s condensed consolidated balance sheet. The Company accounts for shipping and handling costs as fulfillment costs as part of cost of sales. Real estate sales: R eal estate commissions and other payments earned by the Company’s real estate brokerage businesses are recognized as revenue when the real estate sale is completed or lease agreement is executed, which is the point in time that the performance obligation is satisfied. Any commission and other payments received in advance are deferred until the satisfaction of the performance obligation. Corresponding agent commission expenses, including any advance commission or other direct expense payments, are deferred and recognized as cost of sales concurrently with related revenues. The Company’s Real Estate revenue contracts with customers do not have multiple material performance obligations to customers under Topic 606, except for contracts in the Company’s development marketing business. Contracts in the development marketing business provide the Company with the exclusive right to sell units in a subject property for a commission fee per unit sold calculated as a percentage of the sales price of each unit. Accordingly, a performance obligation exists for each unit in the development marketing property under contract, and a portion of the total contract transaction price is allocated to and recognized at the time each unit is sold. The total contract transaction price is allocated to each unit in the subject property and recognized when the performance obligation, i.e. the sale of each unit, is satisfied. Accordingly, the transaction price allocated to the remaining performance obligations for the development marketing business represents variable consideration allocated entirely to wholly unsatisfied performance obligations. Under development marketing service arrangements, dedicated staff are required for a subject property and these costs are typically reimbursed from the customer through advance payments that are recoupable from future commission earnings. Advance payments received and associated direct costs paid are deferred, allocated to each unit in the subject property, and recognized at the time of the completed sale of each unit. Development marketing service arrangements also include direct fulfillment costs incurred in advance of the satisfaction of the performance obligation. The Company capitalizes costs incurred in fulfilling a contract with a customer if the fulfillment costs 1) relate directly to an existing contract or anticipated contract, 2) generate or enhance resources that will be used to satisfy performance obligations in the future, and 3) are expected to be recovered. These costs are amortized over the estimated customer relationship period which is the contract term. The Company uses an amortization method that is consistent with the pattern of transfer of goods or services to its customers by allocating these costs to each unit in the subject property and expensing these costs as each unit sold is closed over the contract. Commission revenue is recognized at the time the performance obligation is met for commercial leasing contracts, which is when the lease agreement is executed, as there are no further performance obligations, including any amounts of future payments under extended payment terms. Property management revenue arrangements consist of providing operational and administrative services to manage a subject property. Fees for these services are typically billed and collected monthly. Property management service fees are recognized as revenue over time using the output method as the performance obligations under the customer arrangement are satisfied each month. Title insurance commission fee revenue is earned when the sale of the title insurance policy is completed, which corresponds to the point in time when the underlying real estate sale is completed, which is when the performance obligation is satisfied. Disaggregation of Revenue In the following table, revenue is disaggregated by major product line for the Tobacco segment: Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 Tobacco Segment Revenues: Core Discount Brands - EAGLE 20’s, PYRAMID, GRAND PRIX, LIGGETT SELECT, and EVE $ 267,277 $ 248,370 $ 500,383 $ 489,901 Other Brands 27,224 26,463 50,874 52,048 Total tobacco revenues $ 294,501 $ 274,833 $ 551,257 $ 541,949 In the following table, revenue is disaggregated by major services line and primary geographical market for the Real Estate segment: Three Months Ended June 30, 2019 New York City Northeast Southeast West Total Real Estate Segment Revenues : Commission brokerage income $ 104,301 $ 39,880 $ 31,324 $ 31,653 $ 207,158 Development marketing 22,718 — 436 22 23,176 Property management revenue 10,048 170 — — 10,218 Title fees — 2,400 — — 2,400 Total Douglas Elliman revenue 137,067 42,450 31,760 31,675 242,952 Other real estate revenues — — — 979 979 Total real estate revenues $ 137,067 $ 42,450 $ 31,760 $ 32,654 $ 243,931 Three Months Ended June 30, 2018 New York City Northeast Southeast West Total Real Estate Segment Revenues : Commission brokerage income $ 76,175 $ 43,228 $ 31,909 $ 28,099 $ 179,411 Development marketing 10,559 129 4,788 49 15,525 Property management revenue 8,560 181 — — 8,741 Title fees — 1,922 — — 1,922 Total Douglas Elliman revenue 95,294 45,460 36,697 28,148 205,599 Other real estate revenues — — — 1,056 1,056 Total real estate revenues $ 95,294 $ 45,460 $ 36,697 $ 29,204 $ 206,655 Six Months Ended June 30, 2019 New York City Northeast Southeast West Total Real Estate Segment Revenues : Commission brokerage income $ 169,980 $ 70,991 $ 54,295 $ 50,182 $ 345,448 Development marketing 34,104 — 3,066 29 37,199 Property management revenue 18,215 354 — — 18,569 Title fees — 3,633 — — 3,633 Total Douglas Elliman revenue 222,299 74,978 57,361 50,211 404,849 Other real estate revenues — — — 3,250 3,250 Total real estate revenues $ 222,299 $ 74,978 $ 57,361 $ 53,461 $ 408,099 Six Months Ended June 30, 2018 New York City Northeast Southeast West Total Real Estate Segment Revenues : Commission brokerage income $ 136,583 $ 75,906 $ 56,307 $ 49,511 $ 318,307 Development marketing 21,169 252 5,081 243 26,745 Property management revenue 16,698 381 — — 17,079 Title fees — 2,911 — — 2,911 Total Douglas Elliman revenue 174,450 79,450 61,388 49,754 365,042 Other real estate revenues — — — 3,463 3,463 Total real estate revenues $ 174,450 $ 79,450 $ 61,388 $ 53,217 $ 368,505 Contract Balances The following table provides information about contracts assets and contract liabilities from development marketing and commercial leasing contracts with customers: June 30, 2019 January 1, 2019 Receivables, which are included in accounts receivable - trade, net $ 2,321 $ 2,050 Contract assets, net, which are included in other current assets 9,481 9,264 Payables, which are included in other current liabilities 1,373 1,082 Contract liabilities, which are included in other current liabilities 8,159 7,071 Contract assets, net, which are included in other assets 18,693 15,794 Contract liabilities, which are included in other liabilities 34,398 30,445 Receivables and payables relate to commission receivables and commissions payable from the Real Estate commercial leasing contracts for which the performance obligation has been satisfied, have extended payment terms and are expected to be received and paid in the next twelve months. Receivables increased $271 for the six -month period ended June 30, 2019 primarily due to revenue accrued as performance obligations are satisfied of $2,206 , offset by cash collections. Correspondingly, payables increased $291 primarily due to additional expense accruals as performance obligations are satisfied of $1,532 , offset by cash payments. Contract assets increased by $3,116 during the six months ended June 30, 2019 due to $8,217 of payments made for direct fulfillment costs incurred in advance of the satisfaction of the performance obligations for Real Estate development marketing contracts, offset by costs recognized for units closed during the quarter. Contract liabilities relate to payments received in advance of the performance obligations being satisfied under the contract for the Real Estate development marketing and are recognized as revenue at the points in time when the Company performs under the contract. Performance obligations related to the Real Estate development marketing contracts are considered satisfied when each unit is closed. Development marketing projects tend to span four to six years from the time the Company enters into the contract with the developer to the time that all of the sales of the units in a subject property are closed. The timing for sales closings are dependent upon several external factors outside the Company’s control, including but not limited to, economic factors, seller and buyer actions, construction timing and other real estate market factors. Accordingly, all contract liabilities and contract costs associated with development marketing are considered long-term until closing dates for unit sales are scheduled. As of June 30, 2019 , the Company estimates approximately $8,159 of contract liabilities will be recognized as revenue within the next twelve months. Contract liabilities increased by $5,041 during the six months ended June 30, 2019 due to $10,747 of advance payments received from customer prior to the satisfaction of performance obligations for Real Estate development marketing contracts, offset by revenue recognized for units sold during the quarter. The Company recognized revenue of $5,031 for the six months ended June 30, 2019 , that were included in the contract liabilities balances at January 1, 2019 . Topic 606 requires an entity to disclose the revenue recognized in the reporting period from performance obligations satisfied (or partially satisfied) in previous periods (for example, due to changes in transaction price). There was no revenue recognized relating to performance obligations satisfied or partially satisfied in prior periods for the three and six months ended June 30, 2019 and 2018 |
Leases
Leases | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Leases | LEASES Leasing Accounting Pronouncement Adoption On January 1, 2019, the Company adopted ASU No. 2016-02 - Leases (Topic 842) applying the modified retrospective method and the option presented under ASU 2018-11 to transition only active leases as of January 1, 2019 with a cumulative effect adjustment as of that date. All comparative periods prior to January 1, 2019 retain the financial reporting and disclosure requirements of ASC 840. The Company elected the package of practical expedients permitted under the transition guidance within the new standard. The package of three expedients includes: 1) the ability to carry forward the historical lease classification, 2) the elimination of the requirement to reassess whether existing or expired agreements contain leases, and 3) the elimination of the requirement to reassess initial direct costs. The Company also elected the practical expedient related to short-term leases without purchase options reasonably certain to exercise, allowing it to exclude leases with terms of less than twelve (12) months from capitalization for all asset classes. The Company did not elect the hindsight practical expedient when determining the lease terms. The adoption of the new standard resulted in the recording of right-of-use (“ROU”) assets and lease liabilities of $128,890 and $153,676 , respectively, as of January 1, 2019. The difference between the ROU assets and lease liabilities reflects the reclassification of historical deferred rent balances of approximately $22,881 , and tenant improvement receivable of $355 as adjustments to the ROU asset balances, and an adjustment that increased accumulated deficit by $1,550 to recognize the impairment in ROU assets for asset groups previously identified as being impaired. The standard did not materially impact the Company’s consolidated net earnings and had no impact on cash flows. The new standard had no material impact on liquidity and had no impact on the Company’s debt-covenant compliance under its current debt agreements. Leasing Policies The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease ROU assets and lease liabilities on the Company’s balance sheets. Finance leases are included in investments in real estate, net, property, plant and equipment and current and long-term portions of notes payable and long-term debt on the Company’s balance sheets. ROU assets represent the Company’s right to use an underlying asset for the duration of the lease term. Lease liabilities represent the Company’s obligation to make lease payments as determined by the lease agreement. Lease liabilities are recorded at commencement for the net present value of future lease payments over the lease term. The discount rate used is generally the Company’s estimated incremental borrowing rate unless the lessor’s implicit rate is readily determinable. Discount rates are calculated periodically to estimate the rate the Company would pay to borrow the funds necessary to obtain an asset of similar value, over a similar term, with a similar security. ROU assets are recorded and recognized at commencement for the lease liability amount, initial direct costs incurred and is reduced for lease incentives received. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Operating lease expense is recognized on a straight-line basis over the lease term. Finance lease cost is recognized on a straight-line basis over the shorter of the useful life of the asset and the lease term. The Company has lease agreements with lease and non-lease components; the Company has elected the accounting policy to combine lease and non-lease components for all underlying asset classes. Leases The Company has operating and finance leases for corporate and sales offices, and certain vehicles and equipment. The leases have remaining lease terms of one year to 15 years , some of which include options to extend for up to 5 years , and some of which include options to terminate the leases within one year . However, the Company in general is not reasonably certain to exercise options to renew or terminate, and therefore renewal and termination options are not considered in the lease term or the ROU asset and lease liability balances. The Company’s lease population includes purchase options on equipment leases that are included in the lease payments when reasonably certain to be exercised. The Company’s lease population does not include any residual value guarantees. The Company’s lease population does not contain any material restrictive covenants. The Company has leases with variable payments, most commonly in the form of Common Area Maintenance (“CAM”) and tax charges which are based on actual costs incurred. These variable payments were excluded from the ROU asset and lease liability balances since they are not fixed or in-substance fixed payments. Variable payments are expensed as incurred. The components of lease expense were as follows: Three Months Ended Six Months Ended June 30, June 30, 2019 2019 Operating lease cost $ 9,630 $ 18,505 Short-term lease cost 279 513 Variable lease cost 898 1,690 Finance lease cost: Amortization 63 119 Interest on lease liabilities 4 7 Total lease cost $ 10,874 $ 20,834 Supplemental cash flow information related to leases was as follows: Six Months Ended June 30, 2019 Cash paid for amounts included in measurement of lease liabilities: Operating cash flows from operating leases $ 18,440 Operating cash flows from finance leases 7 Financing cash flows from finance leases 113 Right-of-use assets obtained in exchange for lease obligations: Operating leases 13,061 Finance leases 123 Supplemental balance sheet information related to leases was as follows: June 30, 2019 Operating leases: Operating lease right-of-use assets $ 135,134 Current operating lease liability $ 20,339 Non-current operating lease liability 139,729 Total operating lease liabilities $ 160,068 Finance leases: Investments in real estate, net $ 133 (1) Property, plant and equipment, at cost $ 309 Accumulated amortization (166 ) Property and equipment, net $ 143 Current portion of notes payable and long-term debt $ 168 Notes payable, long-term debt and other obligations, less current portion 108 Total finance lease liabilities $ 276 Weighted average remaining lease term: Operating leases 8.62 Finance leases 2.60 Weighted average discount rate: Operating leases 11.05 % Finance leases 8.46 % (1) Included in Investments in real estate, net on the condensed consolidated balance sheet are financing lease equipment, at cost of $729 and accumulated amortization of $596 as of June 30, 2019 . As of June 30, 2019 , maturities of lease liabilities were as follows: Operating Leases Finance Leases Year Ending December 31: Remainder of 2019 $ 19,389 $ 118 2020 33,597 86 2021 30,914 33 2022 28,012 31 2023 26,460 31 2024 21,265 8 Thereafter 100,120 — Total lease payments 259,757 307 Less imputed interest (99,689 ) (31 ) Total $ 160,068 $ 276 Under ASC 840, Leases , future minimum lease payments under noncancelable operating leases as of December 31, 2018 were as follows: Lease Commitments Sublease Rentals Net Year Ending December 31: 2019 $ 35,973 $ 69 $ 35,904 2020 29,917 — 29,917 2021 27,592 — 27,592 2022 25,185 — 25,185 2023 23,589 — 23,589 Thereafter 104,126 — 104,126 Total $ 246,382 $ 69 $ 246,313 The Company has one lease for office space wherein the lessor is an affiliate of a significant shareholder of the Company. This lease represents $1,446 of the ROU asset balances and $1,505 of lease liability balances as of June 30, 2019 . The rent expense for this lease was approximated $114 and $229 for the three and six months ended June 30, 2019 . As of June 30, 2019 , the Company had additional operating leases for office space and equipment, that have not yet commenced, of $1,102 in undiscounted lease payments. The operating leases will commence in the third and fourth quarter of 2019 with lease terms ranging between 2 to 10 years. |
Leases | LEASES Leasing Accounting Pronouncement Adoption On January 1, 2019, the Company adopted ASU No. 2016-02 - Leases (Topic 842) applying the modified retrospective method and the option presented under ASU 2018-11 to transition only active leases as of January 1, 2019 with a cumulative effect adjustment as of that date. All comparative periods prior to January 1, 2019 retain the financial reporting and disclosure requirements of ASC 840. The Company elected the package of practical expedients permitted under the transition guidance within the new standard. The package of three expedients includes: 1) the ability to carry forward the historical lease classification, 2) the elimination of the requirement to reassess whether existing or expired agreements contain leases, and 3) the elimination of the requirement to reassess initial direct costs. The Company also elected the practical expedient related to short-term leases without purchase options reasonably certain to exercise, allowing it to exclude leases with terms of less than twelve (12) months from capitalization for all asset classes. The Company did not elect the hindsight practical expedient when determining the lease terms. The adoption of the new standard resulted in the recording of right-of-use (“ROU”) assets and lease liabilities of $128,890 and $153,676 , respectively, as of January 1, 2019. The difference between the ROU assets and lease liabilities reflects the reclassification of historical deferred rent balances of approximately $22,881 , and tenant improvement receivable of $355 as adjustments to the ROU asset balances, and an adjustment that increased accumulated deficit by $1,550 to recognize the impairment in ROU assets for asset groups previously identified as being impaired. The standard did not materially impact the Company’s consolidated net earnings and had no impact on cash flows. The new standard had no material impact on liquidity and had no impact on the Company’s debt-covenant compliance under its current debt agreements. Leasing Policies The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease ROU assets and lease liabilities on the Company’s balance sheets. Finance leases are included in investments in real estate, net, property, plant and equipment and current and long-term portions of notes payable and long-term debt on the Company’s balance sheets. ROU assets represent the Company’s right to use an underlying asset for the duration of the lease term. Lease liabilities represent the Company’s obligation to make lease payments as determined by the lease agreement. Lease liabilities are recorded at commencement for the net present value of future lease payments over the lease term. The discount rate used is generally the Company’s estimated incremental borrowing rate unless the lessor’s implicit rate is readily determinable. Discount rates are calculated periodically to estimate the rate the Company would pay to borrow the funds necessary to obtain an asset of similar value, over a similar term, with a similar security. ROU assets are recorded and recognized at commencement for the lease liability amount, initial direct costs incurred and is reduced for lease incentives received. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Operating lease expense is recognized on a straight-line basis over the lease term. Finance lease cost is recognized on a straight-line basis over the shorter of the useful life of the asset and the lease term. The Company has lease agreements with lease and non-lease components; the Company has elected the accounting policy to combine lease and non-lease components for all underlying asset classes. Leases The Company has operating and finance leases for corporate and sales offices, and certain vehicles and equipment. The leases have remaining lease terms of one year to 15 years , some of which include options to extend for up to 5 years , and some of which include options to terminate the leases within one year . However, the Company in general is not reasonably certain to exercise options to renew or terminate, and therefore renewal and termination options are not considered in the lease term or the ROU asset and lease liability balances. The Company’s lease population includes purchase options on equipment leases that are included in the lease payments when reasonably certain to be exercised. The Company’s lease population does not include any residual value guarantees. The Company’s lease population does not contain any material restrictive covenants. The Company has leases with variable payments, most commonly in the form of Common Area Maintenance (“CAM”) and tax charges which are based on actual costs incurred. These variable payments were excluded from the ROU asset and lease liability balances since they are not fixed or in-substance fixed payments. Variable payments are expensed as incurred. The components of lease expense were as follows: Three Months Ended Six Months Ended June 30, June 30, 2019 2019 Operating lease cost $ 9,630 $ 18,505 Short-term lease cost 279 513 Variable lease cost 898 1,690 Finance lease cost: Amortization 63 119 Interest on lease liabilities 4 7 Total lease cost $ 10,874 $ 20,834 Supplemental cash flow information related to leases was as follows: Six Months Ended June 30, 2019 Cash paid for amounts included in measurement of lease liabilities: Operating cash flows from operating leases $ 18,440 Operating cash flows from finance leases 7 Financing cash flows from finance leases 113 Right-of-use assets obtained in exchange for lease obligations: Operating leases 13,061 Finance leases 123 Supplemental balance sheet information related to leases was as follows: June 30, 2019 Operating leases: Operating lease right-of-use assets $ 135,134 Current operating lease liability $ 20,339 Non-current operating lease liability 139,729 Total operating lease liabilities $ 160,068 Finance leases: Investments in real estate, net $ 133 (1) Property, plant and equipment, at cost $ 309 Accumulated amortization (166 ) Property and equipment, net $ 143 Current portion of notes payable and long-term debt $ 168 Notes payable, long-term debt and other obligations, less current portion 108 Total finance lease liabilities $ 276 Weighted average remaining lease term: Operating leases 8.62 Finance leases 2.60 Weighted average discount rate: Operating leases 11.05 % Finance leases 8.46 % (1) Included in Investments in real estate, net on the condensed consolidated balance sheet are financing lease equipment, at cost of $729 and accumulated amortization of $596 as of June 30, 2019 . As of June 30, 2019 , maturities of lease liabilities were as follows: Operating Leases Finance Leases Year Ending December 31: Remainder of 2019 $ 19,389 $ 118 2020 33,597 86 2021 30,914 33 2022 28,012 31 2023 26,460 31 2024 21,265 8 Thereafter 100,120 — Total lease payments 259,757 307 Less imputed interest (99,689 ) (31 ) Total $ 160,068 $ 276 Under ASC 840, Leases , future minimum lease payments under noncancelable operating leases as of December 31, 2018 were as follows: Lease Commitments Sublease Rentals Net Year Ending December 31: 2019 $ 35,973 $ 69 $ 35,904 2020 29,917 — 29,917 2021 27,592 — 27,592 2022 25,185 — 25,185 2023 23,589 — 23,589 Thereafter 104,126 — 104,126 Total $ 246,382 $ 69 $ 246,313 The Company has one lease for office space wherein the lessor is an affiliate of a significant shareholder of the Company. This lease represents $1,446 of the ROU asset balances and $1,505 of lease liability balances as of June 30, 2019 . The rent expense for this lease was approximated $114 and $229 for the three and six months ended June 30, 2019 . As of June 30, 2019 , the Company had additional operating leases for office space and equipment, that have not yet commenced, of $1,102 in undiscounted lease payments. The operating leases will commence in the third and fourth quarter of 2019 with lease terms ranging between 2 to 10 years. |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2019 | |
Inventory Disclosure [Abstract] | |
Inventories | INVENTORIES Inventories consisted of: June 30, December 31, Leaf tobacco $ 47,108 $ 42,917 Other raw materials 3,782 3,750 Work-in-process 331 1,931 Finished goods 67,751 63,937 Inventories at current cost 118,972 112,535 LIFO adjustments (22,038 ) (21,538 ) $ 96,934 $ 90,997 All of the Company’s inventories at June 30, 2019 and December 31, 2018 are reported under the LIFO method. The $22,038 LIFO adjustment as of June 30, 2019 decreases the current cost of inventories by $15,432 for Leaf tobacco, $219 for Other raw materials, $25 for Work-in-process and $6,362 for Finished goods. The $21,538 LIFO adjustment as of December 31, 2018 decreased the current cost of inventories by $14,932 for Leaf tobacco, $219 for Other raw materials, $25 for Work-in-process and $6,362 for Finished goods. Liggett enters into purchase commitments with third-party providers for leaf tobacco. The future quantities of leaf tobacco and prices are established at the date of the commitments. At June 30, 2019 , Liggett had tobacco purchase commitments of approximately $25,795 . Liggett has a single source supply agreement for reduced ignition propensity cigarette paper through 2019. Each period, the Company capitalizes in inventory the portion of its MSA liability that relates to cigarettes shipped to public warehouses but not sold. The amount of capitalized MSA cost in “Finished goods” inventory was $17,815 and $16,001 at June 30, 2019 and December 31, 2018 , respectively. Federal excise tax capitalized in inventory was $26,437 and $26,419 at June 30, 2019 and December 31, 2018 , respectively. |
Investment Securities At Fair V
Investment Securities At Fair Value | 6 Months Ended |
Jun. 30, 2019 | |
Investments, Debt and Equity Securities [Abstract] | |
Investment Securities At Fair Value | INVESTMENT SECURITIES AT FAIR VALUE Investment securities at fair value consisted of the following: June 30, December 31, 2018 Debt securities available for sale $ 88,831 $ 84,367 Equity securities at fair value 46,269 47,202 Total investment securities at fair value $ 135,100 $ 131,569 Net gains (losses) recognized on investment securities were as follows: Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 Net gains recognized on equity securities $ 2,311 $ 3,236 $ 7,051 $ 491 Net gains (losses) recognized on debt securities available for sale 6 (5 ) 42 (13 ) Gross realized losses on other-than-temporary impairments (2 ) (225 ) (5 ) (811 ) Net gains (losses) recognized on investment securities $ 2,315 $ 3,006 $ 7,088 $ (333 ) Sales of investment securities totaled $12,942 and $2,647 and proceeds from early redemptions by issuers totaled $29,155 and $11,526 for the six months ended June 30, 2019 and 2018 , respectively, mainly from the sales and redemptions of Corporate securities and U.S. Government securities. (a) Debt Securities Available for Sale The components of debt securities available for sale at June 30, 2019 were as follows: Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Marketable debt securities $ 87,977 $ 854 $ — $ 88,831 Total debt securities available for sale $ 87,977 $ 854 $ — $ 88,831 The table below summarizes the maturity dates of debt securities available for sale at June 30, 2019 . Investment Type: Fair Value Under 1 Year 1 Year up to 5 Years More than 5 Years U.S. Government securities $ 19,535 $ 7,797 $ 11,738 $ — Corporate securities 47,427 13,341 34,086 — U.S. mortgage-backed securities 8,623 4,026 4,597 — Commercial mortgage-backed securities 394 29 365 — Commercial paper 9,026 9,026 — — Index-linked U.S. bonds 2,664 2,664 — — Foreign fixed-income securities 1,162 654 508 — Total debt securities available for sale by maturity dates $ 88,831 $ 37,537 $ 51,294 $ — The components of debt securities available for sale at December 31, 2018 were as follows: Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Marketable debt securities $ 84,199 $ 168 $ — $ 84,367 Total debt securities available for sale $ 84,199 $ 168 $ — $ 84,367 There were no available-for-sale debt securities with continuous unrealized losses for less than 12 months and 12 months or greater at June 30, 2019 and December 31, 2018 , respectively. Gross realized gains and losses on debt securities available for sale were as follows: Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 Gross realized gains on sales $ 9 $ 2 $ 47 $ 2 Gross realized losses on sales (3 ) (7 ) (5 ) (15 ) Net gains (losses) recognized on debt securities available for sale $ 6 $ (5 ) $ 42 $ (13 ) Gross realized losses on other-than-temporary impairments $ (2 ) $ (225 ) $ (5 ) $ (811 ) Although management generally does not have the intent to sell any specific securities at the end of the period, in the ordinary course of managing the Company’s investment securities portfolio, management may sell securities prior to their maturities for a variety of reasons, including diversification, credit quality, yield and liquidity requirements. (b) Equity Securities at Fair Value Equity securities at fair value consisted of the following: June 30, December 31, 2018 Marketable equity securities $ 24,257 $ 26,010 Mutual funds invested in fixed income securities 22,012 21,192 Total equity securities at fair value $ 46,269 $ 47,202 The following is a summary of unrealized and realized net gains and losses recognized in net income on equity securities at fair value during the three and six months ended June 30, 2019 and 2018 , respectively: Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 Net gains recognized on equity securities (1) $ 2,311 $ 3,236 $ 7,051 $ 491 Less: Net gains recognized on equity securities sold (2) 278 53 410 183 Net unrealized gains recognized on equity securities still held at the reporting date $ 2,033 $ 3,183 $ 6,641 $ 308 (1) Includes $1,911 and $1,505 of net gains recognized on equity securities at fair value that qualify for the net asset value (“NAV”) practical expedient during the three months ended June 30, 2019 and 2018 , respectively, and $5,470 and $3,236 of net gains recognized on equity securities at fair value that qualify for the NAV practical expedient during the six months ended June 30, 2019 and 2018 , respectively. These equity securities are included in the “Long-term investments” line item on the condensed consolidated balance sheet and are further discussed in Note 6 . (2) Includes $215 and $649 of gains recognized on sales of equity securities at fair value that qualify for the NAV practical expedient during the three and six months ended June 30, 2019 . These equity securities are included in the “Long-term investments” line item on the condensed consolidated balance sheet and are further discussed in Note 6 . The Company’s marketable equity securities and mutual funds invested in fixed-income securities are classified as Level 1 under the fair value hierarchy disclosed in Note 12 . Their fair values are based on quoted prices for identical assets in active markets or inputs that are based upon quoted prices for similar instruments in active markets. (c) Equity Securities Without Readily Determinable Fair Values That Do Not Qualify for the NAV Practical Expedient Equity securities without readily determinable fair values that do not qualify for the NAV practical expedient consisted of an investment in the common stock of a reinsurance company at June 30, 2019 and December 31, 2018 , respectively. The total carrying value of this investment was $5,000 and was included in “Other assets” on the condensed consolidated balance sheet at June 30, 2019 and December 31, 2018 , respectively. No impairment or other adjustments related to observable price changes in orderly transactions for identical or similar investments were identified for the three and six months ended June 30, 2019 and 2018 |
Long-Term Investments
Long-Term Investments | 6 Months Ended |
Jun. 30, 2019 | |
Long-term Investments [Abstract] | |
Long-Term Investments | LONG-TERM INVESTMENTS Long-term investments consisted of the following: June 30, 2019 December 31, 2018 Equity securities at fair value that qualify for the NAV practical expedient $ 53,175 $ 54,628 Equity-method investments 10,639 11,631 $ 63,814 $ 66,259 (a) Equity Securities at Fair Value That Qualify for the NAV Practical Expedient The estimated fair value of the Company’s equity securities at fair value that qualify for the NAV practical expedient was provided by the partnerships based on the indicated market values of the underlying assets or investment portfolio. The investments in these investment partnerships are illiquid and the ultimate realization of these investments is subject to the performance of the underlying partnership and its management by the general partners. In accordance with Subtopic 820-10, these investments are not classified under the fair value hierarchy disclosed in Note 12 because they are investments measured at fair value using the NAV practical expedient. The Company redeemed a portion of one of its investments that qualify for the NAV practical expedient during June 2019. The Company recorded $4,271 of in-transit redemptions from the proceeds in Other current assets at June 30, 2019 . (b) Equity-Method Investments: Equity-method investments consisted of the following: June 30, December 31, 2018 Indian Creek Investors LP (“Indian Creek”) $ 719 $ 1,167 Boyar Value Fund (“Boyar”) 9,444 8,384 Ladenburg Thalmann Financial Services Inc. (“LTS”) 476 2,080 Castle Brands, Inc. (“Castle”) — — $ 10,639 $ 11,631 At June 30, 2019 , the Company’s ownership percentages in Indian Creek, Boyar, LTS and Castle were 12.52% , 34.57% , 10.29% and 7.63% , respectively. The Company accounted for its Indian Creek and Boyar interests as equity-method investments because the Company’s ownership percentage meets the threshold for equity-method accounting. The Company accounted for its LTS and Castle interests as equity-method investments because the Company has the ability to exercise significant influence over their operating and financial policies. The fair value of the investment in Boyar, based on the quoted market price as of June 30, 2019 , was $9,444 , equal to its carrying value. At June 30, 2019 , the aggregate fair values of the LTS and Castle investments, based on the quoted market price, were $52,106 and $5,932 , respectively. The Company received cash distributions of $855 and $779 from the Company’s equity-method investments for the six months ended June 30, 2019 and 2018 , respectively. The Company recognized equity in losses from equity-method investments of $1,685 and equity in earnings from equity-method investments of $4,813 for the three months ended June 30, 2019 and 2018 , respectively. The Company recognized equity in losses from equity-method investments of $323 and equity in earnings of $5,975 for the six months ended June 30, 2019 and 2018 , respectively. The Company has suspended its recognition of equity in losses from Castle to the extent such losses exceed its basis. If it is determined that an other-than-temporary decline in fair value exists in equity-method investments, the Company records an impairment charge with respect to such investment in its condensed consolidated statements of operations. The Company will continue to perform additional assessments to determine the impact, if any, on the Company’s condensed consolidated financial statements. Thus, future impairment charges may occur. The equity-method investments are carried on the condensed consolidated balance sheet at cost under the equity method of accounting. The fair values disclosed above for Boyar, LTS and Castle would be classified as Level 1 under the fair value hierarchy disclosed in Note 12 if such assets were recorded on the condensed consolidated balance sheet at fair value. The fair values are based on quoted prices for identical assets in active markets or inputs that are based upon quoted prices for similar instruments in active markets. The estimated fair value of the Company’s investment in Indian Creek represents the NAV per share and was provided by the partnership based on the indicated market value of the underlying assets or investment portfolio. The investment is illiquid and its ultimate realization is subject to the performance of the underlying partnership and its management by the general partners. In accordance with Subtopic 820-10, this investment would not be classified under the fair value hierarchy disclosed in Note 12 if the asset was recorded on the condensed consolidated balance sheet at fair value because it is measured at fair value using the NAV practical expedient. |
New Valley LLC
New Valley LLC | 6 Months Ended |
Jun. 30, 2019 | |
Real Estate [Abstract] | |
New Valley LLC | NEW VALLEY LLC Investments in real estate ventures: New Valley holds equity investments in various real estate projects domestically and internationally. The majority of New Valley’s investment in real estate ventures were located in the New York City Standard Metropolitan Statistical Area (“SMSA”). New Valley aggregates the disclosure of its investments in real estate ventures by property type and operating characteristics. The components of “Investments in real estate ventures” were as follows: Range of Ownership (1) June 30, 2019 December 31, 2018 Condominium and Mixed Use Development: New York City SMSA 3.1% - 49.5% $ 84,593 $ 65,007 All other U.S. areas 15.0% - 48.5% 28,903 31,392 113,496 96,399 Hotels: New York City SMSA 5.2% - 18.4% 2,615 15,782 International 49.0% 1,970 2,334 4,585 18,116 Commercial: New York City SMSA 49.0% 2,121 1,867 All other U.S. areas 1.6% 7,354 7,053 9,475 8,920 Other: 15.0% - 50.0% 17,210 17,670 Investments in real estate ventures $ 144,766 $ 141,105 ______________________ (1) The Range of Ownership reflects New Valley’s estimated current ownership percentage. New Valley’s actual ownership percentage as well as the percentage of earnings and cash distributions may ultimately differ as a result of a number of factors including potential dilution, financing or admission of additional partners. Contributions: The components of New Valley’s contributions to its investments in real estate ventures were as follows: Six Months Ended June 30, 2019 2018 Condominium and Mixed Use Development: New York City SMSA $ 21,537 $ 533 21,537 533 Hotels: New York City SMSA 172 167 172 167 Other: 199 3,643 Total contributions $ 21,908 $ 4,343 During the six months ended June 30, 2019 , New Valley did not make certain capital contributions to Monad Terrace, a Condominium and Mixed Use Development located in All other U.S. areas. The Company’s ownership percentage was reduced from 18.0% to 17.9% for the six months ended June 30, 2019 . For other ventures where New Valley previously held an investment, New Valley contributed its proportionate share of additional capital along with contributions by the other investment partners during the six months ended June 30, 2019 and June 30, 2018 . New Valley’s direct investment percentage for these ventures did not significantly change. Distributions: The components of distributions received by New Valley from its investments in real estate ventures were as follows: Six Months Ended June 30, 2019 2018 Condominium and Mixed Use Development: New York City SMSA $ 571 $ 34,490 All other U.S. areas 1,279 — 1,850 34,490 Apartment Buildings: All other U.S. areas 3 201 3 201 Hotels: New York City SMSA 21,572 — 21,572 — Commercial: New York City SMSA 9 — All other U.S. areas 129 341 138 341 Other 1,697 644 Total distributions $ 25,260 $ 35,676 Of the distributions received by New Valley from its investment in real estate ventures, $2,060 and $8,542 were from distributions of earnings for the six months ended June 30, 2019 and 2018 , respectively, and $23,200 and $27,134 were a return of capital for the six months ended June 30, 2019 and 2018 , respectively. Distributions from earnings are included in cash from operations in the Condensed Consolidating Statements of Cash Flows, while distributions that are returns of capital are included in cash flows from investing activities in the Condensed Consolidating Statements of Cash Flows. Equity in Earnings (Losses) from Real Estate Ventures: New Valley recognized equity in earnings (losses) from real estate ventures as follows: Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Condominium and Mixed Use Development: New York City SMSA $ (1,120 ) $ (152 ) $ (3,226 ) $ (3,613 ) All other U.S. areas (2,258 ) (321 ) (2,366 ) (826 ) (3,378 ) (473 ) (5,592 ) (4,439 ) Apartment Buildings: All other U.S. areas 3 (1,717 ) 3 (3,297 ) 3 (1,717 ) 3 (3,297 ) Hotels: New York City SMSA 8,942 (636 ) 8,234 (1,450 ) International 122 (143 ) (364 ) (568 ) 9,064 (779 ) 7,870 (2,018 ) Commercial: New York City SMSA 384 (121 ) 263 (388 ) All other U.S. areas 79 913 371 1,143 463 792 634 755 Other: 239 65 1,037 327 Equity in earnings (losses) from real estate ventures $ 6,391 $ (2,112 ) $ 3,952 $ (8,672 ) As part of the Company’s ongoing assessment of the carrying values of its investments in real estate ventures, the Company determined that the fair value of three New York City SMSA and one All other U.S. areas Condominium and Mixed Use Development ventures were less than their carrying value as of June 30, 2019 . The Company determined that the impairment was other than temporary. The Company recorded an impairment charge as a component of equity in earnings from real estate ventures of $3,866 for the three and six months ended June 30, 2019 . As part of the Company’s ongoing assessment of the carrying values of its investments in real estate ventures, the Company determined that the fair value of a New York City SMSA Condominium and Mixed Use Development venture was less than its carrying value as of June 30, 2018 . The Company determined that the impairment was other than temporary. The Company recorded an impairment charge as a component of equity in losses from real estate ventures of $2,700 and $10,174 , of which $2,113 and $8,467 were attributed to the Company for the three and six months ended June 30, 2018 , respectively. Investment in Real Estate Ventures Entered into during 2019: In February 2019, New Valley invested $500 for an approximate 37.0% interest in 352 6th, LLC. The joint venture plans to develop a condominium complex. The venture is a variable interest entity; however, New Valley is not the primary beneficiary. New Valley accounts for this investment under the equity method of accounting. New Valley's maximum exposure to loss as a result of its investment in 352 6th, LLC was $517 at June 30, 2019 . In April 2019, New Valley invested $10,018 for an approximate 17.0% interest in Meatpacking Plaza. The joint venture plans to construct a mixed use development. The venture is a variable interest entity; however, New Valley is not the primary beneficiary. New Valley accounts for this investment under the equity method of accounting. New Valley's maximum exposure to loss as a result of its investment in Meatpacking Plaza was $10,251 at June 30, 2019 . Also in April 2019, New Valley invested $5,000 for an approximate 5.5% interest in 9 DeKalb. The joint venture plans to develop a mixed use development. The venture is a variable interest entity; however, New Valley is not the primary beneficiary. New Valley accounts for this investment under the equity method of accounting. New Valley's maximum exposure to loss as a result of its investment in 9 DeKalb was $5,116 at June 30, 2019 . VIE Consideration: The Company has determined that New Valley is the primary beneficiary of two real estate ventures because it controls the activities that most significantly impact economic performance of each of the two real estate ventures. Consequently, New Valley consolidates these variable interest entities (“VIEs”). The carrying amount of the consolidated assets of the VIEs was $976 and $1,387 as of June 30, 2019 and December 31, 2018 , respectively. Those assets are owned by the VIEs, not the Company. Neither of the two consolidated VIEs had recourse liabilities as of June 30, 2019 and December 31, 2018 . A VIE’s assets can only be used to settle obligations of that VIE. The VIEs are not guarantors of the Company’s senior notes and other debts payable. For the remaining investments in real estate ventures, New Valley determined that the entities were VIEs but New Valley was not the primary beneficiary. Therefore, New Valley’s investment in such real estate ventures has been accounted for under the equity method of accounting. Maximum Exposure to Loss: New Valley’s maximum exposure to loss from its investments in real estate ventures consisted of the net carrying value of the venture adjusted for any future capital commitments and/or guarantee arrangements. The maximum exposure to loss was as follows: June 30, 2019 Condominium and Mixed Use Development: New York City SMSA $ 89,515 All other U.S. areas 41,403 130,918 Hotels: New York City SMSA 2,615 International 1,970 4,585 Commercial: New York City SMSA 2,121 All other U.S. areas 7,354 9,475 Other: 31,988 Total maximum exposure to loss $ 176,966 New Valley capitalized $1,688 and $3,003 of interest costs into the carrying value of its ventures whose projects were currently under development for the three and six months ended June 30, 2019 . New Valley capitalized $2,094 and $4,303 of interest costs into the carrying value of its venture whose projects were currently under development for the three and six months ended June 30, 2018 . Douglas Elliman has been engaged by the developers as the sole broker or the co-broker for several of the real estate ventures that New Valley owns an interest. Douglas Elliman earned gross commissions of approximately $11,223 and $8,145 from these projects for the six months ended June 30, 2019 and 2018 , respectively. Combined Financial Statements for Unconsolidated Subsidiaries: The following summarized financial data for certain unconsolidated subsidiaries that meet certain thresholds pursuant to SEC Regulation S-X Rule 210.10-01(b) includes information for the 125 Greenwich Street investment. New Valley has elected a one-month lag reporting period for the investment. Condominium and Mixed Use Development: Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Income Statement Revenue $ 2 $ 12 $ 3 $ 21 Other expenses 2,013 143,723 2,755 144,478 Loss from continuing operations $ (2,011 ) $ (143,711 ) $ (2,752 ) $ (144,457 ) Investments in Real Estate, net: The components of “Investments in real estate, net” were as follows: June 30, December 31, Escena, net $ 10,009 $ 10,170 Sagaponack 17,203 16,050 Investments in real estate, net $ 27,212 $ 26,220 Escena. The assets of “Escena, net” were as follows: June 30, December 31, Land and land improvements $ 8,910 $ 8,910 Building and building improvements 1,900 1,900 Other 1,608 2,162 12,418 12,972 Less accumulated depreciation (2,409 ) (2,802 ) $ 10,009 $ 10,170 New Valley recorded operating losses of $354 and $290 for the three months ended June 30, 2019 and 2018 , respectively, from Escena. New Valley recorded operating income of $332 and $510 for the six months ended June 30, 2019 and 2018 , respectively, from Escena. Investment in Sagaponack. In April 2015, New Valley invested $12,502 in a residential real estate project located in Sagaponack, NY. The project is wholly owned and the balances of the project are included in the condensed consolidated financial statements of the Company. As of June 30, 2019 , the assets of Sagaponack consisted of land and land improvements of $17,203 . |
Notes Payable, Long-Term Debt a
Notes Payable, Long-Term Debt and Other Obligations | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Notes Payable, Long-Term Debt and Other Obligations | NOTES PAYABLE, LONG-TERM DEBT AND OTHER OBLIGATIONS Notes payable, long-term debt and other obligations consisted of: June 30, December 31, Vector: 6.125% Senior Secured Notes due 2025 $ 850,000 $ 850,000 10.5% Senior Notes due 2026 325,000 325,000 7.5% Variable Interest Senior Convertible Notes due 2019, net of unamortized discount of $0 and $3,359* — 226,641 5.5% Variable Interest Senior Convertible Debentures due 2020, net of unamortized discount of $18,852 and $29,465* 213,148 202,535 Liggett: Revolving credit facility 31,026 28,381 Term loan under credit facility 2,262 2,409 Equipment loans 545 1,039 Other 30,264 30,440 Notes payable, long-term debt and other obligations 1,452,245 1,666,445 Less: Debt issuance costs (21,435 ) (23,614 ) Total notes payable, long-term debt and other obligations 1,430,810 1,642,831 Less: Current maturities (250,659 ) (256,134 ) Amount due after one year $ 1,180,151 $ 1,386,697 ______________________ * The fair value of the derivatives embedded within the 7.5% Variable Interest Senior Convertible Notes ( $0 at June 30, 2019 and $6,635 at December 31, 2018 , respectively) and the 5.5% Variable Interest Senior Convertible Debentures ( $17,287 at June 30, 2019 and $24,789 at December 31, 2018 , respectively), is separately classified as a derivative liability in the condensed consolidated balance sheets. 6.125% Senior Secured Notes due 2025 — Vector : As of June 30, 2019 , the Company was in compliance with all debt covenants related to its 6.125% Senior Secured Notes due 2025. 10.5% Senior Notes due 2026 — Vector : As of June 30, 2019 , the Company was in compliance with all debt covenants related to its 10.5% Senior Notes due 2026. 7.5% Variable Interest Senior Convertible Notes due 2019 — Vector : In January 2019, the Company paid $230,000 of principal and $8,102 of accrued interest as full payment of its 7.5% Variable Interest Senior Convertible Notes that matured on January 15, 2019. 5.5% Variable Interest Senior Convertible Debentures due 2020 — Vector : As of June 30, 2019 , the Company was in compliance with all debt covenants related to its 5.5% Variable Interest Senior Convertible Debentures due 2020. Revolving Credit Facility and Term Loan Under Credit Facility — Liggett : As of June 30, 2019 , a total of $33,288 was outstanding under the revolving and term loan portions of the credit facility. The total outstanding balance under the revolving and term loan portions of the credit facility was classified as current debt as of June 30, 2019 . Availability, as determined under the facility, was approximately $21,800 based on eligible collateral at June 30, 2019 . As of June 30, 2019 , the Company’s applicable subsidiaries were in compliance with all debt covenants under this revolving and term loan facility. Non-Cash Interest Expense — Vector : Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 Amortization of debt discount, net $ 5,447 $ 20,386 $ 13,972 $ 38,579 Amortization of debt issuance costs 1,053 2,914 2,238 5,625 $ 6,500 $ 23,300 $ 16,210 $ 44,204 Fair Value of Notes Payable and Long-Term Debt : June 30, 2019 December 31, 2018 Carrying Fair Carrying Fair Value Value Value Value Senior Notes $ 1,175,000 $ 1,094,888 $ 1,175,000 $ 1,034,500 Variable Interest Senior Convertible Debt 213,148 239,090 429,176 468,704 Liggett and other 64,097 64,105 62,269 62,255 Notes payable and long-term debt $ 1,452,245 (1) $ 1,398,083 $ 1,666,445 (1) $ 1,565,459 ______________________ (1) The carrying value does not include the carrying value of the embedded derivative. See Note 12 . Notes payable and long-term debt are carried on the condensed consolidated balance sheet at amortized cost. The fair value determinations disclosed above are classified as Level 2 under the fair value hierarchy disclosed in Note 12 if such liabilities were recorded on the condensed consolidated balance sheet at fair value. The estimated fair value of the Company’s notes payable and long-term debt has been determined by the Company using available market information and appropriate valuation methodologies including the evaluation of the Company’s credit risk as described in the Company’s Form 10-K. The Company used a derived price based upon quoted market prices and trade activity as of June 30, 2019 |
Contingencies
Contingencies | 6 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | CONTINGENCIES Tobacco-Related Litigation : Overview. Since 1954, Liggett and other United States cigarette manufacturers have been named as defendants in numerous direct, third-party and purported class actions predicated on the theory that cigarette manufacturers should be liable for damages alleged to have been caused by cigarette smoking or by exposure to secondary smoke from cigarettes. The cases have generally fallen into the following categories: (i) smoking and health cases alleging personal injury brought on behalf of individual plaintiffs (“Individual Actions”); (ii) lawsuits by individuals requesting the benefit of the Engle ruling (“ Engle progeny cases”); (iii) smoking and health cases primarily alleging personal injury or seeking court-supervised programs for ongoing medical monitoring, as well as cases alleging that use of the terms “lights” and/or “ultra lights” constitutes a deceptive and unfair trade practice, common law fraud or violation of federal law, purporting to be brought on behalf of a class of individual plaintiffs (“Class Actions”); and (iv) health care cost recovery actions brought by various foreign and domestic governmental plaintiffs and non-governmental plaintiffs seeking reimbursement for health care expenditures allegedly caused by cigarette smoking and/or disgorgement of profits (“Health Care Cost Recovery Actions”). The future financial impact of the risks and expenses of litigation are not quantifiable. For the six months ended June 30, 2019 and 2018 , Liggett incurred tobacco product liability legal expenses and costs totaling $3,737 and $3,584 , respectively. The tobacco product liability legal expenses and costs are included in the operating, selling, administrative and general expenses and litigation settlement and judgment expense line items in the Condensed Consolidated Statements of Operations. Legal defense costs are expensed as incurred. Litigation is subject to uncertainty and it is possible that there could be adverse developments in pending cases. With the commencement of new cases, the defense costs and the risks relating to the unpredictability of litigation increase. Management reviews on a quarterly basis with counsel all pending litigation and evaluates the probability of a loss being incurred and whether an estimate can be made of the possible loss or range of loss that could result from an unfavorable outcome. An unfavorable outcome or settlement of pending tobacco-related litigation could encourage the commencement of additional litigation. Damages awarded in tobacco-related litigation can be significant. Bonds. Although Liggett has been able to obtain required bonds or relief from bonding requirements in order to prevent plaintiffs from seeking to collect judgments while adverse verdicts are on appeal, there remains a risk that such relief may not be obtainable in all cases. This risk has been reduced given that a majority of states now limit the dollar amount of bonds or require no bond at all. As of June 30, 2019 , to obtain a stay of the judgment pending the appeal of the Santoro case, Liggett had secured $535 in bonds. In June 2009, Florida amended its existing bond cap statute by adding a $200,000 bond cap that applies to all Engle progeny cases in the aggregate and establishes individual bond caps for individual Engle progeny cases in amounts that vary depending on the number of judgments in effect at a given time. The maximum amount of any such bond for an appeal in the Florida state courts will be no greater than $5,000 . In several cases, plaintiffs challenged the constitutionality of the bond cap statute, but to date the courts have upheld the constitutionality of the statute. It is possible that the Company’s consolidated financial position, results of operations, and cash flows could be materially adversely affected by an unfavorable outcome of such challenges. Accounting Policy . The Company and its subsidiaries record provisions in their consolidated financial statements for pending litigation when they determine that an unfavorable outcome is probable and the amount of loss can be reasonably estimated. At the present time, while it is reasonably possible that an unfavorable outcome in a case may occur, except as discussed in this Note 9 : (i) management has concluded that it is not probable that a loss has been incurred in any of the pending tobacco-related cases; or (ii) management is unable to reasonably estimate the possible loss or range of loss that could result from an unfavorable outcome of any of the pending tobacco-related cases and, therefore, management has not provided any amounts in the consolidated financial statements for unfavorable outcomes, if any. Although Liggett has generally been successful in managing the litigation filed against it, litigation is subject to uncertainty and significant challenges remain, including with respect to the remaining Engle progeny cases. There can be no assurances that Liggett’s past litigation experience will be representative of future results. Judgments have been entered against Liggett in the past, in Individual Actions and Engle progeny cases, and several of those judgments were affirmed on appeal and satisfied by Liggett. It is possible that the consolidated financial position, results of operations and cash flows of the Company could be materially adversely affected by an unfavorable outcome or settlement of any of the remaining smoking-related litigation. Liggett believes, and has been so advised by counsel, that it has valid defenses to the litigation pending against it, as well as valid bases for appeal of adverse verdicts. All such cases are and will continue to be vigorously defended. Liggett has entered into settlement discussions in individual cases or groups of cases where Liggett has determined it was in its best interest to do so, and it may continue to do so in the future. As cases proceed through the appellate process, the Company will consider accruals on a case-by-case basis if an unfavorable outcome becomes probable and the amount can be reasonably estimated. Individual Actions As of June 30, 2019 , there were 36 Individual Actions pending against Liggett, where one or more individual plaintiffs allege injury resulting from cigarette smoking, addiction to cigarette smoking or exposure to secondary smoke and seek compensatory and, in some cases, punitive damages. These cases do not include the remaining Engle progeny cases or the individual cases pending in West Virginia state court as part of a consolidated action. The following table lists the number of Individual Actions by state: State Number of Cases Florida 24 Illinois 5 New York 2 Louisiana 2 West Virginia 2 Ohio 1 The plaintiffs’ allegations of liability in cases in which individuals seek recovery for injuries allegedly caused by cigarette smoking are based on various theories of recovery, including negligence, gross negligence, breach of special duty, strict liability, fraud, concealment, misrepresentation, design defect, failure to warn, breach of express and implied warranties, conspiracy, aiding and abetting, concert of action, unjust enrichment, common law public nuisance, property damage, invasion of privacy, mental anguish, emotional distress, disability, shock, indemnity, violations of deceptive trade practice laws, the federal Racketeer Influenced and Corrupt Organizations Act (“RICO”), state RICO statutes and antitrust statutes. In many of these cases, in addition to compensatory damages, plaintiffs also seek other forms of relief including treble/multiple damages, medical monitoring, disgorgement of profits and punitive damages. Although alleged damages often are not determinable from a complaint, and the law governing the pleading and calculation of damages varies from state to state and jurisdiction to jurisdiction, compensatory and punitive damages have been specifically pleaded in a number of cases, sometimes in amounts ranging into the hundreds of millions and even billions of dollars. Defenses raised in Individual Actions include lack of proximate cause, assumption of the risk, comparative fault and/or contributory negligence, lack of design defect, statute of limitations, equitable defenses such as “unclean hands” and lack of benefit, failure to state a claim and federal preemption. Engle Progeny Cases In May 1994, the Engle case was filed as a class action against Liggett and others in Miami-Dade County, Florida. The class consisted of all Florida residents who, by November 21, 1996, “have suffered, presently suffer or have died from diseases and medical conditions caused by their addiction to cigarette smoking.” A trial was held and the jury returned a verdict adverse to the defendants (approximately $145,000,000 in punitive damages, including $790,000 against Liggett). Following an appeal to the Third District Court of Appeal, the Florida Supreme Court in July 2006 decertified the class on a prospective basis and affirmed the appellate court’s reversal of the punitive damages award. Former class members had until January 2008 to file individual lawsuits. As a result, Liggett and the Company, and other cigarette manufacturers, were sued in thousands of Engle progeny cases in both federal and state courts in Florida. Although the Company was not named as a defendant in the Engle case, it was named as a defendant in substantially all of the Engle progeny cases where Liggett was named as a defendant. Cautionary Statement About Engle Progeny Cases . Since 2009, judgments have been entered against Liggett and other cigarette manufacturers in Engle progeny cases. A number of the judgments have been affirmed on appeal and satisfied by the defendants. Many have been overturned on appeal. As of June 30, 2019 , 25 Engle progeny cases where Liggett was a defendant at trial resulted in verdicts. There have been 16 verdicts returned in favor of the plaintiffs and nine in favor of Liggett. In five of the cases, punitive damages were awarded against Liggett. Several of the adverse verdicts were overturned on appeal and new trials were ordered. In certain cases, the judgments were entered jointly and severally with other defendants and Liggett may face the risk that one or more co-defendants decline or otherwise fail to participate in the bonding required for an appeal or to pay their proportionate or jury-allocated share of a judgment. As a result, under certain circumstances, Liggett may have to pay more than its proportionate share of any bonding or judgment related amounts. Except as discussed in this Note 9, management is unable to estimate the possible loss or range of loss from the remaining Engle progeny cases as there are currently multiple defendants in each case and, in most cases, discovery has not occurred or is limited. As a result, the Company lacks information about whether plaintiffs are in fact Engle class members, the relevant smoking history, the nature of the alleged injury and the availability of various defenses, among other things. Further, plaintiffs typically do not specify the amount of their demand for damages. As cases proceed through the appellate process, the Company will consider accruals on a case-by-case basis if an unfavorable outcome becomes probable and the amount can be reasonably estimated. Engle Progeny Settlements. In October 2013, the Company and Liggett entered into a settlement with approximately 4,900 Engle progeny plaintiffs and their counsel. Pursuant to the terms of the settlement, Liggett agreed to pay a total of approximately $110,000 , with $61,600 paid in an initial lump sum and the balance of $48,000 to be paid in installments over 14 years starting in February 2015. In exchange, the claims of these plaintiffs were dismissed with prejudice against the Company and Liggett. The Company’s future payments will be approximately $3,400 per annum through 2028, with a cost of living increase beginning in 2021. In December 2016, the Company and Liggett entered into an agreement with 124 Engle progeny plaintiffs and their counsel. Pursuant to the terms of this settlement, Liggett agreed to pay $17,650 , $14,000 of which was paid in December 2016 with the balance paid in December 2017. As a result of this settlement, the Company recorded a charge of $17,650 in the fourth quarter of 2016. In June 2017, Liggett entered into an agreement to settle nine cases (eight Engle progeny cases and one Individual Action) for $1,400 and in September 2017 Liggett entered into an agreement to settle 20 Engle progeny cases for $4,100 . As of June 30, 2019 , Liggett (and in certain cases the Company) had, on an individual basis, settled an additional 187 Engle progeny cases for approximately $7,700 in the aggregate. Two of these settlements occurred in the second quarter of 2019. Notwithstanding the comprehensive nature of the Engle Progeny Settlements, 62 plaintiffs’ claims remain pending in state court. Therefore, the Company and Liggett may still be subject to periodic adverse judgments which could have a material adverse effect on the Company’s consolidated financial position, results of operations and cash flows. Judgments Paid in Engle Progeny Cases . As of June 30, 2019 , Liggett had paid in the aggregate $39,773 , including interest and attorneys’ fees, to satisfy the judgments in the following Engle progeny cases: Lukacs , Campbell , Douglas , Clay, Tullo, Ward, Rizzuto, Lambert and Buchanan . An adverse verdict against Liggett for $160 in Santoro is currently on appeal. Maryland Cases Liggett was a defendant in 16 multi-defendant personal injury cases in Maryland alleging claims arising from asbestos and tobacco exposure (“synergy cases”). In July 2016, the Court of Appeals (Maryland’s highest court) ruled that joinder of tobacco and asbestos cases may be possible in certain circumstances, but plaintiffs must demonstrate at the trial court level how such cases may be joined while providing appropriate safeguards to prevent embarrassment, delay, expense or prejudice to defendants and “the extent to which, if at all, the special procedures applicable to asbestos cases should extend to tobacco companies.” The Court of Appeals remanded these issues to be determined at the trial court level. In June 2017, the trial court issued an order dismissing all synergy cases against the tobacco defendants, including Liggett, without prejudice. Plaintiffs may seek appellate review or file new cases against the tobacco companies. Liggett Only Cases There is currently one case pending where Liggett is the sole defendant: Cowart , a Florida Individual Action where there has been no recent activity. It is possible that cases where Liggett is the only defendant could increase as a result of the remaining Engle progeny cases and newly filed Individual Actions. Class Actions As of June 30, 2019 , three actions were pending for which either a class had been certified or plaintiffs were seeking class certification where Liggett is a named defendant, although the West Virginia case, described below, has been settled, pending final documentation. Other cigarette manufacturers are also named in the two remaining cases. Plaintiffs’ allegations of liability in class action cases are based on various theories of recovery, including negligence, gross negligence, strict liability, fraud, misrepresentation, design defect, failure to warn, nuisance, breach of express and implied warranties, breach of special duty, conspiracy, concert of action, violation of deceptive trade practice laws and consumer protection statutes and claims under the federal and state anti-racketeering statutes. Plaintiffs in the class actions seek various forms of relief, including compensatory and punitive damages, treble/multiple damages and other statutory damages and penalties, creation of medical monitoring and smoking cessation funds, disgorgement of profits, and injunctive and equitable relief. Defenses raised in these cases include, among others, lack of proximate cause, individual issues predominate, assumption of the risk, comparative fault and/or contributory negligence, statute of limitations and federal preemption. In November 1997, in Young v. American Tobacco Co., a purported personal injury class action was commenced on behalf of plaintiff and all similarly situated residents in Louisiana who, though not themselves cigarette smokers, allege they were exposed to secondhand smoke from cigarettes that were manufactured by the defendants, including Liggett, and suffered injury as a result of that exposure. The plaintiffs seek to recover an unspecified amount of compensatory and punitive damages. No class certification hearing has been held. The stay order entered on March 16, 2016 stays the case pending completion of the smoking cessation program ordered by the court in Scott v. The American Tobacco Co . In February 1998, in Parsons v. AC & S Inc. , a purported class action was commenced on behalf of all West Virginia residents who allegedly have claims arising from their exposure to cigarette smoke and asbestos fibers. The operative complaint seeks to recover unspecified compensatory and punitive damages on behalf of the putative class. The case is stayed as a result of the December 2000 bankruptcy of three of the defendants. Although not technically a class action, in In Re: Tobacco Litigation (Personal Injury Cases) , a West Virginia state court consolidated approximately 750 individual smoker actions that were pending prior to 2001 for trial of certain “common” issues. Liggett was severed from that trial. In May 2013, the jury rejected all but one of the plaintiffs’ claims against the non-Liggett defendants, finding in favor of plaintiffs on the claim that ventilated filter cigarettes between 1964 and July 1, 1969 should have included instructions on how to use them. The court entered judgment in October 2013, dismissing all claims against the non-Liggett defendants except the ventilated filter claim on behalf of 30 plaintiffs. Subsequently, these claims were settled by the non-Liggett defendants. In May 2016 , the trial court ruled that the case could proceed against Liggett, notwithstanding the outcome of the first phase of the trial against the non-Liggett defendants. In June 2019, Liggett reached a tentative settlement of the litigation. As a result, all further proceedings in the case have been stayed. Liggett accrued for this matter in the second quarter of 2019. Health Care Cost Recovery Actions As of June 30, 2019 , one Health Care Cost Recovery Action was pending against Liggett, Crow Creek Sioux Tribe v. American Tobacco Company , a South Dakota case filed in 1997, where the plaintiff seeks to recover damages from Liggett and other cigarette manufacturers based on various theories of recovery as a result of alleged sales of tobacco products to minors. The case is dormant. The claims asserted in health care cost recovery actions vary, but can include the equitable claim of indemnity, common law claims of negligence, strict liability, breach of express and implied warranty, breach of special duty, fraud, negligent misrepresentation, conspiracy, public nuisance, claims under state and federal statutes governing consumer fraud, antitrust, deceptive trade practices and false advertising, and claims under RICO. Although no specific damage amounts are typically pleaded, it is possible that requested damages might be in the billions of dollars. In these cases, plaintiffs typically assert equitable claims that the tobacco industry was “unjustly enriched” by their payment of health care costs allegedly attributable to smoking and seek reimbursement of those costs. Relief sought by some, but not all, plaintiffs include punitive damages, multiple damages and other statutory damages and penalties, injunctions prohibiting alleged marketing and sales to minors, disclosure of research, disgorgement of profits, funding of anti-smoking programs, additional disclosure of nicotine yields, and payment of attorney and expert witness fees. Department of Justice Lawsuit In September 1999, the United States government commenced litigation against Liggett and other cigarette manufacturers in the United States District Court for the District of Columbia. The action sought to recover, among other things, an unspecified amount of health care costs paid and to be paid by the federal government for smoking-related illnesses allegedly caused by the fraudulent and tortious conduct of defendants. In August 2006, the trial court entered a Final Judgment against each of the cigarette manufacturing defendants, except Liggett. The judgment was affirmed on appeal. As a result, the cigarette manufacturing defendants, other than Liggett, are now subject to the trial court’s Final Judgment which ordered, among other things, the issuance of “corrective statements” in various media regarding the adverse health effects of smoking, the addictiveness of smoking and nicotine, the lack of any significant health benefit from smoking “low tar” or “lights” cigarettes, defendants’ manipulation of cigarette design to ensure optimum nicotine delivery and the adverse health effects of exposure to environmental tobacco smoke. Upcoming Trials As of June 30, 2019 , there was one Individual Action and two Engle Progeny cases scheduled for trial through June 30, 2020, where Liggett (and/or the Company) is a named defendant. Trial dates are subject to change and additional cases could be set for trial during this time. MSA and Other State Settlement Agreements In March 1996, March 1997 and March 1998, Liggett entered into settlements of smoking-related litigation with 45 states and territories. The settlements released Liggett from all smoking-related claims made by those states and territories, including claims for health care cost reimbursement and claims concerning sales of cigarettes to minors. In November 1998, Philip Morris, R.J. Reynolds and two other companies (the “Original Participating Manufacturers” or “OPMs”) and Liggett and Vector Tobacco (together with any other tobacco product manufacturer that becomes a signatory, the “Subsequent Participating Manufacturers” or “SPMs”) (the OPMs and SPMs are hereinafter referred to jointly as “PMs”) entered into the Master Settlement Agreement (the “MSA”) with 46 states, the District of Columbia, Puerto Rico, Guam, the United States Virgin Islands, American Samoa and the Northern Mariana Islands (collectively, the “Settling States”) to settle the asserted and unasserted health care cost recovery and certain other claims of the Settling States. The MSA received final judicial approval in each Settling State. As a result of the MSA, the Settling States released Liggett and Vector Tobacco from: • all claims of the Settling States and their respective political subdivisions and other recipients of state health care funds, relating to: (i) past conduct arising out of the use, sale, distribution, manufacture, development, advertising and marketing of tobacco products; (ii) the health effects of, the exposure to, or research, statements or warnings about, tobacco products; and • all monetary claims of the Settling States and their respective subdivisions and other recipients of state health care funds relating to future conduct arising out of the use of, or exposure to, tobacco products that have been manufactured in the ordinary course of business. The MSA restricts tobacco product advertising and marketing within the Settling States and otherwise restricts the activities of PMs. Among other things, the MSA prohibits the targeting of youth in the advertising, promotion or marketing of tobacco products; bans the use of cartoon characters in all tobacco advertising and promotion; limits each PM to one tobacco brand name sponsorship during any 12 -month period; bans all outdoor advertising, with certain limited exceptions; prohibits payments for tobacco product placement in various media; bans gift offers based on the purchase of tobacco products without sufficient proof that the intended recipient is an adult; prohibits PMs from licensing third parties to advertise tobacco brand names in any manner prohibited under the MSA; and prohibits PMs from using as a tobacco product brand name any nationally recognized non-tobacco brand or trade name or the names of sports teams, entertainment groups or individual celebrities. The MSA also requires PMs to affirm corporate principles to comply with the MSA and to reduce underage use of tobacco products and imposes restrictions on lobbying activities conducted on behalf of PMs. In addition, the MSA provides for the appointment of an independent auditor to calculate and determine the amounts of payments owed pursuant to the MSA. Under the payment provisions of the MSA, PMs are required to make annual payments of $9,000,000 (subject to applicable adjustments, offsets and reductions including a “Non-Participating Manufacturers Adjustment” or “NPM Adjustment”). These annual payments are allocated based on unit volume of domestic cigarette shipments. The payment obligations under the MSA are the several, and not joint, obligation of each PM and are not the responsibility of any parent or affiliate of a PM. Liggett has no payment obligations under the MSA except to the extent its market share exceeds a market share exemption of approximately 1.65% of total cigarettes sold in the United States. Vector Tobacco has no payment obligations under the MSA except to the extent its market share exceeds a market share exemption of approximately 0.28% of total cigarettes sold in the United States. Liggett and Vector Tobacco’s domestic shipments accounted for 4.0% of the total cigarettes sold in the United States in 2018. If Liggett’s or Vector Tobacco’s market share exceeds their respective market share exemption in a given year, then on April 15 of the following year, Liggett and/or Vector Tobacco, as the case may be, must pay on each excess unit an amount equal (on a per-unit basis) to that due from the OPMs for that year. On December 28, 2018, Liggett and Vector Tobacco pre-paid $132,500 of their approximate $166,000 2018 MSA obligation, the balance of which was paid in April 2019, subject to applicable disputes or adjustments. Certain MSA Disputes NPM Adjustment. Liggett and Vector Tobacco contend that they are entitled to an NPM Adjustment for each year from 2003 - 2018. The NPM Adjustment is a potential adjustment to annual MSA payments, available when PMs suffer a market share loss to NPMs for a particular year and an economic consulting firm selected pursuant to the MSA determines (or the parties agree) that the MSA was a “significant factor contributing to” that loss. A Settling State that has “diligently enforced” its qualifying escrow statute in the year in question may be able to avoid its allocable share of the NPM Adjustment. For 2003 - 2018, Liggett and Vector Tobacco, as applicable, disputed that they owed the Settling States the NPM Adjustments as calculated by the independent auditor. As permitted by the MSA, Liggett and Vector Tobacco either paid subject to dispute, withheld payment, or paid into a disputed payment account, the amounts associated with these NPM Adjustments. In June 2010, after the PMs prevailed in 48 of 49 motions to compel arbitration, the parties commenced the arbitration for the 2003 NPM Adjustment. That arbitration concluded in September 2013. It was followed by various challenges filed in state courts by states that did not prevail in the arbitration. Those challenges resulted in reductions, but not elimination of, the amounts awarded. The arbitration for the 2004 NPM Adjustment started in 2016, and hearings in that arbitration are underway. A separate proceeding in state court is underway for one state that appealed an order compelling arbitration (New Mexico). The PMs have now settled most of the disputed NPM Adjustment years with 37 states representing approximately 75% of the MSA share. In January 2019, Montana sent a demand letter to the PMs seeking the return of amounts withheld or paid into the disputed payments escrow account (plus interest) for the NPM Adjustment years 2005 - 2016. Any amounts purportedly due from Liggett to Montana are immaterial. The 2004 arbitration and separate court proceedings continue for states with which the PMs have not settled. As a result of the settlements and arbitration award described above, Liggett and Vector Tobacco reduced cost of sales in the aggregate by $32,840 for years 2013 - 2018. Liggett and Vector Tobacco may be entitled to further adjustments. As of June 30, 2019 , Liggett and Vector Tobacco had accrued approximately $13,400 related to the disputed amounts withheld from the non-settling states for 2004 - 2010, which may be subject to payment, with interest, if Liggett and Vector Tobacco lose the disputes for those years. As of June 30, 2019 , there remains approximately $36,300 in the disputed payments account relating to Liggett and Vector Tobacco’s 2011 - 2018 NPM Adjustment disputes with the non-settling states. If Liggett and Vector Tobacco lose the disputes for all or any of those years, pursuant to the MSA, no interest would be due on the amounts paid into the disputed payment account. Other State Settlements. The MSA replaced Liggett’s prior settlements with all states and territories except for Florida, Mississippi, Texas and Minnesota. Each of these four states, prior to the effective date of the MSA, negotiated and executed settlement agreements with each of the other major tobacco companies, separate from those settlements reached previously with Liggett. Except as described below, Liggett’s agreements with these states remain in full force and effect. These states’ settlement agreements with Liggett contained most favored nation provisions which could reduce Liggett’s payment obligations based on subsequent settlements or resolutions by those states with certain other tobacco companies. Beginning in 1999, Liggett determined that, based on settlements or resolutions with United States Tobacco Company, Liggett’s payment obligations to those four states were eliminated. With respect to all non-economic obligations under the previous settlements, Liggett believes it is entitled to the most favorable provisions as between the MSA and each state’s respective settlement with the other major tobacco companies. Therefore, Liggett’s non-economic obligations to all states and territories are now defined by the MSA. In 2003, as a result of a dispute with Minnesota regarding its settlement agreement, Liggett agreed to pay $100 a year in any year cigarettes manufactured by Liggett are sold in that state. Further, the Attorneys General for Florida, Mississippi and Texas advised Liggett that they believed Liggett had failed to make payments under the respective settlement agreements with those states. In 2010, Liggett settled with Florida and agreed to pay $1,200 and to make further annual payments of $250 for a period of 21 years, starting in March 2011, with the payments from year 12 forward being subject to an inflation adjustment. In January 2016, the Attorney General for Mississippi filed a motion in Chancery Court in Jackson County, Mississippi to enforce the March 1996 settlement agreement alleging that Liggett owes Mississippi at least $27,000 in compensatory damages (including interest) as well as punitive damages and attorneys’ fees. In April 2017, the Chancery Court ruled that the settlement agreement should be enforced and referred the matter to a Special Master for further proceedings to determine the amount of damages, if any, to be awarded. In May 2017, Liggett filed a Petition for Interlocutory Appeal to the Mississippi Supreme Court, which was denied. Liggett filed a demand for arbitration regarding two specific issues and moved in Chancery Court to compel arbitration and stay the proceedings pending before the Special Master. In June 2018, the Chancery Court granted Liggett’s motion to compel arbitration and stayed the proceedings before the Special Master pending completion of the arbitration. On March 21, 2019, the arbitration panel issued its decision on the two specific issues before it: (i) the panel ruled in favor of Liggett, finding that the $294,000 of proceeds from Eve Holdings’ 1999 brand sale should not be included in Liggett’s pre-tax income, which would reduce the amount of compensatory damages, if any, that would be due to Mississippi; and (ii) ruled in favor of Mississippi on the remaining issue, finding that compensatory damages to Mississippi, if any, would be based on 0.5% of Liggett’s annual pre-tax |
Employee Benefit Plans
Employee Benefit Plans | 6 Months Ended |
Jun. 30, 2019 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | EMPLOYEE BENEFIT PLANS The following table summarizes key information related to the Company’s pension plans and other postretirement benefits: Pension Benefits Pension Benefits Other Postretirement Benefits Other Postretirement Benefits Three Months Ended Six Months Ended Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, 2019 2018 2019 2018 2019 2018 2019 2018 Service cost — benefits earned during the period $ 134 $ 147 $ 267 $ 294 $ 1 $ — $ 1 $ 1 Interest cost on projected benefit obligation 1,215 1,124 2,430 2,246 87 82 173 164 Expected return on assets (1,219 ) (1,393 ) (2,437 ) (2,786 ) — — — — Amortization of prior service cost — — — — 1 — 2 — Amortization of net loss (gain) 501 451 1,002 903 (10 ) (10 ) (54 ) (20 ) Net expense $ 631 $ 329 $ 1,262 $ 657 $ 79 $ 72 $ 122 $ 145 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES The Company’s effective income tax rate is based on expected income, statutory rates, valuation allowances against deferred tax assets, and any tax planning opportunities available to the Company. For interim financial reporting, the Company estimates the annual effective income tax rate based on full year projections and applies the annual effective income tax rate against year-to-date pretax income to record income tax expense , adjusted for discrete items, if any. The Company refines annual estimates as new information becomes available. The Company’s tax rate does not bear a relationship to statutory tax rates due to permanent differences, a valuation allowance being established for interest expense that is not deductible, and state taxes. The Company’s income tax expense consisted of the following: Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 Income before provision for income taxes $ 56,766 $ 31,756 $ 78,548 $ 37,368 Income tax expense using estimated annual effective income tax rate 17,566 14,209 24,319 16,720 Changes in effective tax rates (110 ) 455 — — Change in estimate for the impact of Tax Cuts and Jobs Act of 2017 — (1,809 ) — (1,809 ) Impact of discrete items, net 3 (95 ) (111 ) (203 ) Income tax expense $ 17,459 $ 12,760 $ 24,208 $ 14,708 The discrete items for the three and six months ended June 30, 2019 and 2018 |
Investments and Fair Value Meas
Investments and Fair Value Measurements | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Investments and Fair Value Measurements | INVESTMENTS AND FAIR VALUE MEASUREMENTS The Company’s financial assets and liabilities subject to fair value measurements were as follows: Fair Value Measurements as of June 30, 2019 Description Total Quoted Prices in Active Markets for Identical Assets Total Gains (Losses) Assets: Money market funds (1) $ 196,671 $ 196,671 $ — $ — Commercial paper (1) 43,602 — 43,602 — Certificates of deposit (2) 2,179 — 2,179 — Money market funds securing legal bonds (2) 535 535 — — Investment securities at fair value Equity securities at fair value Marketable equity securities 24,257 24,257 — — Mutual funds invested in fixed-income securities 22,012 22,012 — — Total equity securities at fair value 46,269 46,269 — — Debt securities available for sale U.S. government securities 19,535 — 19,535 — Corporate securities 47,427 — 47,427 — U.S. government and federal agency 8,623 — 8,623 — Commercial mortgage-backed securities 394 — 394 — Commercial paper 9,026 — 9,026 — Index-linked U.S. bonds 2,664 — 2,664 — Foreign fixed-income securities 1,162 — 1,162 — Total debt securities available for sale 88,831 — 88,831 — Total investment securities at fair value 135,100 46,269 88,831 — Long-term investments Equity securities at fair value that qualify for the NAV practical expedient (3) 53,175 — — — Total $ 431,262 $ 243,475 $ 134,612 $ — Liabilities: Fair value of contingent liability $ 6,195 $ — $ — $ 6,195 Fair value of derivatives embedded within convertible debt 17,287 — — 17,287 Total $ 23,482 $ — $ — $ 23,482 (1) Amounts included in Cash and cash equivalents on the condensed consolidated balance sheet, except for $5,086 that is included in Other current assets and $3,910 that is included in Other assets. (2) Amounts included in current restricted assets and non-current restricted assets on the condensed consolidated balance sheet. (3) In accordance with Subtopic 820-10, investments that are measured at fair value using the NAV practical expedient are not classified in the fair value hierarchy. Fair Value Measurements as of December 31, 2018 Description Total Quoted Prices in Active Markets for Identical Assets Total Gains (Losses) Assets: Money market funds (1) $ 448,560 $ 448,560 $ — $ — Commercial paper (1) 46,062 — 46,062 — Certificates of deposit (2) 2,251 — 2,251 — Money market funds securing legal bonds (2) 535 535 — — Investment securities at fair value Equity securities at fair value Marketable equity securities 26,010 26,010 — — Mutual funds invested in fixed-income securities 21,192 21,192 — — Total equity securities at fair value 47,202 47,202 — — Debt securities available for sale U.S. government securities 28,514 — 28,514 — Corporate securities 41,733 — 41,733 — U.S. government and federal agency 4,369 — 4,369 — Commercial mortgage-backed securities 401 — 401 — Commercial paper 5,870 — 5,870 — Index-linked U.S. bonds 2,330 — 2,330 — Foreign fixed-income securities 1,150 — 1,150 — Total debt securities available for sale 84,367 — 84,367 — Total investment securities at fair value 131,569 47,202 84,367 — Long-term investments Equity securities at fair value that qualify for the NAV practical expedient (3) 54,628 — — — Total $ 683,605 $ 496,297 $ 132,680 $ — Liabilities: Fair value of contingent liability $ 6,304 $ — $ — $ 6,304 Fair value of derivatives embedded within convertible debt 31,424 — — 31,424 Total $ 37,728 $ — $ — $ 37,728 (1) Amounts included in Cash and cash equivalents on the condensed consolidated balance sheet, except for $2,570 that is included in current restricted assets and $3,910 that is included in non-current restricted assets. (2) Amounts included in current restricted assets and non-current restricted assets on the condensed consolidated balance sheet. (3) In accordance with Subtopic 820-10, investments that are measured at fair value using the NAV practical expedient are not classified in the fair value hierarchy. The fair value of the Level 2 certificates of deposit is based on the discounted value of contractual cash flows. The discount rate is the rate offered by the financial institution. The fair value of investment securities at fair value included in Level 1 is based on quoted market prices from various stock exchanges. The Level 2 investment securities at fair value are based on quoted market prices of securities that are thinly traded, quoted prices for identical or similar assets in markets that are not active or inputs other than quoted prices such as interest rates and yield curves. The long-term investments are based on NAV per share provided by the partnerships based on the indicated market value of the underlying assets or investment portfolio. In accordance with Subtopic 820-10, these investments are not classified under the fair value hierarchy disclosed above because they are measured at fair value using the NAV practical expedient. The fair value of derivatives embedded within convertible debt was derived using a valuation model. These derivatives have been classified as Level 3. The valuation model assumes future dividend payments by the Company and utilizes interest rates and credit spreads based upon the implied credit spread of the 5.5% Convertible Notes due 2020 to determine the fair value of the derivatives embedded within the convertible debt. The changes in fair value of derivatives embedded within convertible debt are presented on the condensed consolidated statements of operations. The fair value of the Level 3 contingent liability was derived using a Monte Carlo valuation model. As part of the acquisition of the 29.41% non-controlling interest in Douglas Elliman, New Valley entered into a four-year payout agreement that requires it to pay the sellers a portion of the fair value in excess of the purchase price of Douglas Elliman should a sale of a controlling interest in Douglas Elliman occur. The contingent liability is recorded within “ Other liabilities ” in the condensed consolidated balance sheet, and any change in fair value will be recorded in “ Other, net ” within the condensed consolidated statements of operations. The value of the contingent liability is calculated using the outstanding payable owed to the sellers and the estimated fair value of Douglas Elliman. The liability is contingent upon the sale of a controlling interest in Douglas Elliman by the Company prior to October 1, 2022. The unobservable inputs related to the valuations of the Level 3 assets and liabilities were as follows at June 30, 2019 : Quantitative Information about Level 3 Fair Value Measurements Fair Value at June 30, Valuation Technique Unobservable Input Range (Actual) Fair value of derivatives embedded within convertible debt $ 17,287 Discounted cash flow Assumed annual stock dividend 5 % Assumed annual cash dividend $ 1.60 Stock price $ 9.75 Convertible trading price (as a percentage of par value) 103.06 % Volatility 33.11 % Risk-free rate Term structure of US Treasury Securities Implied credit spread 5.25% - 7.25% (6.25%) Fair value of contingent liability $ 6,195 Monte Carlo simulation model Estimated fair value of the Douglas Elliman reporting unit $ 320,000 Risk-free rate for a 3.5 year term 1.71 % Leverage-adjusted equity volatility of peer firms 26.24 % The unobservable inputs related to the valuations of the Level 3 assets and liabilities were as follows at December 31, 2018 : Quantitative Information about Level 3 Fair Value Measurements Fair Value at December 31, Valuation Technique Unobservable Input Range (Actual) Fair value of derivatives embedded within convertible debt $ 31,424 Discounted cash flow Assumed annual stock dividend 5 % Assumed annual cash dividend $ 1.60 Stock price $ 9.73 Convertible trading price (as a percentage of par value) 100.31 % Volatility 20.39 % Risk-free rate Term structure of US Treasury Securities Implied credit spread 8.0% - 9.0% (8.5%) Fair value of contingent liability $ 6,304 Monte Carlo simulation model Estimated fair value of the Douglas Elliman reporting unit $ 320,000 Risk-free rate for a 4-year term 2.45 % Leverage-adjusted equity volatility of peer firms 30.22 % In addition to assets and liabilities that are recorded at fair value on a recurring basis, the Company is required to record assets and liabilities at fair value on a nonrecurring basis. Generally, assets and liabilities are recorded at fair value on a nonrecurring basis as a result of impairment charges. The Company had no nonrecurring nonfinancial assets subject to fair value measurements as of June 30, 2019 and 2018 , respectively. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2019 | |
Segment Reporting [Abstract] | |
Segment Information | SEGMENT INFORMATION The Company’s business segments for the three and six months ended June 30, 2019 and 2018 were Tobacco and Real Estate. The Tobacco segment consisted of the manufacture and sale of conventional cigarettes. The Real Estate segment included the Company’s investment in New Valley LLC, which includes Douglas Elliman, Escena, Sagaponack and investments in real estate ventures. The accounting policies of the segments are the same as those described in the summary of significant accounting policies. Financial information for the Company’s operations before taxes and non-controlling interests for the three and six months ended June 30, 2019 and 2018 were as follows: Real Corporate Tobacco Estate and Other Total Three months ended June 30, 2019 Revenues $ 294,501 $ 243,931 $ — $ 538,432 Operating income (loss) 68,651 (1) 14,453 (6,860 ) 76,244 Equity in earnings from real estate ventures — 6,391 — 6,391 Depreciation and amortization 1,950 2,024 250 4,224 Three months ended June 30, 2018 Revenues $ 274,833 $ 206,655 $ — $ 481,488 Operating income (loss) 62,515 (2) 5,867 (6,521 ) 61,861 Equity in losses from real estate ventures — (2,112 ) — (2,112 ) Depreciation and amortization 2,075 2,418 256 4,749 Six months ended June 30, 2019 Revenues $ 551,257 $ 408,099 $ — $ 959,356 Operating income (loss) 128,795 (3) 4,044 (14,005 ) 118,834 Equity in earnings from real estate ventures — 3,952 — 3,952 Depreciation and amortization 3,907 4,525 500 8,932 Capital expenditures 2,753 3,567 — 6,320 Six months ended June 30, 2018 Revenues $ 541,949 $ 368,505 $ — $ 910,454 Operating income (loss) 125,926 (4) (2,893 ) (5) (13,088 ) 109,945 Equity in losses from real estate ventures — (8,672 ) — (8,672 ) Depreciation and amortization 4,112 4,707 517 9,336 Capital expenditures 2,072 6,529 15 8,616 (1) Operating income includes $655 of litigation settlement and judgment expense. (2) Operating income includes $2,808 of income from a settlement of a long-standing dispute related to the Master Settlement Agreement, and $525 of litigation settlement and judgment expense. (3) Operating income includes $655 of litigation settlement and judgment expense. (4) Operating income includes $6,298 of income from a settlement of a long-standing dispute related to the Master Settlement Agreement, and $525 of litigation settlement and judgment expense. (5) Operating income includes $2,469 of litigation settlement and judgment income. |
Condensed Consolidating Financi
Condensed Consolidating Financial Information | 6 Months Ended |
Jun. 30, 2019 | |
Condensed Financial Information Disclosure [Abstract] | |
Condensed Consolidating Financial Information | CONDENSED CONSOLIDATING FINANCIAL INFORMATION The condensed consolidating financial information is based upon the following subsidiaries being subsidiary guarantors of unsecured debt securities that may be issued by the Company: VGR Holding LLC; Liggett Group LLC; Liggett Vector Brands LLC; Vector Research LLC; Vector Tobacco Inc.; Liggett & Myers Holdings Inc.; 100 Maple LLC; V.T. Aviation LLC; VGR Aviation LLC; Eve Holdings LLC; Zoom E-Cigs LLC; and DER Holdings LLC. Each of the subsidiary guarantors is 100% owned, directly or indirectly, by the Company, and all guarantees are full and unconditional and joint and several. The Company’s investments in its consolidated subsidiaries are presented under the equity method of accounting. The Company and the guarantors have filed a shelf registration statement for the offering of debt securities on a delayed or continuous basis and the Company is including this condensed consolidating financial information in connection therewith. Any such debt securities may be issued by the Company and guaranteed by the guarantors, but any such debt securities would not be guaranteed by any of the Company’s other subsidiaries, including those subsidiaries other than DER Holdings LLC that are engaged in the real estate businesses conducted through its subsidiary, New Valley. Presented herein are Condensed Consolidating Balance Sheets as of June 30, 2019 and 2018 , the related Condensed Consolidating Statements of Operations for the three and six months ended June 30, 2019 and 2018 , and the related Condensed Consolidating Statements of Cash Flows for the three and six months ended June 30, 2019 and 2018 of Vector Group Ltd. (Parent/Issuer), the guarantor subsidiaries (Subsidiary Guarantors) and the subsidiaries that are not guarantors (Subsidiary Non-Guarantors). CONDENSED CONSOLIDATING BALANCE SHEETS June 30, 2019 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. ASSETS: Current assets: Cash and cash equivalents $ 174,786 $ 69,154 $ 79,921 $ — $ 323,861 Investment securities at fair value 135,100 — — — 135,100 Accounts receivable - trade, net — 13,616 30,731 — 44,347 Intercompany receivables 41,312 — — (41,312 ) — Inventories — 96,934 — — 96,934 Income taxes receivable, net — — 387 (387 ) — Other current assets 4,788 6,532 26,931 — 38,251 Total current assets 355,986 186,236 137,970 (41,699 ) 638,493 Property, plant and equipment, net 404 36,799 47,059 — 84,262 Investments in real estate, net — — 27,212 — 27,212 Long-term investments (of which $53,175 were carried at fair value) 63,814 — — — 63,814 Investments in real estate ventures — — 144,766 — 144,766 Operating lease right of use assets 7,623 5,215 122,296 — 135,134 Investments in consolidated subsidiaries 429,782 245,329 — (675,111 ) — Goodwill and other intangible assets, net — 107,511 158,571 — 266,082 Other assets 15,016 38,966 41,415 — 95,397 Total assets $ 872,625 $ 620,056 $ 679,289 $ (716,810 ) $ 1,455,160 LIABILITIES AND STOCKHOLDERS' DEFICIENCY: Current liabilities: Current portion of notes payable and long-term debt $ 211,712 $ 38,690 $ 5,257 $ (5,000 ) $ 250,659 Current portion of fair value of derivatives embedded within convertible debt 17,287 — — — 17,287 Intercompany payables — 197 41,115 (41,312 ) — Income taxes payable, net 6,008 2,724 — (387 ) 8,345 Current payments due under the Master Settlement Agreement — 85,651 — — 85,651 Current operating lease liability 1,020 1,918 17,401 — 20,339 Other current liabilities 46,463 64,050 65,721 (448 ) 175,786 Total current liabilities 282,490 193,230 129,494 (47,147 ) 558,067 Notes payable, long-term debt and other obligations, less current portion 1,155,001 25,143 25,007 (25,000 ) 1,180,151 Non-current employee benefits 46,621 15,480 — — 62,101 Deferred income taxes, net (12,241 ) 20,507 33,199 — 41,465 Non-current operating lease liability 7,541 3,901 128,287 — 139,729 Other liabilities, including litigation accruals and payments due under the Master Settlement Agreement 397 36,806 43,140 — 80,343 Total liabilities 1,479,809 295,067 359,127 (72,147 ) 2,061,856 Commitments and contingencies Stockholders' (deficiency) equity attributed to Vector Group Ltd. (607,184 ) 324,989 319,674 (644,663 ) (607,184 ) Non-controlling interest — — 488 — 488 Total stockholders' (deficiency) equity (607,184 ) 324,989 320,162 (644,663 ) (606,696 ) Total liabilities and stockholders' deficiency $ 872,625 $ 620,056 $ 679,289 $ (716,810 ) $ 1,455,160 CONDENSED CONSOLIDATING BALANCE SHEETS December 31, 2018 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. ASSETS: Current assets: Cash and cash equivalents $ 474,880 $ 23,308 $ 86,393 $ — $ 584,581 Investment securities at fair value 131,569 — — — 131,569 Accounts receivable - trade, net — 15,440 18,806 — 34,246 Intercompany receivables 38,391 — — (38,391 ) — Inventories — 90,997 — — 90,997 Income taxes receivable, net — — 1,268 (1,268 ) — Other current assets 1,500 7,599 21,729 — 30,828 Total current assets 646,340 137,344 128,196 (39,659 ) 872,221 Property, plant and equipment, net 506 38,562 47,668 — 86,736 Investments in real estate, net — — 26,220 — 26,220 Long-term investments (of which $54,628 were carried at fair value) 66,259 — — — 66,259 Investments in real estate ventures — — 141,105 — 141,105 Investments in consolidated subsidiaries 431,288 252,113 — (683,401 ) — Goodwill and other intangible assets, net — 107,511 159,100 — 266,611 Other assets 14,616 38,154 37,582 — 90,352 Total assets $ 1,159,009 $ 573,684 $ 539,871 $ (723,060 ) $ 1,549,504 LIABILITIES AND STOCKHOLDERS' DEFICIENCY: Current liabilities: Current portion of notes payable and long-term debt $ 226,343 $ 29,480 $ 311 $ — $ 256,134 Current portion of fair value of derivatives embedded within convertible debt 6,635 — — — 6,635 Current portion of employee benefits — — — — — Intercompany payables — 479 37,912 (38,391 ) — Income taxes payable, net 5,257 1,263 — (1,268 ) 5,252 Current payments due under the Master Settlement Agreement — 36,561 — — 36,561 Other current liabilities 55,915 73,279 51,144 — 180,338 Total current liabilities 294,150 141,062 89,367 (39,659 ) 484,920 Notes payable, long-term debt and other obligations, less current portion 1,354,219 2,349 30,129 — 1,386,697 Fair value of derivatives embedded within convertible debt 24,789 — — — 24,789 Non-current employee benefits 45,615 15,673 — — 61,288 Deferred income taxes, net (13,084 ) 17,732 32,763 — 37,411 Other liabilities, including litigation accruals and payments due under the Master Settlement Agreement 1,379 38,179 62,207 — 101,765 Total liabilities 1,707,068 214,995 214,466 (39,659 ) 2,096,870 Commitments and contingencies Stockholders' (deficiency) equity attributed to Vector Group Ltd. (548,059 ) 358,689 324,712 (683,401 ) (548,059 ) Non-controlling interest — — 693 — 693 Total stockholders' (deficiency) equity (548,059 ) 358,689 325,405 (683,401 ) (547,366 ) Total liabilities and stockholders' deficiency $ 1,159,009 $ 573,684 $ 539,871 $ (723,060 ) $ 1,549,504 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Three Months Ended June 30, 2019 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. Revenues $ — $ 294,621 $ 243,931 $ (120 ) $ 538,432 Expenses: Cost of sales — 204,461 163,713 — 368,174 Operating, selling, administrative and general expenses 9,515 18,167 65,797 (120 ) 93,359 Litigation settlement and judgment expense — 655 — — 655 Management fee expense — 2,992 — (2,992 ) — Operating (loss) income (9,515 ) 68,346 14,421 2,992 76,244 Other income (expenses): Interest expense (31,706 ) (1,043 ) (228 ) 224 (32,753 ) Change in fair value of derivatives embedded within convertible debt 3,788 — — — 3,788 Equity in earnings from real estate ventures — — 6,391 — 6,391 Equity in earnings in consolidated subsidiaries 66,163 15,138 — (81,301 ) — Management fee income 2,992 — — (2,992 ) — Other, net 2,017 447 632 — 3,096 Income before provision for income taxes 33,739 82,888 21,216 (81,077 ) 56,766 Income tax benefit (expense) 5,568 (17,118 ) (5,909 ) — (17,459 ) Net income 39,307 65,770 15,307 (81,077 ) 39,307 Net loss attributed to non-controlling interest — — — — — Net income attributed to Vector Group Ltd. $ 39,307 $ 65,770 $ 15,307 $ (81,077 ) $ 39,307 Comprehensive loss attributed to non-controlling interest $ — $ — $ — $ — $ — Comprehensive income attributed to Vector Group Ltd. $ 39,912 $ 66,004 $ 15,307 $ (81,311 ) $ 39,912 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Three Months Ended June 30, 2018 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. Revenues $ — $ 274,953 $ 206,655 $ (120 ) $ 481,488 Expenses: Cost of sales — 192,761 140,005 — 332,766 Operating, selling, administrative and general expenses 8,320 16,570 61,566 (120 ) 86,336 Litigation settlement and judgment expense — 525 — — 525 Management fee expense — 2,877 — (2,877 ) — Operating (loss) income (8,320 ) 62,220 5,084 2,877 61,861 Other income (expenses): Interest expense (47,738 ) (676 ) (7 ) — (48,421 ) Change in fair value of derivatives embedded within convertible debt 10,717 — — — 10,717 Equity in losses from real estate ventures — — (2,112 ) — (2,112 ) Equity in earnings in consolidated subsidiaries 52,092 — — (52,092 ) — Management fee income 2,877 — — (2,877 ) — Other, net 6,065 3,310 336 — 9,711 Income before provision for income taxes 15,693 64,854 3,301 (52,092 ) 31,756 Income tax benefit (expense) 2,125 (15,688 ) 803 — (12,760 ) Net income 17,818 49,166 4,104 (52,092 ) 18,996 Net income attributed to non-controlling interest — — (1,178 ) — (1,178 ) Net income attributed to Vector Group Ltd. $ 17,818 $ 49,166 $ 2,926 $ (52,092 ) $ 17,818 Comprehensive income attributed to non-controlling interest $ — $ — $ (1,178 ) $ — $ (1,178 ) Comprehensive income attributed to Vector Group Ltd. $ 18,137 $ 49,312 $ 2,926 $ (52,238 ) $ 18,137 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Six Months Ended June 30, 2019 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. Revenues $ — $ 551,496 $ 408,099 $ (239 ) $ 959,356 Expenses: Cost of sales — 381,764 272,430 — 654,194 Operating, selling, administrative and general expenses 19,346 34,858 131,708 (239 ) 185,673 Litigation settlement and judgment expense — 655 — — 655 Management fee expense — 5,985 — (5,985 ) — Operating (loss) income (19,346 ) 128,234 3,961 5,985 118,834 Other income (expenses): Interest expense (68,254 ) (2,010 ) (457 ) 448 (70,273 ) Change in fair value of derivatives embedded within convertible debt 14,137 — — — 14,137 Equity in earnings from real estate ventures — — 3,952 — 3,952 Equity in earnings in consolidated subsidiaries 101,428 4,724 — (106,152 ) — Management fee income 5,985 — — (5,985 ) — Other, net 9,962 600 1,336 — 11,898 Income before provision for income taxes 43,912 131,548 8,792 (105,704 ) 78,548 Income tax benefit (expense) 10,348 (32,066 ) (2,490 ) — (24,208 ) Net income 54,260 99,482 6,302 (105,704 ) 54,340 Net income attributed to non-controlling interest — — (80 ) — (80 ) Net income attributed to Vector Group Ltd. $ 54,260 $ 99,482 $ 6,222 $ (105,704 ) $ 54,260 Comprehensive income attributed to non-controlling interest $ — $ — $ (80 ) $ — $ (80 ) Comprehensive income attributed to Vector Group Ltd. $ 55,446 $ 99,951 $ 6,222 $ (106,173 ) $ 55,446 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Six Months Ended June 30, 2018 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. Revenues $ — $ 542,188 $ 368,505 $ (239 ) $ 910,454 Expenses: Cost of sales — 377,723 249,318 — 627,041 Operating, selling, administrative and general expenses 17,416 32,845 125,390 (239 ) 175,412 Litigation settlement and judgment expense (income) — 525 (2,469 ) — (1,944 ) Management fee expense — 5,754 — (5,754 ) — Operating (loss) income (17,416 ) 125,341 (3,734 ) 5,754 109,945 Other income (expenses): Interest expense (92,969 ) (1,343 ) (56 ) — (94,368 ) Change in fair value of derivatives embedded within convertible debt 21,284 — — — 21,284 Equity in losses from real estate ventures — — (8,672 ) — (8,672 ) Equity in earnings in consolidated subsidiaries 86,513 — (86,513 ) — Management fee income 5,754 — — (5,754 ) — Other, net 8,820 (319 ) 678 — 9,179 Income (loss) before provision for income taxes 11,986 123,679 (11,784 ) (86,513 ) 37,368 Income tax benefit (expense) 13,043 (31,548 ) 3,797 — (14,708 ) Net income (loss) 25,029 92,131 (7,987 ) (86,513 ) 22,660 Net loss attributed to non-controlling interest — — 2,369 — 2,369 Net income (loss) attributed to Vector Group Ltd. $ 25,029 $ 92,131 $ (5,618 ) $ (86,513 ) $ 25,029 Comprehensive loss attributed to non-controlling interest $ — $ — $ 2,369 $ — $ 2,369 Comprehensive income (loss) attributed to Vector Group Ltd. $ 25,598 $ 92,415 $ (5,618 ) $ (86,797 ) $ 25,598 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Six Months Ended June 30, 2019 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. Net cash provided by operating activities $ 78,661 $ 148,639 $ 10,158 $ (139,356 ) $ 98,102 Cash flows from investing activities: Sale of investment securities 12,942 — — — 12,942 Maturities of investment securities 28,610 — — — 28,610 Purchase of investment securities (44,222 ) — — — (44,222 ) Investments in real estate ventures — — (21,908 ) — (21,908 ) Purchase of subsidiaries — — (668 ) — (668 ) Distributions from investments in real estate ventures — — 23,200 — 23,200 Increase in cash surrender value of life insurance policies (385 ) (404 ) — — (789 ) (Increase) decrease in restricted assets (15 ) 683 — — 668 Investments in subsidiaries (27,482 ) — — 27,482 — Proceeds from sale of fixed assets — 8 — — 8 Capital expenditures — (2,753 ) (3,567 ) — (6,320 ) Pay downs of investment securities 545 — — — 545 Investments in real estate, net — — (1,153 ) — (1,153 ) Net cash used in investing activities (30,007 ) (2,466 ) (4,096 ) 27,482 (9,087 ) Cash flows from financing activities: Deferred financing costs — (33 ) — — (33 ) Repayments of debt (230,000 ) (621 ) (150 ) — (230,771 ) Borrowings under revolver — 172,224 — — 172,224 Repayments on revolver — (169,727 ) — — (169,727 ) Capital contributions received — 575 26,907 (27,482 ) — Intercompany dividends paid — (102,739 ) (36,617 ) 139,356 — Dividends and distributions on common stock (118,748 ) — — — (118,748 ) Distributions to non-controlling interest — — (285 ) — (285 ) Net cash used in financing activities (348,748 ) (100,321 ) (10,145 ) 111,874 (347,340 ) Net (decrease) increase in cash, cash equivalents and restricted cash (300,094 ) 45,852 (4,083 ) — (258,325 ) Cash, cash equivalents and restricted cash, beginning of period 474,880 23,849 93,000 — 591,729 Cash, cash equivalents and restricted cash, end of period $ 174,786 $ 69,701 $ 88,917 $ — $ 333,404 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Six Months Ended June 30, 2018 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. Net cash provided by operating activities $ 88,944 $ 144,713 $ 4,109 $ (115,340 ) $ 122,426 Cash flows from investing activities: Sale of investment securities 2,647 — — — 2,647 Maturities of investment securities 10,598 — — — 10,598 Purchase of investment securities (12,402 ) — — — (12,402 ) Investments in real estate ventures — — (4,343 ) — (4,343 ) Investments in real estate, net — — (1,009 ) — (1,009 ) Acquisition of a business — — (403 ) — (403 ) Distributions from investments in real estate ventures — — 27,134 — 27,134 Increase in cash surrender value of life insurance policies (408 ) (401 ) — — (809 ) Decrease in restricted assets 22 240 — — 262 Repayments of notes receivable 20,000 — 32 (20,000 ) 32 Pay downs of investment securities 928 — — — 928 Investments in subsidiaries (6,790 ) — — 6,790 — Capital expenditures (15 ) (2,072 ) (6,529 ) — (8,616 ) Net cash provided by (used in) investing activities 14,580 (2,233 ) 14,882 (13,210 ) 14,019 Cash flows from financing activities: Repayments of debt — (20,840 ) (147 ) 20,000 (987 ) Borrowings under revolver — 134,310 — — 134,310 Repayments on revolver — (137,877 ) — — (137,877 ) Capital contributions received — 500 6,290 (6,790 ) — Intercompany dividends paid — (83,219 ) (32,121 ) 115,340 — Dividends and distributions on common stock (112,462 ) — — — (112,462 ) Distributions to non-controlling interest — — (359 ) — (359 ) Net cash used in financing activities (112,462 ) (107,126 ) (26,337 ) 128,550 (117,375 ) Net (decrease) increase in cash, cash equivalents and restricted cash (8,938 ) 35,354 (7,346 ) — 19,070 Cash, cash equivalents and restricted cash, beginning of period 194,719 20,175 96,043 — 310,937 Cash, cash equivalents and restricted cash, end of period $ 185,781 $ 55,529 $ 88,697 $ — $ 330,007 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation : The condensed consolidated financial statements of Vector Group Ltd. (the “Company” or “Vector”) include the accounts of Liggett Group LLC (“Liggett”), Vector Tobacco Inc. (“Vector Tobacco”), Liggett Vector Brands LLC (“Liggett Vector Brands”), New Valley LLC (“New Valley”) and other less significant subsidiaries. New Valley includes the accounts of Douglas Elliman Realty, LLC (“Douglas Elliman”) and other less significant subsidiaries. All significant intercompany balances and transactions have been eliminated. Liggett and Vector Tobacco are engaged in the manufacture and sale of cigarettes in the United States. Liggett Vector Brands coordinates Liggett and Vector Tobacco’s sales and marketing efforts. Certain references to “Liggett” refer to the Company’s tobacco operations, including the business of Liggett and Vector Tobacco, unless otherwise specified. New Valley is engaged in the real estate business. |
Basis of Accounting | The unaudited, interim condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and, in management’s opinion, contain all adjustments, consisting only of normal recurring items, necessary for a fair statement of the results for the periods presented. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 filed with the Securities and Exchange Commission (“SEC”). The consolidated results of operations for interim periods should not be regarded as necessarily indicative of the results that may be expected for the entire year. |
Distributions and Dividends on Common Stock | Distributions and Dividends on Common Stock : The Company records distributions on its common stock as dividends in its condensed consolidated statement of stockholders’ deficiency to the extent of retained earnings. Any amounts exceeding retained earnings are recorded as a reduction to additional paid-in capital to the extent paid-in-capital is available and then to accumulated deficit. The Company’s stock dividends are recorded as stock splits and given retroactive effect to earnings per share for all periods presented. |
Earnings Per Share (“EPS”) | Earnings Per Share (“EPS”) : Information concerning the Company’s common stock has been adjusted to give retroactive effect to the 5% stock dividend distributed to Company stockholders on September 27, 2018 . All per share amounts and references to share amounts have been updated to reflect the retrospective effect of the stock dividend. |
Fair Value of Derivatives Embedded within Convertible Debt | Fair Value of Derivatives Embedded within Convertible Debt : |
Investments in Real Estate Ventures | Investments in Real Estate Ventures: In accounting for its investments in real estate ventures, the Company identified its participation in Variable Interest Entities (“VIE”), which are defined as (a) entities in which the equity investment at risk is not sufficient to finance its activities without additional subordinated financial support; (b) as a group, the equity investors at risk lack (1) the power to direct the activities of a legal entity that most significantly impact the entity’s economic performance, (2) the obligation to absorb the expected losses of the entity, or (3) the right to receive the expected residual returns of the entity; or (c) as a group, the equity investors have voting rights that are not proportionate to their economic interests and the entity’s activities involve or are conducted on behalf of an investor with a disproportionately small voting interest. The Company’s interest in VIEs is primarily in the form of equity ownership. The Company examines specific criteria and uses judgment when determining if the Company is the primary beneficiary of a VIE. Factors considered include risk and reward sharing, experience and financial condition of other partner(s), voting rights, involvement in day-to-day capital and operating decisions, representation on a VIE’s executive committee, existence of unilateral kick-out rights exclusive of protective rights or voting rights and level of economic disproportionality between the Company and its other partner(s). Accounting guidance requires the consolidation of VIEs in which the Company is the primary beneficiary. The guidance requires consolidation of VIEs that an enterprise has a controlling financial interest. A controlling financial interest will have both of the following characteristics: (a) the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance and (b) the obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. The Company’s maximum exposure to loss in its investments in unconsolidated VIEs is limited to its investment in the VIE, any unfunded capital commitments to the VIE, and, in some cases, guarantees in connection with debt on the specific project. The Company’s maximum exposure to loss in its investment in consolidated VIEs is limited to its investment, which is the carrying value of the investment net of the non-controlling interest. Creditors of the consolidated VIEs have no recourse to the general credit of the primary beneficiary. |
Restricted Cash | Amounts included in current restricted assets and non-current restricted assets represent cash and cash equivalents required to be deposited into escrow for bonds required to appeal adverse product liability judgments, amounts required for letters of credit related to office leases, and certain deposit requirements for banking arrangements. The restrictions related to the appellate bonds will remain in place until the appeal process has been completed. The restrictions related to the letters of credit will remain in place for the duration of the respective lease. The restrictions related to the banking arrangements will remain in place for the duration of the arrangement. |
New Accounting Pronouncements | New Accounting Pronouncements : Accounting Standards Updates (“ASU”) adopted in 2019 : In July 2018, the FASB issued ASU No. 2018-09, Codification Improvements (“ASU 2018-09”). This standard does not prescribe any new accounting guidance, but instead makes minor improvements and clarifications of several different FASB Accounting Standards Codification areas based on comments and suggestions made by various stakeholders. Certain updates were applicable immediately while others were effective for the Company’s fiscal year beginning January 1, 2019. Adoption of this update did not have a material impact on the Company’s condensed consolidated financial statements. In February 2018, the FASB issued ASU No. 2018-02, Income Statement – Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income (“ASU 2018-02”), which allows for stranded tax effects in accumulated other comprehensive income resulting from the Tax Act to be reclassified to retained earnings. The Company adopted ASU 2018-02 effective January 1, 2019. The reclassification from the adoption of this standard resulted in a decrease of $4,697 to accumulated deficit and an increase of $4,697 to accumulated other comprehensive loss. In February 2016, the FASB issued ASU 2016-02, Leases (“ASU 2016-02”), which provides guidance for accounting for leases. ASU 2016-02 requires lessees to classify leases as either finance or operating leases and to record a right-of-use asset and a lease liability for all leases with a term greater than 12 months regardless of the lease classification. The lease classification will determine whether the lease expense is recognized based on an effective interest rate method or on a straight-line basis over the term of the lease. Accounting for lessors remains largely unchanged from current U.S. GAAP. In July 2018, the FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases and ASU 2018-11 “Leases (Topic 842): Targeted Improvements” (ASU 2018-11). ASU 2018-10 clarifies certain areas within ASU 2016-02. Prior to ASU 2018-11, a modified retrospective transition was required for financing or operating leases existing at or entered into after the beginning of the earliest comparative period presented in the financial statements. ASU 2018-11 allows entities an additional transition method to the existing requirements whereby an entity could adopt the provisions of ASU 2016-02 by recognizing a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption without adjustment to the financial statements for periods prior to adoption. ASU 2018-11 also allows a practical expedient that permits lessors to not separate non-lease components from the associated lease component if certain conditions are present. In December 2018, the FASB also issued ASU 2018-20, Leases (Topic 842): Narrow-Scope Improvements for Lessors, which requires lessors to exclude lessor costs paid directly to a third party by lessees from lease revenues and expenses, provides an election for lessors to exclude sales taxes and other similar taxes collected from lessees from consideration in the contract, and clarifies lessors accounting for variable payments related to lease and nonlease components. ASU 2016-02, ASU 2018-10, ASU 2018-11 and ASU 2018-20 was effective for the Company’s fiscal year beginning January 1, 2019 and subsequent interim periods. On January 1, 2019, the Company adopted ASU No. 2016-02- Leases (Topic 842) applying the modified retrospective method and the option presented under ASU 2018-11 to transition only active leases as of January 1, 2019 with a cumulative effect adjustment as of that date. See Note 3 - Leases, for additional accounting policy and transition disclosures. ASUs to be adopted in future periods: In October 2018, the FASB issued ASU No. 2018-17, Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities. The guidance requires indirect interests held through related parties under common control arrangements be considered on a proportional basis for determining whether fees paid to decision makers and service providers are variable interests. The guidance is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The Company is currently evaluating the impact of the new guidance on our condensed consolidated financial statements. In October 2018, the FASB issued ASU No. 2018-16, Inclusion of the Secured Overnight Financing Rate (“SOFR”) Overnight Index Swap (“OIS”) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes (“ASU 2018-16” ) , which amends ASC 815, Derivatives and Hedging. This ASU adds the OIS rate based on SOFR to the list of permissible benchmark rates for hedge accounting purposes. The amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Adoption of ASU 2018-16 will be on a prospective basis for qualifying new or redesignated hedging relationships entered into on or after the date of adoption. The Company is currently assessing the impact the adoption of ASU 2018-16 will have on the Company’s condensed consolidated financial statements. In August 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other Internal Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. The amendments in this update align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. ASU 2018-15 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently assessing the impact the adoption of ASU 2018-15 will have on the Company’s condensed consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-14, Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20): Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans (“ASU 2018-14”). ASU 2018-14 eliminates the requirement to disclose the amounts in accumulated other comprehensive income expected to be recognized as part of net periodic benefit cost over the next year. The ASU also removes the disclosure requirements for the effects of a one-percentage-point change on the assumed health care costs and the effect of this change in rates on service cost, interest cost and the benefit obligation for postretirement health care benefits. ASU 2018-14 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2020. Early adoption is permitted. The adoption of ASU 2018-14 will impact financial statement disclosure with no impact on operating results. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement, which is designed to improve the effectiveness of disclosures by removing, modifying and adding disclosures related to fair value measurements. The ASU eliminates disclosures such as the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy. The ASU also adds new disclosure requirements for Level 3 measurements. ASU No. 2018-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The adoption of ASU 2018-13 will impact financial statement disclosure with no impact on operating results. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), sets forth a current expected credit loss model that changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. This guidance is effective for fiscal years beginning after December 15, 2019, with early adoption permitted. The Company is currently assessing the impact the adoption of ASU 2016-13 will have on the Company’s condensed consolidated financial statements. Revenue Recognition Accounting Pronouncement Adoption On January 1, 2018, the Company adopted Topic 606 applying the modified retrospective method. The following practical expedients and optional disclosure exemptions available under Topic 606 have been applied: 1. The Company applied the optional exemption in paragraph 606-10-50-14 of Topic 606, and has not disclosed the amount of the transaction price allocated to the remaining performance obligations for the Real Estate property management business because the contracts to provide property management services are typically annual contracts. 2. The Company applied the optional exemption in paragraph 606-10-50-14A of Topic 606, and has not disclosed the amount of the transaction price allocated to the remaining performance obligations for the Real Estate development marketing business because the transaction prices in these contracts are comprised entirely of variable consideration based on the ultimate selling price of each unit in the subject property. |
Revenue Recognition | Revenue Recognition Policies Revenue is measured based on a consideration specified in a contract with a customer less any sales incentives. Revenue is recognized when (a) an enforceable contract with a customer exists, that has commercial substance, and collection of substantially all consideration for services is probable; and (b) the performance obligations to the customer are satisfied either over time or at a point in time. Tobacco sales: Revenue from cigarette sales, which include federal excise taxes billed to customers, are recognized upon shipment of cigarettes when control has passed to the customer. Average collection terms for Tobacco sales range between three and twelve days from the time that the cigarettes are shipped to the customer. The Company records a liability for goods estimated to be returned in other current liabilities and the associated receivable for anticipated federal excise tax refunds in other current assets on the condensed consolidated balance sheet. The liability for returned goods is based principally on sales volumes and historical return rates. The estimated costs of sales incentives, including customer incentives and trade promotion activities, are based principally on historical experience and are accounted for as reductions in Tobacco revenue. Expected payments for sales incentives are included in other current liabilities on the Company’s condensed consolidated balance sheet. The Company accounts for shipping and handling costs as fulfillment costs as part of cost of sales. Real estate sales: R eal estate commissions and other payments earned by the Company’s real estate brokerage businesses are recognized as revenue when the real estate sale is completed or lease agreement is executed, which is the point in time that the performance obligation is satisfied. Any commission and other payments received in advance are deferred until the satisfaction of the performance obligation. Corresponding agent commission expenses, including any advance commission or other direct expense payments, are deferred and recognized as cost of sales concurrently with related revenues. The Company’s Real Estate revenue contracts with customers do not have multiple material performance obligations to customers under Topic 606, except for contracts in the Company’s development marketing business. Contracts in the development marketing business provide the Company with the exclusive right to sell units in a subject property for a commission fee per unit sold calculated as a percentage of the sales price of each unit. Accordingly, a performance obligation exists for each unit in the development marketing property under contract, and a portion of the total contract transaction price is allocated to and recognized at the time each unit is sold. The total contract transaction price is allocated to each unit in the subject property and recognized when the performance obligation, i.e. the sale of each unit, is satisfied. Accordingly, the transaction price allocated to the remaining performance obligations for the development marketing business represents variable consideration allocated entirely to wholly unsatisfied performance obligations. Under development marketing service arrangements, dedicated staff are required for a subject property and these costs are typically reimbursed from the customer through advance payments that are recoupable from future commission earnings. Advance payments received and associated direct costs paid are deferred, allocated to each unit in the subject property, and recognized at the time of the completed sale of each unit. Development marketing service arrangements also include direct fulfillment costs incurred in advance of the satisfaction of the performance obligation. The Company capitalizes costs incurred in fulfilling a contract with a customer if the fulfillment costs 1) relate directly to an existing contract or anticipated contract, 2) generate or enhance resources that will be used to satisfy performance obligations in the future, and 3) are expected to be recovered. These costs are amortized over the estimated customer relationship period which is the contract term. The Company uses an amortization method that is consistent with the pattern of transfer of goods or services to its customers by allocating these costs to each unit in the subject property and expensing these costs as each unit sold is closed over the contract. Commission revenue is recognized at the time the performance obligation is met for commercial leasing contracts, which is when the lease agreement is executed, as there are no further performance obligations, including any amounts of future payments under extended payment terms. Property management revenue arrangements consist of providing operational and administrative services to manage a subject property. Fees for these services are typically billed and collected monthly. Property management service fees are recognized as revenue over time using the output method as the performance obligations under the customer arrangement are satisfied each month. Title insurance commission fee revenue is earned when the sale of the title insurance policy is completed, which corresponds to the point in time when the underlying real estate sale is completed, which is when the performance obligation is satisfied. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Net income for purposes of determining basic and diluted EPS | Net income for purposes of determining basic EPS was as follows: Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 Net income attributed to Vector Group Ltd. $ 39,307 $ 17,818 $ 54,260 $ 25,029 Income attributed to participating securities (2,027 ) (1,692 ) (4,029 ) (3,464 ) Net income applicable to common shares attributed to Vector Group Ltd. $ 37,280 $ 16,126 $ 50,231 $ 21,565 Net income for purposes of determining diluted EPS was as follows: Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 Net income attributed to Vector Group Ltd. $ 39,307 $ 17,818 $ 54,260 $ 25,029 Income attributable to 7.5% Variable Interest Senior Convertible Notes — — (1,246 ) — Income attributed to participating securities (2,027 ) (1,692 ) (4,029 ) (3,464 ) Net income applicable to common shares attributed to Vector Group Ltd. $ 37,280 $ 16,126 $ 48,985 $ 21,565 |
Basic and diluted EPS calculation shares | Basic and diluted EPS were calculated using the following common shares: Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 Weighted-average shares for basic EPS 139,532,405 139,301,817 139,514,592 139,295,176 Plus incremental shares related to convertible debt — — 1,380,717 — Plus incremental shares related to stock options and non-vested restricted stock 11,507 335,827 13,564 336,287 Weighted-average shares for diluted EPS 139,543,912 139,637,644 140,908,873 139,631,463 |
Outstanding shares not included in the computation of diluted EPS | The following non-vested restricted stock and shares issuable upon the conversion of convertible debt were outstanding during the three and six months ended June 30, 2019 and 2018 , but were not included in the computation of diluted EPS because the impact of the per share expense associated with the restricted stock were greater than the average market price of the common shares during the respective periods and the common shares issuable under the convertible debt were anti-dilutive to EPS. Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 Weighted-average shares of non-vested restricted stock 1,340,781 — 1,340,781 — Weighted-average expense per share $ 18.82 $ — $ 18.82 $ — Weighted-average number of shares issuable upon conversion of debt 10,901,963 28,819,626 10,901,963 28,819,626 Weighted-average conversion price $ 21.28 $ 16.96 $ 21.28 $ 16.96 |
Schedule of other income (loss), net | Other, net consisted of: Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 Interest and dividend income $ 3,139 $ 2,145 $ 6,347 $ 4,067 Equity in (losses) earnings from investments (1,685 ) 4,813 (323 ) 5,975 Net gains (losses) recognized on investment securities 2,315 3,006 7,088 (333 ) Net periodic benefit cost other than the service costs (575 ) (254 ) (1,116 ) (507 ) Other (expense) income (98 ) 1 (98 ) (23 ) Other, net $ 3,096 $ 9,711 $ 11,898 $ 9,179 |
Schedule of other assets | Other Assets : Other assets consisted of: June 30, 2019 December 31, 2018 Restricted assets $ 6,327 $ 6,306 Prepaid pension costs 24,489 23,869 Other assets 64,581 60,177 Total other assets $ 95,397 $ 90,352 |
Schedule of other current liabilities | Other current liabilities consisted of: June 30, 2019 December 31, 2018 Accounts payable $ 9,852 $ 13,144 Accrued promotional expenses 26,586 37,940 Accrued excise and payroll taxes payable, net 16,044 14,612 Accrued interest 32,375 38,673 Commissions payable 26,698 12,975 Accrued salary and benefits 21,231 30,228 Contract liabilities 8,159 — Allowance for sales returns 7,042 6,935 Other current liabilities 27,799 25,831 Total other current liabilities $ 175,786 $ 180,338 |
Schedule of goodwill and other intangible assets, net | The components of “Goodwill and other intangible assets, net” were as follows: June 30, December 31, Goodwill $ 78,008 $ 77,568 Indefinite life intangibles: Intangible asset associated with benefit under the MSA 107,511 107,511 Trademark - Douglas Elliman 80,000 80,000 Intangibles with a finite life, net 563 1,532 Total goodwill and other intangible assets, net $ 266,082 $ 266,611 |
Schedule of components of cash, cash equivalents and restricted cash | The components of “Cash, cash equivalents and restricted cash” in the Statement of Cash Flows were as follows: June 30, December 31, Cash and cash equivalents $ 323,861 $ 584,581 Restricted cash and cash equivalents included in other current assets 5,086 2,697 Restricted cash and cash equivalents included in other assets 4,457 4,451 Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 333,404 $ 591,729 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | In the following table, revenue is disaggregated by major product line for the Tobacco segment: Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 Tobacco Segment Revenues: Core Discount Brands - EAGLE 20’s, PYRAMID, GRAND PRIX, LIGGETT SELECT, and EVE $ 267,277 $ 248,370 $ 500,383 $ 489,901 Other Brands 27,224 26,463 50,874 52,048 Total tobacco revenues $ 294,501 $ 274,833 $ 551,257 $ 541,949 In the following table, revenue is disaggregated by major services line and primary geographical market for the Real Estate segment: Three Months Ended June 30, 2019 New York City Northeast Southeast West Total Real Estate Segment Revenues : Commission brokerage income $ 104,301 $ 39,880 $ 31,324 $ 31,653 $ 207,158 Development marketing 22,718 — 436 22 23,176 Property management revenue 10,048 170 — — 10,218 Title fees — 2,400 — — 2,400 Total Douglas Elliman revenue 137,067 42,450 31,760 31,675 242,952 Other real estate revenues — — — 979 979 Total real estate revenues $ 137,067 $ 42,450 $ 31,760 $ 32,654 $ 243,931 Three Months Ended June 30, 2018 New York City Northeast Southeast West Total Real Estate Segment Revenues : Commission brokerage income $ 76,175 $ 43,228 $ 31,909 $ 28,099 $ 179,411 Development marketing 10,559 129 4,788 49 15,525 Property management revenue 8,560 181 — — 8,741 Title fees — 1,922 — — 1,922 Total Douglas Elliman revenue 95,294 45,460 36,697 28,148 205,599 Other real estate revenues — — — 1,056 1,056 Total real estate revenues $ 95,294 $ 45,460 $ 36,697 $ 29,204 $ 206,655 Six Months Ended June 30, 2019 New York City Northeast Southeast West Total Real Estate Segment Revenues : Commission brokerage income $ 169,980 $ 70,991 $ 54,295 $ 50,182 $ 345,448 Development marketing 34,104 — 3,066 29 37,199 Property management revenue 18,215 354 — — 18,569 Title fees — 3,633 — — 3,633 Total Douglas Elliman revenue 222,299 74,978 57,361 50,211 404,849 Other real estate revenues — — — 3,250 3,250 Total real estate revenues $ 222,299 $ 74,978 $ 57,361 $ 53,461 $ 408,099 Six Months Ended June 30, 2018 New York City Northeast Southeast West Total Real Estate Segment Revenues : Commission brokerage income $ 136,583 $ 75,906 $ 56,307 $ 49,511 $ 318,307 Development marketing 21,169 252 5,081 243 26,745 Property management revenue 16,698 381 — — 17,079 Title fees — 2,911 — — 2,911 Total Douglas Elliman revenue 174,450 79,450 61,388 49,754 365,042 Other real estate revenues — — — 3,463 3,463 Total real estate revenues $ 174,450 $ 79,450 $ 61,388 $ 53,217 $ 368,505 |
Contract Balances | The following table provides information about contracts assets and contract liabilities from development marketing and commercial leasing contracts with customers: June 30, 2019 January 1, 2019 Receivables, which are included in accounts receivable - trade, net $ 2,321 $ 2,050 Contract assets, net, which are included in other current assets 9,481 9,264 Payables, which are included in other current liabilities 1,373 1,082 Contract liabilities, which are included in other current liabilities 8,159 7,071 Contract assets, net, which are included in other assets 18,693 15,794 Contract liabilities, which are included in other liabilities 34,398 30,445 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Lease Expense and Supplemental Cash Flow Information | The components of lease expense were as follows: Three Months Ended Six Months Ended June 30, June 30, 2019 2019 Operating lease cost $ 9,630 $ 18,505 Short-term lease cost 279 513 Variable lease cost 898 1,690 Finance lease cost: Amortization 63 119 Interest on lease liabilities 4 7 Total lease cost $ 10,874 $ 20,834 Supplemental cash flow information related to leases was as follows: Six Months Ended June 30, 2019 Cash paid for amounts included in measurement of lease liabilities: Operating cash flows from operating leases $ 18,440 Operating cash flows from finance leases 7 Financing cash flows from finance leases 113 Right-of-use assets obtained in exchange for lease obligations: Operating leases 13,061 Finance leases 123 |
Supplemental Balance Sheet Information | Supplemental balance sheet information related to leases was as follows: June 30, 2019 Operating leases: Operating lease right-of-use assets $ 135,134 Current operating lease liability $ 20,339 Non-current operating lease liability 139,729 Total operating lease liabilities $ 160,068 Finance leases: Investments in real estate, net $ 133 (1) Property, plant and equipment, at cost $ 309 Accumulated amortization (166 ) Property and equipment, net $ 143 Current portion of notes payable and long-term debt $ 168 Notes payable, long-term debt and other obligations, less current portion 108 Total finance lease liabilities $ 276 Weighted average remaining lease term: Operating leases 8.62 Finance leases 2.60 Weighted average discount rate: Operating leases 11.05 % Finance leases 8.46 % (1) Included in Investments in real estate, net on the condensed consolidated balance sheet are financing lease equipment, at cost of $729 and accumulated amortization of $596 as of June 30, 2019 . |
Maturities of Operating Lease Liabilities | As of June 30, 2019 , maturities of lease liabilities were as follows: Operating Leases Finance Leases Year Ending December 31: Remainder of 2019 $ 19,389 $ 118 2020 33,597 86 2021 30,914 33 2022 28,012 31 2023 26,460 31 2024 21,265 8 Thereafter 100,120 — Total lease payments 259,757 307 Less imputed interest (99,689 ) (31 ) Total $ 160,068 $ 276 |
Maturities of Financing Lease Liabilities | aturities of lease liabilities were as follows: Operating Leases Finance Leases Year Ending December 31: Remainder of 2019 $ 19,389 $ 118 2020 33,597 86 2021 30,914 33 2022 28,012 31 2023 26,460 31 2024 21,265 8 Thereafter 100,120 — Total lease payments 259,757 307 Less imputed interest (99,689 ) (31 ) Total $ 160,068 $ 276 |
Schedule of Future Minimum Rental Payments for Operating Leases | Under ASC 840, Leases , future minimum lease payments under noncancelable operating leases as of December 31, 2018 were as follows: Lease Commitments Sublease Rentals Net Year Ending December 31: 2019 $ 35,973 $ 69 $ 35,904 2020 29,917 — 29,917 2021 27,592 — 27,592 2022 25,185 — 25,185 2023 23,589 — 23,589 Thereafter 104,126 — 104,126 Total $ 246,382 $ 69 $ 246,313 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories consisted of: June 30, December 31, Leaf tobacco $ 47,108 $ 42,917 Other raw materials 3,782 3,750 Work-in-process 331 1,931 Finished goods 67,751 63,937 Inventories at current cost 118,972 112,535 LIFO adjustments (22,038 ) (21,538 ) $ 96,934 $ 90,997 |
Investment Securities At Fair_2
Investment Securities At Fair Value (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Investments, Debt and Equity Securities [Abstract] | |
Investment Securities at Fair Value | Investment securities at fair value consisted of the following: June 30, December 31, 2018 Debt securities available for sale $ 88,831 $ 84,367 Equity securities at fair value 46,269 47,202 Total investment securities at fair value $ 135,100 $ 131,569 Net gains (losses) recognized on investment securities were as follows: Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 Net gains recognized on equity securities $ 2,311 $ 3,236 $ 7,051 $ 491 Net gains (losses) recognized on debt securities available for sale 6 (5 ) 42 (13 ) Gross realized losses on other-than-temporary impairments (2 ) (225 ) (5 ) (811 ) Net gains (losses) recognized on investment securities $ 2,315 $ 3,006 $ 7,088 $ (333 ) The components of debt securities available for sale at June 30, 2019 were as follows: Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Marketable debt securities $ 87,977 $ 854 $ — $ 88,831 Total debt securities available for sale $ 87,977 $ 854 $ — $ 88,831 The components of debt securities available for sale at December 31, 2018 were as follows: Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Marketable debt securities $ 84,199 $ 168 $ — $ 84,367 Total debt securities available for sale $ 84,199 $ 168 $ — $ 84,367 |
Schedule of Maturity Dates of Fixed Income Securities | The table below summarizes the maturity dates of debt securities available for sale at June 30, 2019 . Investment Type: Fair Value Under 1 Year 1 Year up to 5 Years More than 5 Years U.S. Government securities $ 19,535 $ 7,797 $ 11,738 $ — Corporate securities 47,427 13,341 34,086 — U.S. mortgage-backed securities 8,623 4,026 4,597 — Commercial mortgage-backed securities 394 29 365 — Commercial paper 9,026 9,026 — — Index-linked U.S. bonds 2,664 2,664 — — Foreign fixed-income securities 1,162 654 508 — Total debt securities available for sale by maturity dates $ 88,831 $ 37,537 $ 51,294 $ — |
Schedule of Realized Gains (Losses) | Gross realized gains and losses on debt securities available for sale were as follows: Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 Gross realized gains on sales $ 9 $ 2 $ 47 $ 2 Gross realized losses on sales (3 ) (7 ) (5 ) (15 ) Net gains (losses) recognized on debt securities available for sale $ 6 $ (5 ) $ 42 $ (13 ) Gross realized losses on other-than-temporary impairments $ (2 ) $ (225 ) $ (5 ) $ (811 ) |
Equity Securities at Fair Value | (b) Equity Securities at Fair Value Equity securities at fair value consisted of the following: June 30, December 31, 2018 Marketable equity securities $ 24,257 $ 26,010 Mutual funds invested in fixed income securities 22,012 21,192 Total equity securities at fair value $ 46,269 $ 47,202 The following is a summary of unrealized and realized net gains and losses recognized in net income on equity securities at fair value during the three and six months ended June 30, 2019 and 2018 , respectively: Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 Net gains recognized on equity securities (1) $ 2,311 $ 3,236 $ 7,051 $ 491 Less: Net gains recognized on equity securities sold (2) 278 53 410 183 Net unrealized gains recognized on equity securities still held at the reporting date $ 2,033 $ 3,183 $ 6,641 $ 308 (1) Includes $1,911 and $1,505 of net gains recognized on equity securities at fair value that qualify for the net asset value (“NAV”) practical expedient during the three months ended June 30, 2019 and 2018 , respectively, and $5,470 and $3,236 of net gains recognized on equity securities at fair value that qualify for the NAV practical expedient during the six months ended June 30, 2019 and 2018 , respectively. These equity securities are included in the “Long-term investments” line item on the condensed consolidated balance sheet and are further discussed in Note 6 . (2) Includes $215 and $649 of gains recognized on sales of equity securities at fair value that qualify for the NAV practical expedient during the three and six months ended June 30, 2019 . These equity securities are included in the “Long-term investments” line item on the condensed consolidated balance sheet and are further discussed in Note 6 . |
Long-Term Investments (Tables)
Long-Term Investments (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Long-term Investments [Abstract] | |
Equity method investments | Long-term investments consisted of the following: June 30, 2019 December 31, 2018 Equity securities at fair value that qualify for the NAV practical expedient $ 53,175 $ 54,628 Equity-method investments 10,639 11,631 $ 63,814 $ 66,259 Equity-method investments consisted of the following: June 30, December 31, 2018 Indian Creek Investors LP (“Indian Creek”) $ 719 $ 1,167 Boyar Value Fund (“Boyar”) 9,444 8,384 Ladenburg Thalmann Financial Services Inc. (“LTS”) 476 2,080 Castle Brands, Inc. (“Castle”) — — $ 10,639 $ 11,631 The following summarized financial data for certain unconsolidated subsidiaries that meet certain thresholds pursuant to SEC Regulation S-X Rule 210.10-01(b) includes information for the 125 Greenwich Street investment. New Valley has elected a one-month lag reporting period for the investment. Condominium and Mixed Use Development: Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Income Statement Revenue $ 2 $ 12 $ 3 $ 21 Other expenses 2,013 143,723 2,755 144,478 Loss from continuing operations $ (2,011 ) $ (143,711 ) $ (2,752 ) $ (144,457 ) |
New Valley LLC (Tables)
New Valley LLC (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Real Estate [Abstract] | |
Investments in real estate ventures | Equity in Earnings (Losses) from Real Estate Ventures: New Valley recognized equity in earnings (losses) from real estate ventures as follows: Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Condominium and Mixed Use Development: New York City SMSA $ (1,120 ) $ (152 ) $ (3,226 ) $ (3,613 ) All other U.S. areas (2,258 ) (321 ) (2,366 ) (826 ) (3,378 ) (473 ) (5,592 ) (4,439 ) Apartment Buildings: All other U.S. areas 3 (1,717 ) 3 (3,297 ) 3 (1,717 ) 3 (3,297 ) Hotels: New York City SMSA 8,942 (636 ) 8,234 (1,450 ) International 122 (143 ) (364 ) (568 ) 9,064 (779 ) 7,870 (2,018 ) Commercial: New York City SMSA 384 (121 ) 263 (388 ) All other U.S. areas 79 913 371 1,143 463 792 634 755 Other: 239 65 1,037 327 Equity in earnings (losses) from real estate ventures $ 6,391 $ (2,112 ) $ 3,952 $ (8,672 ) The components of “Investments in real estate ventures” were as follows: Range of Ownership (1) June 30, 2019 December 31, 2018 Condominium and Mixed Use Development: New York City SMSA 3.1% - 49.5% $ 84,593 $ 65,007 All other U.S. areas 15.0% - 48.5% 28,903 31,392 113,496 96,399 Hotels: New York City SMSA 5.2% - 18.4% 2,615 15,782 International 49.0% 1,970 2,334 4,585 18,116 Commercial: New York City SMSA 49.0% 2,121 1,867 All other U.S. areas 1.6% 7,354 7,053 9,475 8,920 Other: 15.0% - 50.0% 17,210 17,670 Investments in real estate ventures $ 144,766 $ 141,105 ______________________ (1) The Range of Ownership reflects New Valley’s estimated current ownership percentage. New Valley’s actual ownership percentage as well as the percentage of earnings and cash distributions may ultimately differ as a result of a number of factors including potential dilution, financing or admission of additional partners. Contributions: The components of New Valley’s contributions to its investments in real estate ventures were as follows: Six Months Ended June 30, 2019 2018 Condominium and Mixed Use Development: New York City SMSA $ 21,537 $ 533 21,537 533 Hotels: New York City SMSA 172 167 172 167 Other: 199 3,643 Total contributions $ 21,908 $ 4,343 Maximum Exposure to Loss: New Valley’s maximum exposure to loss from its investments in real estate ventures consisted of the net carrying value of the venture adjusted for any future capital commitments and/or guarantee arrangements. The maximum exposure to loss was as follows: June 30, 2019 Condominium and Mixed Use Development: New York City SMSA $ 89,515 All other U.S. areas 41,403 130,918 Hotels: New York City SMSA 2,615 International 1,970 4,585 Commercial: New York City SMSA 2,121 All other U.S. areas 7,354 9,475 Other: 31,988 Total maximum exposure to loss $ 176,966 Distributions: The components of distributions received by New Valley from its investments in real estate ventures were as follows: Six Months Ended June 30, 2019 2018 Condominium and Mixed Use Development: New York City SMSA $ 571 $ 34,490 All other U.S. areas 1,279 — 1,850 34,490 Apartment Buildings: All other U.S. areas 3 201 3 201 Hotels: New York City SMSA 21,572 — 21,572 — Commercial: New York City SMSA 9 — All other U.S. areas 129 341 138 341 Other 1,697 644 Total distributions $ 25,260 $ 35,676 |
Combined Financial Statements for Unconsolidated Subsidiaries | Long-term investments consisted of the following: June 30, 2019 December 31, 2018 Equity securities at fair value that qualify for the NAV practical expedient $ 53,175 $ 54,628 Equity-method investments 10,639 11,631 $ 63,814 $ 66,259 Equity-method investments consisted of the following: June 30, December 31, 2018 Indian Creek Investors LP (“Indian Creek”) $ 719 $ 1,167 Boyar Value Fund (“Boyar”) 9,444 8,384 Ladenburg Thalmann Financial Services Inc. (“LTS”) 476 2,080 Castle Brands, Inc. (“Castle”) — — $ 10,639 $ 11,631 The following summarized financial data for certain unconsolidated subsidiaries that meet certain thresholds pursuant to SEC Regulation S-X Rule 210.10-01(b) includes information for the 125 Greenwich Street investment. New Valley has elected a one-month lag reporting period for the investment. Condominium and Mixed Use Development: Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Income Statement Revenue $ 2 $ 12 $ 3 $ 21 Other expenses 2,013 143,723 2,755 144,478 Loss from continuing operations $ (2,011 ) $ (143,711 ) $ (2,752 ) $ (144,457 ) |
Investments in Real Estate, net | Investments in Real Estate, net: The components of “Investments in real estate, net” were as follows: June 30, December 31, Escena, net $ 10,009 $ 10,170 Sagaponack 17,203 16,050 Investments in real estate, net $ 27,212 $ 26,220 Escena. The assets of “Escena, net” were as follows: June 30, December 31, Land and land improvements $ 8,910 $ 8,910 Building and building improvements 1,900 1,900 Other 1,608 2,162 12,418 12,972 Less accumulated depreciation (2,409 ) (2,802 ) $ 10,009 $ 10,170 |
Notes Payable, Long-Term Debt_2
Notes Payable, Long-Term Debt and Other Obligations (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Notes payable, long-term debt and other obligations | Notes payable, long-term debt and other obligations consisted of: June 30, December 31, Vector: 6.125% Senior Secured Notes due 2025 $ 850,000 $ 850,000 10.5% Senior Notes due 2026 325,000 325,000 7.5% Variable Interest Senior Convertible Notes due 2019, net of unamortized discount of $0 and $3,359* — 226,641 5.5% Variable Interest Senior Convertible Debentures due 2020, net of unamortized discount of $18,852 and $29,465* 213,148 202,535 Liggett: Revolving credit facility 31,026 28,381 Term loan under credit facility 2,262 2,409 Equipment loans 545 1,039 Other 30,264 30,440 Notes payable, long-term debt and other obligations 1,452,245 1,666,445 Less: Debt issuance costs (21,435 ) (23,614 ) Total notes payable, long-term debt and other obligations 1,430,810 1,642,831 Less: Current maturities (250,659 ) (256,134 ) Amount due after one year $ 1,180,151 $ 1,386,697 ______________________ * The fair value of the derivatives embedded within the 7.5% Variable Interest Senior Convertible Notes ( $0 at June 30, 2019 and $6,635 at December 31, 2018 , respectively) and the 5.5% Variable Interest Senior Convertible Debentures ( $17,287 at June 30, 2019 and $24,789 at December 31, 2018 , respectively), is separately classified as a derivative liability in the condensed consolidated balance sheets. |
Schedule of non-cash interest expense - Vector | Non-Cash Interest Expense — Vector : Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 Amortization of debt discount, net $ 5,447 $ 20,386 $ 13,972 $ 38,579 Amortization of debt issuance costs 1,053 2,914 2,238 5,625 $ 6,500 $ 23,300 $ 16,210 $ 44,204 |
Schedule of fair value of notes payable and long-term debt | Fair Value of Notes Payable and Long-Term Debt : June 30, 2019 December 31, 2018 Carrying Fair Carrying Fair Value Value Value Value Senior Notes $ 1,175,000 $ 1,094,888 $ 1,175,000 $ 1,034,500 Variable Interest Senior Convertible Debt 213,148 239,090 429,176 468,704 Liggett and other 64,097 64,105 62,269 62,255 Notes payable and long-term debt $ 1,452,245 (1) $ 1,398,083 $ 1,666,445 (1) $ 1,565,459 ______________________ (1) The carrying value does not include the carrying value of the embedded derivative. See Note 12 . |
Contingencies (Tables)
Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of contingencies | The following table lists the number of Individual Actions by state: State Number of Cases Florida 24 Illinois 5 New York 2 Louisiana 2 West Virginia 2 Ohio 1 The activity in the Company’s accruals for the MSA and tobacco litigation for the six months ended June 30, 2019 was as follows: Current Liabilities Non-Current Liabilities Payments due under Master Settlement Agreement Litigation Accruals Total Payments due under Master Settlement Agreement Litigation Accruals Total Balance as of January 1, 2019 $ 36,561 $ 310 $ 36,871 $ 16,383 $ 21,794 $ 38,177 Expenses 80,128 655 80,783 — — — Change in MSA obligations capitalized as inventory 1,813 — 1,813 — — — Payments (31,959 ) (355 ) (32,314 ) — — — Reclassification to/(from) non-current liabilities (892 ) 3,338 2,446 892 (3,338 ) (2,446 ) Interest on withholding — 95 95 — 1,076 1,076 Balance as of June 30, 2019 $ 85,651 $ 4,043 $ 89,694 $ 17,275 $ 19,532 $ 36,807 The activity in the Company’s accruals for the MSA and tobacco litigation for the six months ended June 30, 2018 were as follows: Current Liabilities Non-Current Liabilities Payments due under Master Settlement Agreement Litigation Accruals Total Payments due under Master Settlement Agreement Litigation Accruals Total Balance as of January 1, 2018 $ 12,385 $ 260 $ 12,645 $ 21,479 $ 19,840 $ 41,319 Expenses 79,739 525 80,264 — — — NPM Settlement adjustment (595 ) — (595 ) (5,703 ) — (5,703 ) Change in MSA obligations capitalized as inventory (275 ) — (275 ) — — — Payments (9,463 ) (250 ) (9,713 ) — — — Reclassification to/(from) non-current liabilities (647 ) 218 (429 ) 647 (218 ) 429 Interest on withholding — 19 19 — 1,048 1,048 Balance as of June 30, 2018 $ 81,144 $ 772 $ 81,916 $ 16,423 $ 20,670 $ 37,093 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Retirement Benefits [Abstract] | |
Schedule of Net Benefit Costs | The following table summarizes key information related to the Company’s pension plans and other postretirement benefits: Pension Benefits Pension Benefits Other Postretirement Benefits Other Postretirement Benefits Three Months Ended Six Months Ended Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, 2019 2018 2019 2018 2019 2018 2019 2018 Service cost — benefits earned during the period $ 134 $ 147 $ 267 $ 294 $ 1 $ — $ 1 $ 1 Interest cost on projected benefit obligation 1,215 1,124 2,430 2,246 87 82 173 164 Expected return on assets (1,219 ) (1,393 ) (2,437 ) (2,786 ) — — — — Amortization of prior service cost — — — — 1 — 2 — Amortization of net loss (gain) 501 451 1,002 903 (10 ) (10 ) (54 ) (20 ) Net expense $ 631 $ 329 $ 1,262 $ 657 $ 79 $ 72 $ 122 $ 145 |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income tax expense (benefit) | The Company’s income tax expense consisted of the following: Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 Income before provision for income taxes $ 56,766 $ 31,756 $ 78,548 $ 37,368 Income tax expense using estimated annual effective income tax rate 17,566 14,209 24,319 16,720 Changes in effective tax rates (110 ) 455 — — Change in estimate for the impact of Tax Cuts and Jobs Act of 2017 — (1,809 ) — (1,809 ) Impact of discrete items, net 3 (95 ) (111 ) (203 ) Income tax expense $ 17,459 $ 12,760 $ 24,208 $ 14,708 |
Investments and Fair Value Me_2
Investments and Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Company's recurring financial assets and liabilities subject to fair value measurements | The Company’s financial assets and liabilities subject to fair value measurements were as follows: Fair Value Measurements as of June 30, 2019 Description Total Quoted Prices in Active Markets for Identical Assets Total Gains (Losses) Assets: Money market funds (1) $ 196,671 $ 196,671 $ — $ — Commercial paper (1) 43,602 — 43,602 — Certificates of deposit (2) 2,179 — 2,179 — Money market funds securing legal bonds (2) 535 535 — — Investment securities at fair value Equity securities at fair value Marketable equity securities 24,257 24,257 — — Mutual funds invested in fixed-income securities 22,012 22,012 — — Total equity securities at fair value 46,269 46,269 — — Debt securities available for sale U.S. government securities 19,535 — 19,535 — Corporate securities 47,427 — 47,427 — U.S. government and federal agency 8,623 — 8,623 — Commercial mortgage-backed securities 394 — 394 — Commercial paper 9,026 — 9,026 — Index-linked U.S. bonds 2,664 — 2,664 — Foreign fixed-income securities 1,162 — 1,162 — Total debt securities available for sale 88,831 — 88,831 — Total investment securities at fair value 135,100 46,269 88,831 — Long-term investments Equity securities at fair value that qualify for the NAV practical expedient (3) 53,175 — — — Total $ 431,262 $ 243,475 $ 134,612 $ — Liabilities: Fair value of contingent liability $ 6,195 $ — $ — $ 6,195 Fair value of derivatives embedded within convertible debt 17,287 — — 17,287 Total $ 23,482 $ — $ — $ 23,482 (1) Amounts included in Cash and cash equivalents on the condensed consolidated balance sheet, except for $5,086 that is included in Other current assets and $3,910 that is included in Other assets. (2) Amounts included in current restricted assets and non-current restricted assets on the condensed consolidated balance sheet. (3) In accordance with Subtopic 820-10, investments that are measured at fair value using the NAV practical expedient are not classified in the fair value hierarchy. Fair Value Measurements as of December 31, 2018 Description Total Quoted Prices in Active Markets for Identical Assets Total Gains (Losses) Assets: Money market funds (1) $ 448,560 $ 448,560 $ — $ — Commercial paper (1) 46,062 — 46,062 — Certificates of deposit (2) 2,251 — 2,251 — Money market funds securing legal bonds (2) 535 535 — — Investment securities at fair value Equity securities at fair value Marketable equity securities 26,010 26,010 — — Mutual funds invested in fixed-income securities 21,192 21,192 — — Total equity securities at fair value 47,202 47,202 — — Debt securities available for sale U.S. government securities 28,514 — 28,514 — Corporate securities 41,733 — 41,733 — U.S. government and federal agency 4,369 — 4,369 — Commercial mortgage-backed securities 401 — 401 — Commercial paper 5,870 — 5,870 — Index-linked U.S. bonds 2,330 — 2,330 — Foreign fixed-income securities 1,150 — 1,150 — Total debt securities available for sale 84,367 — 84,367 — Total investment securities at fair value 131,569 47,202 84,367 — Long-term investments Equity securities at fair value that qualify for the NAV practical expedient (3) 54,628 — — — Total $ 683,605 $ 496,297 $ 132,680 $ — Liabilities: Fair value of contingent liability $ 6,304 $ — $ — $ 6,304 Fair value of derivatives embedded within convertible debt 31,424 — — 31,424 Total $ 37,728 $ — $ — $ 37,728 (1) Amounts included in Cash and cash equivalents on the condensed consolidated balance sheet, except for $2,570 that is included in current restricted assets and $3,910 that is included in non-current restricted assets. (2) Amounts included in current restricted assets and non-current restricted assets on the condensed consolidated balance sheet. (3) In accordance with Subtopic 820-10, investments that are measured at fair value using the NAV practical expedient are not classified in the fair value hierarchy. |
Unobservable inputs related to the valuations of the Level 3 liabilities | The unobservable inputs related to the valuations of the Level 3 assets and liabilities were as follows at June 30, 2019 : Quantitative Information about Level 3 Fair Value Measurements Fair Value at June 30, Valuation Technique Unobservable Input Range (Actual) Fair value of derivatives embedded within convertible debt $ 17,287 Discounted cash flow Assumed annual stock dividend 5 % Assumed annual cash dividend $ 1.60 Stock price $ 9.75 Convertible trading price (as a percentage of par value) 103.06 % Volatility 33.11 % Risk-free rate Term structure of US Treasury Securities Implied credit spread 5.25% - 7.25% (6.25%) Fair value of contingent liability $ 6,195 Monte Carlo simulation model Estimated fair value of the Douglas Elliman reporting unit $ 320,000 Risk-free rate for a 3.5 year term 1.71 % Leverage-adjusted equity volatility of peer firms 26.24 % The unobservable inputs related to the valuations of the Level 3 assets and liabilities were as follows at December 31, 2018 : Quantitative Information about Level 3 Fair Value Measurements Fair Value at December 31, Valuation Technique Unobservable Input Range (Actual) Fair value of derivatives embedded within convertible debt $ 31,424 Discounted cash flow Assumed annual stock dividend 5 % Assumed annual cash dividend $ 1.60 Stock price $ 9.73 Convertible trading price (as a percentage of par value) 100.31 % Volatility 20.39 % Risk-free rate Term structure of US Treasury Securities Implied credit spread 8.0% - 9.0% (8.5%) Fair value of contingent liability $ 6,304 Monte Carlo simulation model Estimated fair value of the Douglas Elliman reporting unit $ 320,000 Risk-free rate for a 4-year term 2.45 % Leverage-adjusted equity volatility of peer firms 30.22 % |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Segment Reporting [Abstract] | |
Financial information for the company's operations before taxes | Financial information for the Company’s operations before taxes and non-controlling interests for the three and six months ended June 30, 2019 and 2018 were as follows: Real Corporate Tobacco Estate and Other Total Three months ended June 30, 2019 Revenues $ 294,501 $ 243,931 $ — $ 538,432 Operating income (loss) 68,651 (1) 14,453 (6,860 ) 76,244 Equity in earnings from real estate ventures — 6,391 — 6,391 Depreciation and amortization 1,950 2,024 250 4,224 Three months ended June 30, 2018 Revenues $ 274,833 $ 206,655 $ — $ 481,488 Operating income (loss) 62,515 (2) 5,867 (6,521 ) 61,861 Equity in losses from real estate ventures — (2,112 ) — (2,112 ) Depreciation and amortization 2,075 2,418 256 4,749 Six months ended June 30, 2019 Revenues $ 551,257 $ 408,099 $ — $ 959,356 Operating income (loss) 128,795 (3) 4,044 (14,005 ) 118,834 Equity in earnings from real estate ventures — 3,952 — 3,952 Depreciation and amortization 3,907 4,525 500 8,932 Capital expenditures 2,753 3,567 — 6,320 Six months ended June 30, 2018 Revenues $ 541,949 $ 368,505 $ — $ 910,454 Operating income (loss) 125,926 (4) (2,893 ) (5) (13,088 ) 109,945 Equity in losses from real estate ventures — (8,672 ) — (8,672 ) Depreciation and amortization 4,112 4,707 517 9,336 Capital expenditures 2,072 6,529 15 8,616 (1) Operating income includes $655 of litigation settlement and judgment expense. (2) Operating income includes $2,808 of income from a settlement of a long-standing dispute related to the Master Settlement Agreement, and $525 of litigation settlement and judgment expense. (3) Operating income includes $655 of litigation settlement and judgment expense. (4) Operating income includes $6,298 of income from a settlement of a long-standing dispute related to the Master Settlement Agreement, and $525 of litigation settlement and judgment expense. (5) Operating income includes $2,469 of litigation settlement and judgment income. |
Condensed Consolidating Finan_2
Condensed Consolidating Financial Information (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Condensed Financial Information Disclosure [Abstract] | |
Condensed Consolidating Balance Sheets | CONDENSED CONSOLIDATING BALANCE SHEETS June 30, 2019 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. ASSETS: Current assets: Cash and cash equivalents $ 174,786 $ 69,154 $ 79,921 $ — $ 323,861 Investment securities at fair value 135,100 — — — 135,100 Accounts receivable - trade, net — 13,616 30,731 — 44,347 Intercompany receivables 41,312 — — (41,312 ) — Inventories — 96,934 — — 96,934 Income taxes receivable, net — — 387 (387 ) — Other current assets 4,788 6,532 26,931 — 38,251 Total current assets 355,986 186,236 137,970 (41,699 ) 638,493 Property, plant and equipment, net 404 36,799 47,059 — 84,262 Investments in real estate, net — — 27,212 — 27,212 Long-term investments (of which $53,175 were carried at fair value) 63,814 — — — 63,814 Investments in real estate ventures — — 144,766 — 144,766 Operating lease right of use assets 7,623 5,215 122,296 — 135,134 Investments in consolidated subsidiaries 429,782 245,329 — (675,111 ) — Goodwill and other intangible assets, net — 107,511 158,571 — 266,082 Other assets 15,016 38,966 41,415 — 95,397 Total assets $ 872,625 $ 620,056 $ 679,289 $ (716,810 ) $ 1,455,160 LIABILITIES AND STOCKHOLDERS' DEFICIENCY: Current liabilities: Current portion of notes payable and long-term debt $ 211,712 $ 38,690 $ 5,257 $ (5,000 ) $ 250,659 Current portion of fair value of derivatives embedded within convertible debt 17,287 — — — 17,287 Intercompany payables — 197 41,115 (41,312 ) — Income taxes payable, net 6,008 2,724 — (387 ) 8,345 Current payments due under the Master Settlement Agreement — 85,651 — — 85,651 Current operating lease liability 1,020 1,918 17,401 — 20,339 Other current liabilities 46,463 64,050 65,721 (448 ) 175,786 Total current liabilities 282,490 193,230 129,494 (47,147 ) 558,067 Notes payable, long-term debt and other obligations, less current portion 1,155,001 25,143 25,007 (25,000 ) 1,180,151 Non-current employee benefits 46,621 15,480 — — 62,101 Deferred income taxes, net (12,241 ) 20,507 33,199 — 41,465 Non-current operating lease liability 7,541 3,901 128,287 — 139,729 Other liabilities, including litigation accruals and payments due under the Master Settlement Agreement 397 36,806 43,140 — 80,343 Total liabilities 1,479,809 295,067 359,127 (72,147 ) 2,061,856 Commitments and contingencies Stockholders' (deficiency) equity attributed to Vector Group Ltd. (607,184 ) 324,989 319,674 (644,663 ) (607,184 ) Non-controlling interest — — 488 — 488 Total stockholders' (deficiency) equity (607,184 ) 324,989 320,162 (644,663 ) (606,696 ) Total liabilities and stockholders' deficiency $ 872,625 $ 620,056 $ 679,289 $ (716,810 ) $ 1,455,160 CONDENSED CONSOLIDATING BALANCE SHEETS December 31, 2018 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. ASSETS: Current assets: Cash and cash equivalents $ 474,880 $ 23,308 $ 86,393 $ — $ 584,581 Investment securities at fair value 131,569 — — — 131,569 Accounts receivable - trade, net — 15,440 18,806 — 34,246 Intercompany receivables 38,391 — — (38,391 ) — Inventories — 90,997 — — 90,997 Income taxes receivable, net — — 1,268 (1,268 ) — Other current assets 1,500 7,599 21,729 — 30,828 Total current assets 646,340 137,344 128,196 (39,659 ) 872,221 Property, plant and equipment, net 506 38,562 47,668 — 86,736 Investments in real estate, net — — 26,220 — 26,220 Long-term investments (of which $54,628 were carried at fair value) 66,259 — — — 66,259 Investments in real estate ventures — — 141,105 — 141,105 Investments in consolidated subsidiaries 431,288 252,113 — (683,401 ) — Goodwill and other intangible assets, net — 107,511 159,100 — 266,611 Other assets 14,616 38,154 37,582 — 90,352 Total assets $ 1,159,009 $ 573,684 $ 539,871 $ (723,060 ) $ 1,549,504 LIABILITIES AND STOCKHOLDERS' DEFICIENCY: Current liabilities: Current portion of notes payable and long-term debt $ 226,343 $ 29,480 $ 311 $ — $ 256,134 Current portion of fair value of derivatives embedded within convertible debt 6,635 — — — 6,635 Current portion of employee benefits — — — — — Intercompany payables — 479 37,912 (38,391 ) — Income taxes payable, net 5,257 1,263 — (1,268 ) 5,252 Current payments due under the Master Settlement Agreement — 36,561 — — 36,561 Other current liabilities 55,915 73,279 51,144 — 180,338 Total current liabilities 294,150 141,062 89,367 (39,659 ) 484,920 Notes payable, long-term debt and other obligations, less current portion 1,354,219 2,349 30,129 — 1,386,697 Fair value of derivatives embedded within convertible debt 24,789 — — — 24,789 Non-current employee benefits 45,615 15,673 — — 61,288 Deferred income taxes, net (13,084 ) 17,732 32,763 — 37,411 Other liabilities, including litigation accruals and payments due under the Master Settlement Agreement 1,379 38,179 62,207 — 101,765 Total liabilities 1,707,068 214,995 214,466 (39,659 ) 2,096,870 Commitments and contingencies Stockholders' (deficiency) equity attributed to Vector Group Ltd. (548,059 ) 358,689 324,712 (683,401 ) (548,059 ) Non-controlling interest — — 693 — 693 Total stockholders' (deficiency) equity (548,059 ) 358,689 325,405 (683,401 ) (547,366 ) Total liabilities and stockholders' deficiency $ 1,159,009 $ 573,684 $ 539,871 $ (723,060 ) $ 1,549,504 |
Condensed Consolidating Statements of Operations | CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Three Months Ended June 30, 2019 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. Revenues $ — $ 294,621 $ 243,931 $ (120 ) $ 538,432 Expenses: Cost of sales — 204,461 163,713 — 368,174 Operating, selling, administrative and general expenses 9,515 18,167 65,797 (120 ) 93,359 Litigation settlement and judgment expense — 655 — — 655 Management fee expense — 2,992 — (2,992 ) — Operating (loss) income (9,515 ) 68,346 14,421 2,992 76,244 Other income (expenses): Interest expense (31,706 ) (1,043 ) (228 ) 224 (32,753 ) Change in fair value of derivatives embedded within convertible debt 3,788 — — — 3,788 Equity in earnings from real estate ventures — — 6,391 — 6,391 Equity in earnings in consolidated subsidiaries 66,163 15,138 — (81,301 ) — Management fee income 2,992 — — (2,992 ) — Other, net 2,017 447 632 — 3,096 Income before provision for income taxes 33,739 82,888 21,216 (81,077 ) 56,766 Income tax benefit (expense) 5,568 (17,118 ) (5,909 ) — (17,459 ) Net income 39,307 65,770 15,307 (81,077 ) 39,307 Net loss attributed to non-controlling interest — — — — — Net income attributed to Vector Group Ltd. $ 39,307 $ 65,770 $ 15,307 $ (81,077 ) $ 39,307 Comprehensive loss attributed to non-controlling interest $ — $ — $ — $ — $ — Comprehensive income attributed to Vector Group Ltd. $ 39,912 $ 66,004 $ 15,307 $ (81,311 ) $ 39,912 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Three Months Ended June 30, 2018 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. Revenues $ — $ 274,953 $ 206,655 $ (120 ) $ 481,488 Expenses: Cost of sales — 192,761 140,005 — 332,766 Operating, selling, administrative and general expenses 8,320 16,570 61,566 (120 ) 86,336 Litigation settlement and judgment expense — 525 — — 525 Management fee expense — 2,877 — (2,877 ) — Operating (loss) income (8,320 ) 62,220 5,084 2,877 61,861 Other income (expenses): Interest expense (47,738 ) (676 ) (7 ) — (48,421 ) Change in fair value of derivatives embedded within convertible debt 10,717 — — — 10,717 Equity in losses from real estate ventures — — (2,112 ) — (2,112 ) Equity in earnings in consolidated subsidiaries 52,092 — — (52,092 ) — Management fee income 2,877 — — (2,877 ) — Other, net 6,065 3,310 336 — 9,711 Income before provision for income taxes 15,693 64,854 3,301 (52,092 ) 31,756 Income tax benefit (expense) 2,125 (15,688 ) 803 — (12,760 ) Net income 17,818 49,166 4,104 (52,092 ) 18,996 Net income attributed to non-controlling interest — — (1,178 ) — (1,178 ) Net income attributed to Vector Group Ltd. $ 17,818 $ 49,166 $ 2,926 $ (52,092 ) $ 17,818 Comprehensive income attributed to non-controlling interest $ — $ — $ (1,178 ) $ — $ (1,178 ) Comprehensive income attributed to Vector Group Ltd. $ 18,137 $ 49,312 $ 2,926 $ (52,238 ) $ 18,137 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Six Months Ended June 30, 2019 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. Revenues $ — $ 551,496 $ 408,099 $ (239 ) $ 959,356 Expenses: Cost of sales — 381,764 272,430 — 654,194 Operating, selling, administrative and general expenses 19,346 34,858 131,708 (239 ) 185,673 Litigation settlement and judgment expense — 655 — — 655 Management fee expense — 5,985 — (5,985 ) — Operating (loss) income (19,346 ) 128,234 3,961 5,985 118,834 Other income (expenses): Interest expense (68,254 ) (2,010 ) (457 ) 448 (70,273 ) Change in fair value of derivatives embedded within convertible debt 14,137 — — — 14,137 Equity in earnings from real estate ventures — — 3,952 — 3,952 Equity in earnings in consolidated subsidiaries 101,428 4,724 — (106,152 ) — Management fee income 5,985 — — (5,985 ) — Other, net 9,962 600 1,336 — 11,898 Income before provision for income taxes 43,912 131,548 8,792 (105,704 ) 78,548 Income tax benefit (expense) 10,348 (32,066 ) (2,490 ) — (24,208 ) Net income 54,260 99,482 6,302 (105,704 ) 54,340 Net income attributed to non-controlling interest — — (80 ) — (80 ) Net income attributed to Vector Group Ltd. $ 54,260 $ 99,482 $ 6,222 $ (105,704 ) $ 54,260 Comprehensive income attributed to non-controlling interest $ — $ — $ (80 ) $ — $ (80 ) Comprehensive income attributed to Vector Group Ltd. $ 55,446 $ 99,951 $ 6,222 $ (106,173 ) $ 55,446 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Six Months Ended June 30, 2018 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. Revenues $ — $ 542,188 $ 368,505 $ (239 ) $ 910,454 Expenses: Cost of sales — 377,723 249,318 — 627,041 Operating, selling, administrative and general expenses 17,416 32,845 125,390 (239 ) 175,412 Litigation settlement and judgment expense (income) — 525 (2,469 ) — (1,944 ) Management fee expense — 5,754 — (5,754 ) — Operating (loss) income (17,416 ) 125,341 (3,734 ) 5,754 109,945 Other income (expenses): Interest expense (92,969 ) (1,343 ) (56 ) — (94,368 ) Change in fair value of derivatives embedded within convertible debt 21,284 — — — 21,284 Equity in losses from real estate ventures — — (8,672 ) — (8,672 ) Equity in earnings in consolidated subsidiaries 86,513 — (86,513 ) — Management fee income 5,754 — — (5,754 ) — Other, net 8,820 (319 ) 678 — 9,179 Income (loss) before provision for income taxes 11,986 123,679 (11,784 ) (86,513 ) 37,368 Income tax benefit (expense) 13,043 (31,548 ) 3,797 — (14,708 ) Net income (loss) 25,029 92,131 (7,987 ) (86,513 ) 22,660 Net loss attributed to non-controlling interest — — 2,369 — 2,369 Net income (loss) attributed to Vector Group Ltd. $ 25,029 $ 92,131 $ (5,618 ) $ (86,513 ) $ 25,029 Comprehensive loss attributed to non-controlling interest $ — $ — $ 2,369 $ — $ 2,369 Comprehensive income (loss) attributed to Vector Group Ltd. $ 25,598 $ 92,415 $ (5,618 ) $ (86,797 ) $ 25,598 |
Condensed Consolidating Statements of Cash Flows | CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Six Months Ended June 30, 2019 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. Net cash provided by operating activities $ 78,661 $ 148,639 $ 10,158 $ (139,356 ) $ 98,102 Cash flows from investing activities: Sale of investment securities 12,942 — — — 12,942 Maturities of investment securities 28,610 — — — 28,610 Purchase of investment securities (44,222 ) — — — (44,222 ) Investments in real estate ventures — — (21,908 ) — (21,908 ) Purchase of subsidiaries — — (668 ) — (668 ) Distributions from investments in real estate ventures — — 23,200 — 23,200 Increase in cash surrender value of life insurance policies (385 ) (404 ) — — (789 ) (Increase) decrease in restricted assets (15 ) 683 — — 668 Investments in subsidiaries (27,482 ) — — 27,482 — Proceeds from sale of fixed assets — 8 — — 8 Capital expenditures — (2,753 ) (3,567 ) — (6,320 ) Pay downs of investment securities 545 — — — 545 Investments in real estate, net — — (1,153 ) — (1,153 ) Net cash used in investing activities (30,007 ) (2,466 ) (4,096 ) 27,482 (9,087 ) Cash flows from financing activities: Deferred financing costs — (33 ) — — (33 ) Repayments of debt (230,000 ) (621 ) (150 ) — (230,771 ) Borrowings under revolver — 172,224 — — 172,224 Repayments on revolver — (169,727 ) — — (169,727 ) Capital contributions received — 575 26,907 (27,482 ) — Intercompany dividends paid — (102,739 ) (36,617 ) 139,356 — Dividends and distributions on common stock (118,748 ) — — — (118,748 ) Distributions to non-controlling interest — — (285 ) — (285 ) Net cash used in financing activities (348,748 ) (100,321 ) (10,145 ) 111,874 (347,340 ) Net (decrease) increase in cash, cash equivalents and restricted cash (300,094 ) 45,852 (4,083 ) — (258,325 ) Cash, cash equivalents and restricted cash, beginning of period 474,880 23,849 93,000 — 591,729 Cash, cash equivalents and restricted cash, end of period $ 174,786 $ 69,701 $ 88,917 $ — $ 333,404 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Six Months Ended June 30, 2018 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. Net cash provided by operating activities $ 88,944 $ 144,713 $ 4,109 $ (115,340 ) $ 122,426 Cash flows from investing activities: Sale of investment securities 2,647 — — — 2,647 Maturities of investment securities 10,598 — — — 10,598 Purchase of investment securities (12,402 ) — — — (12,402 ) Investments in real estate ventures — — (4,343 ) — (4,343 ) Investments in real estate, net — — (1,009 ) — (1,009 ) Acquisition of a business — — (403 ) — (403 ) Distributions from investments in real estate ventures — — 27,134 — 27,134 Increase in cash surrender value of life insurance policies (408 ) (401 ) — — (809 ) Decrease in restricted assets 22 240 — — 262 Repayments of notes receivable 20,000 — 32 (20,000 ) 32 Pay downs of investment securities 928 — — — 928 Investments in subsidiaries (6,790 ) — — 6,790 — Capital expenditures (15 ) (2,072 ) (6,529 ) — (8,616 ) Net cash provided by (used in) investing activities 14,580 (2,233 ) 14,882 (13,210 ) 14,019 Cash flows from financing activities: Repayments of debt — (20,840 ) (147 ) 20,000 (987 ) Borrowings under revolver — 134,310 — — 134,310 Repayments on revolver — (137,877 ) — — (137,877 ) Capital contributions received — 500 6,290 (6,790 ) — Intercompany dividends paid — (83,219 ) (32,121 ) 115,340 — Dividends and distributions on common stock (112,462 ) — — — (112,462 ) Distributions to non-controlling interest — — (359 ) — (359 ) Net cash used in financing activities (112,462 ) (107,126 ) (26,337 ) 128,550 (117,375 ) Net (decrease) increase in cash, cash equivalents and restricted cash (8,938 ) 35,354 (7,346 ) — 19,070 Cash, cash equivalents and restricted cash, beginning of period 194,719 20,175 96,043 — 310,937 Cash, cash equivalents and restricted cash, end of period $ 185,781 $ 55,529 $ 88,697 $ — $ 330,007 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Narrative) (Details) - USD ($) $ in Thousands | 6 Months Ended | ||||
Jun. 30, 2019 | Jun. 30, 2018 | Jan. 01, 2019 | Dec. 31, 2018 | Sep. 27, 2018 | |
Accounting Policies [Abstract] | |||||
Stock dividend paid to company stockholders | 5.00% | ||||
Embedded Derivative [Line Items] | |||||
Fair market value of embedded derivatives at the midpoint of the inputs | $ 17,287 | $ 31,424 | |||
Impact of adoption of new accounting standards | (1,550) | $ (12,857) | |||
AOCI Attributable to Parent | |||||
Embedded Derivative [Line Items] | |||||
Impact of adoption of new accounting standards | (4,697) | $ (6,036) | |||
ASU 2018-02 | |||||
Embedded Derivative [Line Items] | |||||
Decrease in accumulated deficit | $ 4,697 | ||||
Minimum | |||||
Embedded Derivative [Line Items] | |||||
Fair market value of embedded derivatives at the midpoint of the inputs | 17,221 | 31,371 | |||
Maximum | |||||
Embedded Derivative [Line Items] | |||||
Fair market value of embedded derivatives at the midpoint of the inputs | $ 17,355 | $ 31,519 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Net Income (Loss) for Purposes of Determining Basic and Diluted EPS) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Accounting Policies [Abstract] | ||||
Net income attributed to Vector Group Ltd. | $ 39,307 | $ 17,818 | $ 54,260 | $ 25,029 |
Income attributable to 7.5% Variable Interest Senior Convertible Notes | 0 | 0 | (1,246) | 0 |
Income attributed to participating securities | (2,027) | (1,692) | (4,029) | (3,464) |
Income attributed to participating securities | (2,027) | (1,692) | (4,029) | (3,464) |
Net income applicable to common shares attributed to Vector Group Ltd. | 37,280 | 16,126 | 50,231 | 21,565 |
Net income applicable to common shares attributed to Vector Group Ltd. | $ 37,280 | $ 16,126 | $ 48,985 | $ 21,565 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Basic and Diluted Earnings Per Share (in shares)) (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Accounting Policies [Abstract] | ||||
Weighted-average shares for basic EPS (in shares) | 139,532,405 | 139,301,817 | 139,514,592 | 139,295,176 |
Plus incremental shares related to convertible debt (in shares) | 0 | 0 | 1,380,717 | 0 |
Plus incremental shares related to stock options and non-vested restricted stock (in shares) | 11,507 | 335,827 | 13,564 | 336,287 |
Weighted-average shares for diluted EPS (in shares) | 139,543,912 | 139,637,644 | 140,908,873 | 139,631,463 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Antidilutive Securities Excluded from Earnings Per Share) (Details) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Weighted-average shares of non-vested restricted stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation (in shares) | 1,340,781 | 0 | 1,340,781 | 0 |
Weighted-average expense per share (in dollars per share) | $ 18.82 | $ 0 | $ 18.82 | $ 0 |
Weighted-average number of shares issuable upon conversion of debt | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation (in shares) | 10,901,963 | 28,819,626 | 10,901,963 | 28,819,626 |
Weighted-average conversion price (in dollars per share) | $ 21.28 | $ 16.96 | $ 21.28 | $ 16.96 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies (Schedule of Other, Net) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Accounting Policies [Abstract] | ||||
Interest and dividend income | $ 3,139 | $ 2,145 | $ 6,347 | $ 4,067 |
Equity in (losses) earnings from investments | (1,685) | 4,813 | (323) | 5,975 |
Net gains (losses) recognized on investment securities | 2,315 | 3,006 | 7,088 | (333) |
Net periodic benefit cost other than the service costs | (575) | (254) | (1,116) | (507) |
Other (expense) income | (98) | 1 | (98) | (23) |
Other, net | $ 3,096 | $ 9,711 | $ 11,898 | $ 9,179 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies (Other Assets) (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | ||
Restricted assets | $ 6,327 | $ 6,306 |
Prepaid pension costs | 24,489 | 23,869 |
Other assets | 64,581 | 60,177 |
Other assets | $ 95,397 | $ 90,352 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies (Other Current Liabilities) (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | |||
Accounts payable | $ 9,852 | $ 13,144 | |
Accrued promotional expenses | 26,586 | 37,940 | |
Accrued excise and payroll taxes payable, net | 16,044 | 14,612 | |
Accrued interest | 32,375 | 38,673 | |
Commissions payable | 26,698 | 12,975 | |
Accrued salary and benefits | 21,231 | 30,228 | |
Contract liabilities | 8,159 | $ 7,071 | 0 |
Allowance for sales returns | 7,042 | 6,935 | |
Other current liabilities | 27,799 | 25,831 | |
Total other current liabilities | $ 175,786 | $ 180,338 |
Summary of Significant Accou_11
Summary of Significant Accounting Policies (Goodwill and Other Intangible Assets, Net) (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Indefinite-lived Intangible Assets [Line Items] | ||
Goodwill | $ 78,008 | $ 77,568 |
Intangibles with a finite life, net | 563 | 1,532 |
Total goodwill and other intangible assets, net | 266,082 | 266,611 |
Intangible asset associated with benefit under the MSA | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite life intangibles | 107,511 | 107,511 |
Trademark - Douglas Elliman | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite life intangibles | $ 80,000 | $ 80,000 |
Summary of Significant Accou_12
Summary of Significant Accounting Policies (Reconciliation of Cash, Cash Equivalents, and Restricted Cash) (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 | Jun. 30, 2018 | Dec. 31, 2017 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 323,861 | $ 584,581 | ||
Restricted cash and cash equivalents included in other current assets | 5,086 | 2,697 | ||
Restricted cash and cash equivalents included in other assets | 4,457 | 4,451 | ||
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows | $ 333,404 | $ 591,729 | $ 330,007 | $ 310,937 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 538,432 | $ 481,488 | $ 959,356 | $ 910,454 |
Tobacco | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 294,501 | 274,833 | 551,257 | 541,949 |
Tobacco | Core Discount Brands - EAGLE 20’s, PYRAMID, GRAND PRIX, LIGGETT SELECT, and EVE | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 267,277 | 248,370 | 500,383 | 489,901 |
Tobacco | Other Brands | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 27,224 | 26,463 | 50,874 | 52,048 |
Real estate | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 243,931 | 206,655 | 408,099 | 368,505 |
Total real estate revenues | 243,931 | 206,655 | 408,099 | 368,505 |
Real estate | New York City | ||||
Disaggregation of Revenue [Line Items] | ||||
Total real estate revenues | 137,067 | 95,294 | 222,299 | 174,450 |
Real estate | Northeast | ||||
Disaggregation of Revenue [Line Items] | ||||
Total real estate revenues | 42,450 | 45,460 | 74,978 | 79,450 |
Real estate | Southeast | ||||
Disaggregation of Revenue [Line Items] | ||||
Total real estate revenues | 31,760 | 36,697 | 57,361 | 61,388 |
Real estate | West | ||||
Disaggregation of Revenue [Line Items] | ||||
Total real estate revenues | 32,654 | 29,204 | 53,461 | 53,217 |
Real estate | Commission brokerage income | ||||
Disaggregation of Revenue [Line Items] | ||||
Total real estate revenues | 207,158 | 179,411 | 345,448 | 318,307 |
Real estate | Commission brokerage income | New York City | ||||
Disaggregation of Revenue [Line Items] | ||||
Total real estate revenues | 104,301 | 76,175 | 169,980 | 136,583 |
Real estate | Commission brokerage income | Northeast | ||||
Disaggregation of Revenue [Line Items] | ||||
Total real estate revenues | 39,880 | 43,228 | 70,991 | 75,906 |
Real estate | Commission brokerage income | Southeast | ||||
Disaggregation of Revenue [Line Items] | ||||
Total real estate revenues | 31,324 | 31,909 | 54,295 | 56,307 |
Real estate | Commission brokerage income | West | ||||
Disaggregation of Revenue [Line Items] | ||||
Total real estate revenues | 31,653 | 28,099 | 50,182 | 49,511 |
Real estate | Development marketing | ||||
Disaggregation of Revenue [Line Items] | ||||
Total real estate revenues | 23,176 | 15,525 | 37,199 | 26,745 |
Real estate | Development marketing | New York City | ||||
Disaggregation of Revenue [Line Items] | ||||
Total real estate revenues | 22,718 | 10,559 | 34,104 | 21,169 |
Real estate | Development marketing | Northeast | ||||
Disaggregation of Revenue [Line Items] | ||||
Total real estate revenues | 0 | 129 | 0 | 252 |
Real estate | Development marketing | Southeast | ||||
Disaggregation of Revenue [Line Items] | ||||
Total real estate revenues | 436 | 4,788 | 3,066 | 5,081 |
Real estate | Development marketing | West | ||||
Disaggregation of Revenue [Line Items] | ||||
Total real estate revenues | 22 | 49 | 29 | 243 |
Real estate | Property management revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total real estate revenues | 10,218 | 8,741 | 18,569 | 17,079 |
Real estate | Property management revenue | New York City | ||||
Disaggregation of Revenue [Line Items] | ||||
Total real estate revenues | 10,048 | 8,560 | 18,215 | 16,698 |
Real estate | Property management revenue | Northeast | ||||
Disaggregation of Revenue [Line Items] | ||||
Total real estate revenues | 170 | 181 | 354 | 381 |
Real estate | Property management revenue | Southeast | ||||
Disaggregation of Revenue [Line Items] | ||||
Total real estate revenues | 0 | 0 | 0 | 0 |
Real estate | Property management revenue | West | ||||
Disaggregation of Revenue [Line Items] | ||||
Total real estate revenues | 0 | 0 | 0 | 0 |
Real estate | Title fees | ||||
Disaggregation of Revenue [Line Items] | ||||
Total real estate revenues | 2,400 | 1,922 | 3,633 | 2,911 |
Real estate | Title fees | New York City | ||||
Disaggregation of Revenue [Line Items] | ||||
Total real estate revenues | 0 | 0 | 0 | 0 |
Real estate | Title fees | Northeast | ||||
Disaggregation of Revenue [Line Items] | ||||
Total real estate revenues | 2,400 | 1,922 | 3,633 | 2,911 |
Real estate | Title fees | Southeast | ||||
Disaggregation of Revenue [Line Items] | ||||
Total real estate revenues | 0 | 0 | 0 | 0 |
Real estate | Title fees | West | ||||
Disaggregation of Revenue [Line Items] | ||||
Total real estate revenues | 0 | 0 | 0 | 0 |
Real estate | Total Douglas Elliman revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total real estate revenues | 242,952 | 205,599 | 404,849 | 365,042 |
Real estate | Total Douglas Elliman revenue | New York City | ||||
Disaggregation of Revenue [Line Items] | ||||
Total real estate revenues | 137,067 | 95,294 | 222,299 | 174,450 |
Real estate | Total Douglas Elliman revenue | Northeast | ||||
Disaggregation of Revenue [Line Items] | ||||
Total real estate revenues | 42,450 | 45,460 | 74,978 | 79,450 |
Real estate | Total Douglas Elliman revenue | Southeast | ||||
Disaggregation of Revenue [Line Items] | ||||
Total real estate revenues | 31,760 | 36,697 | 57,361 | 61,388 |
Real estate | Total Douglas Elliman revenue | West | ||||
Disaggregation of Revenue [Line Items] | ||||
Total real estate revenues | 31,675 | 28,148 | 50,211 | 49,754 |
Real estate | Other real estate revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Total real estate revenues | 979 | 1,056 | 3,250 | 3,463 |
Real estate | Other real estate revenues | New York City | ||||
Disaggregation of Revenue [Line Items] | ||||
Total real estate revenues | 0 | 0 | 0 | 0 |
Real estate | Other real estate revenues | Northeast | ||||
Disaggregation of Revenue [Line Items] | ||||
Total real estate revenues | 0 | 0 | 0 | 0 |
Real estate | Other real estate revenues | Southeast | ||||
Disaggregation of Revenue [Line Items] | ||||
Total real estate revenues | 0 | 0 | 0 | 0 |
Real estate | Other real estate revenues | West | ||||
Disaggregation of Revenue [Line Items] | ||||
Total real estate revenues | $ 979 | $ 1,056 | $ 3,250 | $ 3,463 |
Revenue Recognition - Contract
Revenue Recognition - Contract Balances (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Jan. 01, 2019 | Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | ||||||
Receivables, which are included in accounts receivable - trade, net | $ 2,321,000 | $ 2,321,000 | $ 2,050,000 | |||
Contract assets, net, which are included in other current assets | 9,481,000 | 9,481,000 | 9,264,000 | |||
Payables, which are included in other current liabilities | 1,373,000 | 1,373,000 | 1,082,000 | |||
Contract liabilities, which are included in other current liabilities | 8,159,000 | 8,159,000 | 7,071,000 | $ 0 | ||
Contract assets, net, which are included in other assets | 18,693,000 | 18,693,000 | 15,794,000 | |||
Contract liabilities, which are included in other liabilities | 34,398,000 | $ 34,398,000 | $ 30,445,000 | |||
Commercial leasing contracts, receivable and payable term expectation | 12 months | |||||
Contract liabilities estimated to be recognized over next twelve months | 8,159,000 | $ 8,159,000 | ||||
Revenue recognized on contract liabilities | 5,031,000 | |||||
Revenue recognized relating to performance obligations satisfied or partially satisfied in prior periods | $ 0 | $ 0 | $ 0 | $ 0 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-07-01 | ||||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||||
Performance obligation term | 2 years | 2 years |
Revenue Recognition - Other Dis
Revenue Recognition - Other Disclosures (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |
Receivable decreased | $ (271) |
Payable increased | 291 |
Contract liabilities increase | 5,041 |
Advance payments received from customer | 10,747 |
Performance obligations satisfied, offset by cash collections | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |
Receivable decreased | 2,206 |
Payable increased | 1,532 |
Contract liabilities increase | 3,116 |
Advance payments received from customer | $ 8,217 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2019 | Jan. 01, 2019 | Dec. 31, 2018 | |
Lessee, Lease, Description [Line Items] | ||||
Operating lease right of use assets | $ 135,134 | $ 135,134 | ||
Operating lease liabilities | 160,068 | 160,068 | ||
Increase to accumulated deficit | 597,786 | $ 597,786 | $ 542,169 | |
Lease renewal term | 5 years | |||
Lease termination term | 1 year | |||
Lease not yet commenced | 1,102 | $ 1,102 | ||
One Lease, Lessor Affiliate of Significant Investor | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating lease right of use assets | 1,446 | 1,446 | ||
Operating lease liabilities | 1,505 | 1,505 | ||
Rental expense | $ 114 | $ 229 | ||
Minimum | ||||
Lessee, Lease, Description [Line Items] | ||||
Remaining lease terms | 1 year | |||
Lease not yet commenced, term | 2 years | 2 years | ||
Maximum | ||||
Lessee, Lease, Description [Line Items] | ||||
Remaining lease terms | 15 years | |||
Lease not yet commenced, term | 10 years | 10 years | ||
ASU 2016-02 | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating lease right of use assets | $ 128,890 | |||
Operating lease liabilities | 153,676 | |||
Deferred rent | 22,881 | |||
Tenant improvements receivable | 355 | |||
Increase to accumulated deficit | $ 1,550 |
Leases - Lease Expense and Cash
Leases - Lease Expense and Cash Outflows from Operating and Finance Leases (Details) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2019 | Jun. 30, 2019 | |
Leases [Abstract] | ||
Operating lease cost | $ 9,630 | $ 18,505 |
Short-term lease cost | 279 | 513 |
Variable lease cost | 898 | 1,690 |
Amortization | 63 | 119 |
Interest on lease liabilities | 4 | 7 |
Total lease cost | $ 10,874 | 20,834 |
Cash paid for amounts included in measurement of lease liabilities: | ||
Operating cash flows from operating leases | 18,440 | |
Operating cash flows from finance leases | 7 | |
Financing cash flows from finance leases | 113 | |
Right-of-use assets obtained in exchange for lease obligations: | ||
Operating leases | 13,061 | |
Finance leases | $ 123 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information (Details) $ in Thousands | Jun. 30, 2019USD ($) |
Operating leases: | |
Operating lease right-of-use assets | $ 135,134 |
Current operating lease liability | 20,339 |
Non-current operating lease liability | 139,729 |
Total operating lease liabilities | 160,068 |
Finance leases: | |
Finance lease at cost | 309 |
Accumulated amortization | 166 |
Finance lease net | 143 |
Current portion of notes payable and long-term debt | 168 |
Notes payable, long-term debt and other obligations, less current portion | 108 |
Total finance lease liabilities | $ 276 |
Weighted average remaining lease term: | |
Operating leases | 8 years 7 months 13 days |
Finance leases | 2 years 7 months 6 days |
Weighted average discount rate: | |
Operating leases | 11.05% |
Finance leases | 8.46% |
Financing lease equipment | |
Finance leases: | |
Finance lease at cost | $ 729 |
Accumulated amortization | 596 |
Finance lease net | $ 133 |
Leases - Maturities of Operatin
Leases - Maturities of Operating and Financing Lease Liabilities (Details) $ in Thousands | Jun. 30, 2019USD ($) |
Operating Leases | |
Remainder of 2019 | $ 19,389 |
2020 | 33,597 |
2021 | 30,914 |
2022 | 28,012 |
2023 | 26,460 |
2024 | 21,265 |
Thereafter | 100,120 |
Total lease payments | 259,757 |
Less imputed interest | (99,689) |
Total | 160,068 |
Finance Leases | |
Remainder of 2019 | 118 |
2020 | 86 |
2021 | 33 |
2022 | 31 |
2023 | 31 |
2024 | 8 |
Thereafter | 0 |
Total lease payments | 307 |
Less imputed interest | (31) |
Total | $ 276 |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Lease commitments, 2019 | $ 35,973 |
Lease commitments, 2020 | 29,917 |
Lease commitments, 2021 | 27,592 |
Lease commitments, 2022 | 25,185 |
Lease commitments, 2023 | 23,589 |
Lease commitments, Thereafter | 104,126 |
Lease commitments, Total | 246,382 |
Sublease Rentals, 2019 | 69 |
Sublease Rentals, 2020 | 0 |
Sublease Rentals, 2021 | 0 |
Sublease Rentals, 2022 | 0 |
Sublease Rentals, 2023 | 0 |
Sublease Rentals, Thereafter | 0 |
Sublease Rentals, Total | 69 |
Net, 2019 | 35,904 |
Net, 2020 | 29,917 |
Net, 2021 | 27,592 |
Net, 2022 | 25,185 |
Net, 2023 | 23,589 |
Net, Thereafter | 104,126 |
Net, Total | $ 246,313 |
Inventories (Schedule of Invent
Inventories (Schedule of Inventories) (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Inventory Disclosure [Abstract] | ||
Leaf tobacco | $ 47,108 | $ 42,917 |
Other raw materials | 3,782 | 3,750 |
Work-in-process | 331 | 1,931 |
Finished goods | 67,751 | 63,937 |
Inventories at current cost | 118,972 | 112,535 |
LIFO adjustments | (22,038) | (21,538) |
Inventory, net | $ 96,934 | $ 90,997 |
Inventories (Narrative) (Detail
Inventories (Narrative) (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2019 | Dec. 31, 2018 | |
Inventory [Line Items] | ||
LIFO adjustments | $ 22,038 | $ 21,538 |
Capitalized MSA cost in finished goods inventory | 17,815 | 16,001 |
Inventories | ||
Inventory [Line Items] | ||
Federal excise tax in inventory | 26,437 | 26,419 |
Liggett | Inventories | ||
Inventory [Line Items] | ||
Purchase commitments | 25,795 | |
Leaf tobacco | ||
Inventory [Line Items] | ||
LIFO adjustments | 15,432 | 14,932 |
Other raw materials | ||
Inventory [Line Items] | ||
LIFO adjustments | 219 | 219 |
Work-in-process | ||
Inventory [Line Items] | ||
LIFO adjustments | 25 | 25 |
Finished goods | ||
Inventory [Line Items] | ||
LIFO adjustments | $ 6,362 | $ 6,362 |
Investment Securities At Fair_3
Investment Securities At Fair Value (Investment Securities At Fair Value Schedule) (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Investments, Debt and Equity Securities [Abstract] | ||
Debt securities available for sale | $ 88,831 | $ 84,367 |
Equity securities at fair value | 46,269 | 47,202 |
Total investment securities at fair value | $ 135,100 | $ 131,569 |
Investment Securities At Fair_4
Investment Securities At Fair Value (Components of Investment Securities At Fair Value) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Debt Securities, Available-for-sale [Line Items] | |||||
Debt securities available for sale | $ 88,831 | $ 88,831 | $ 84,367 | ||
Equity securities at fair value | 46,269 | 46,269 | 47,202 | ||
Investment securities at fair value | 135,100 | 135,100 | 131,569 | ||
Net gains recognized on equity securities | 2,311 | $ 3,236 | 7,051 | $ 491 | |
Net gains (losses) recognized on debt securities available for sale | 6 | (5) | 42 | (13) | |
Gross realized losses on other-than-temporary impairments | (2) | (225) | (5) | (811) | |
Net gains (losses) recognized on investment securities | 2,315 | 3,006 | 7,088 | (333) | |
Investment securities available for sale | 135,100 | 135,100 | |||
Less: Net gains recognized on equity securities sold | 278 | 53 | 410 | 183 | |
Net unrealized gains recognized on equity securities still held at the reporting date | 2,033 | $ 3,183 | 6,641 | $ 308 | |
Marketable equity securities | |||||
Debt Securities, Available-for-sale [Line Items] | |||||
Investment securities available for sale | 24,257 | 24,257 | 26,010 | ||
Mutual funds invested in fixed-income securities | |||||
Debt Securities, Available-for-sale [Line Items] | |||||
Investment securities available for sale | 22,012 | 22,012 | 21,192 | ||
Marketable debt securities | |||||
Debt Securities, Available-for-sale [Line Items] | |||||
Debt securities available for sale | 88,831 | 88,831 | 84,367 | ||
Cost | 87,977 | 87,977 | 84,199 | ||
Gross Unrealized Gains | 854 | 854 | 168 | ||
Gross Unrealized Losses | 0 | 0 | 0 | ||
Total debt securities available for sale | |||||
Debt Securities, Available-for-sale [Line Items] | |||||
Debt securities available for sale | 88,831 | 88,831 | 84,367 | ||
Cost | 87,977 | 87,977 | 84,199 | ||
Gross Unrealized Gains | 854 | 854 | 168 | ||
Gross Unrealized Losses | 0 | 0 | 0 | ||
Quoted Prices in Active Markets for Identical Assets (Level 1) | |||||
Debt Securities, Available-for-sale [Line Items] | |||||
Investment securities available for sale | 46,269 | 46,269 | |||
Quoted Prices in Active Markets for Identical Assets (Level 1) | Marketable equity securities | |||||
Debt Securities, Available-for-sale [Line Items] | |||||
Investment securities available for sale | 24,257 | 24,257 | 26,010 | ||
Quoted Prices in Active Markets for Identical Assets (Level 1) | Mutual funds invested in fixed-income securities | |||||
Debt Securities, Available-for-sale [Line Items] | |||||
Investment securities available for sale | $ 22,012 | $ 22,012 | $ 21,192 |
Investment Securities At Fair_5
Investment Securities At Fair Value (Maturity Dates of Marketable Debt Securities) (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Debt Securities, Available-for-sale [Line Items] | ||
Market Value | $ 88,831 | $ 84,367 |
Under 1 Year | 37,537 | |
1 Year up to 5 Years | 51,294 | |
More than 5 Years | 0 | |
U.S. Government securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Market Value | 19,535 | |
Under 1 Year | 7,797 | |
1 Year up to 5 Years | 11,738 | |
More than 5 Years | 0 | |
Corporate securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Market Value | 47,427 | |
Under 1 Year | 13,341 | |
1 Year up to 5 Years | 34,086 | |
More than 5 Years | 0 | |
U.S. mortgage-backed securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Market Value | 8,623 | |
Under 1 Year | 4,026 | |
1 Year up to 5 Years | 4,597 | |
More than 5 Years | 0 | |
Commercial mortgage-backed securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Market Value | 394 | |
Under 1 Year | 29 | |
1 Year up to 5 Years | 365 | |
More than 5 Years | 0 | |
Commercial paper | ||
Debt Securities, Available-for-sale [Line Items] | ||
Market Value | 9,026 | |
Under 1 Year | 9,026 | |
1 Year up to 5 Years | 0 | |
More than 5 Years | 0 | |
Index-linked U.S. bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Market Value | 2,664 | |
Under 1 Year | 2,664 | |
1 Year up to 5 Years | 0 | |
More than 5 Years | 0 | |
Foreign fixed-income securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Market Value | 1,162 | |
Under 1 Year | 654 | |
1 Year up to 5 Years | 508 | |
More than 5 Years | $ 0 |
Investment Securities At Fair_6
Investment Securities At Fair Value (Gross Realized Gains and Losses on Available-for-Sale Securities) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Investments, Debt and Equity Securities [Abstract] | ||||
Gross realized gains on sales | $ 9 | $ 2 | $ 47 | $ 2 |
Gross realized losses on sales | (3) | (7) | (5) | (15) |
Net gains (losses) recognized on debt securities available for sale | 6 | (5) | 42 | (13) |
Gross realized losses on other-than-temporary impairments | $ (2) | $ (225) | $ (5) | $ (811) |
Investment Securities At Fair_7
Investment Securities At Fair Value (Narrative) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Debt Securities, Available-for-sale [Line Items] | |||||
Sale of investment securities | $ 12,942,000 | $ 2,647,000 | |||
Securities that qualify for NAV | $ 1,911,000 | $ 1,505,000 | 5,470,000 | 3,236,000 | |
Equity securities without readily determinable fair value | 5,000,000 | 5,000,000 | $ 5,000,000 | ||
Impairment and other adjustments | 0 | $ 0 | 0 | 0 | |
Long-term investments | |||||
Debt Securities, Available-for-sale [Line Items] | |||||
Securities that qualify for NAV | $ 215,000 | 649,000 | |||
Corporate Securities and U.S. Government Securities | |||||
Debt Securities, Available-for-sale [Line Items] | |||||
Maturities of debt securities | $ 29,155,000 | $ 11,526,000 |
Long-Term Investments (Investme
Long-Term Investments (Investments) (Details) $ in Thousands | 6 Months Ended | |
Jun. 30, 2019USD ($)investment | Dec. 31, 2018USD ($) | |
Long-term Investments [Abstract] | ||
Equity securities at fair value that qualify for the NAV practical expedient | $ 53,175 | $ 54,628 |
Equity-method investments | 10,639 | 11,631 |
Long-term investments | $ 63,814 | $ 66,259 |
Number of investments redeemed that qualify for the NAV practical expedient | investment | 1 | |
In-transit redemptions recorded from proceeds from investments redeemed that qualify for NAV practical expedient | $ 4,271 |
Long-Term Investments (Equity-M
Long-Term Investments (Equity-Method Investments) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Schedule of Equity Method Investments [Line Items] | |||||
Equity-method investments | $ 10,639 | $ 10,639 | $ 11,631 | ||
Proceeds from long-term equity method investment | 855 | $ 779 | |||
In-transit redemptions recorded from proceeds from investments redeemed that qualify for NAV practical expedient | 4,271 | ||||
Equity in (losses) earnings from investments | (1,685) | $ 4,813 | (323) | $ 5,975 | |
Indian Creek Investors LP (“Indian Creek”) | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity-method investments | $ 719 | $ 719 | 1,167 | ||
Equity-method ownership percentage | 12.52% | 12.52% | |||
Boyar Value Fund (“Boyar”) | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity-method investments | $ 9,444 | $ 9,444 | 8,384 | ||
Equity-method ownership percentage | 34.57% | 34.57% | |||
Quoted market value | $ 9,444 | $ 9,444 | |||
Ladenburg Thalmann Financial Services Inc. (“LTS”) | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity-method investments | $ 476 | $ 476 | 2,080 | ||
Equity-method ownership percentage | 10.29% | 10.29% | |||
Quoted market value | $ 52,106 | $ 52,106 | |||
Castle Brands, Inc. (“Castle”) | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity-method investments | $ 0 | $ 0 | $ 0 | ||
Equity-method ownership percentage | 7.63% | 7.63% | |||
Quoted market value | $ 5,932 | $ 5,932 |
New Valley LLC (Investment in R
New Valley LLC (Investment in Real Estate Ventures) (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2019USD ($)venture | Jun. 30, 2018USD ($) | Jun. 30, 2019USD ($)venture | Jun. 30, 2018USD ($) | Apr. 30, 2019USD ($) | Feb. 28, 2019USD ($) | Dec. 31, 2018USD ($) | |
Schedule of Investments [Line Items] | |||||||
Investments in real estate ventures | $ 144,766 | $ 144,766 | $ 141,105 | ||||
Total contributions | 21,908 | $ 4,343 | |||||
Distributions from real estate ventures | 2,060 | 8,542 | |||||
Distributions from investments in real estate ventures | 23,200 | 27,134 | |||||
Equity in earnings (losses) from real estate ventures | 6,391 | $ (2,112) | 3,952 | (8,672) | |||
Condominium and Mixed Use Development | All other U.S. areas | |||||||
Schedule of Investments [Line Items] | |||||||
Impairment of long-term investments | 2,113 | 8,467 | |||||
New Valley LLC | |||||||
Schedule of Investments [Line Items] | |||||||
Investments in real estate ventures | 144,766 | 144,766 | 141,105 | ||||
Total contributions | 21,908 | 4,343 | |||||
Distributions | 25,260 | 35,676 | |||||
Equity in earnings (losses) from real estate ventures | 6,391 | (2,112) | 3,952 | (8,672) | |||
Total maximum exposure to loss | 176,966 | 176,966 | |||||
Interest costs capitalized | 1,688 | 2,094 | 3,003 | 4,303 | |||
New Valley LLC | Variable Interest Entity, Not Primary Beneficiary | 352 6th Avenue LLC | |||||||
Schedule of Investments [Line Items] | |||||||
Range of ownership | 37.00% | ||||||
Investments in real estate ventures | $ 500 | ||||||
Total maximum exposure to loss | 517 | 517 | |||||
New Valley LLC | Variable Interest Entity, Not Primary Beneficiary | Meatpacking Plaza | |||||||
Schedule of Investments [Line Items] | |||||||
Range of ownership | 17.00% | ||||||
Investments in real estate ventures | $ 10,018 | ||||||
Total maximum exposure to loss | 10,251 | 10,251 | |||||
New Valley LLC | Variable Interest Entity, Not Primary Beneficiary | 9 DeKalb | |||||||
Schedule of Investments [Line Items] | |||||||
Range of ownership | 5.50% | ||||||
Investments in real estate ventures | $ 5,000 | ||||||
Total maximum exposure to loss | $ 5,116 | $ 5,116 | |||||
New Valley LLC | Variable Interest Entity, Primary Beneficiary | |||||||
Schedule of Investments [Line Items] | |||||||
Number of real estate ventures | venture | 2 | 2 | |||||
VIE's assets | $ 976 | $ 976 | 1,387 | ||||
New Valley LLC | New York City SMSA | Minimum | |||||||
Schedule of Investments [Line Items] | |||||||
Range of ownership | 3.10% | 3.10% | |||||
New Valley LLC | New York City SMSA | Maximum | |||||||
Schedule of Investments [Line Items] | |||||||
Range of ownership | 49.50% | 49.50% | |||||
New Valley LLC | Condominium and Mixed Use Development | |||||||
Schedule of Investments [Line Items] | |||||||
Investments in real estate ventures | $ 113,496 | $ 113,496 | 96,399 | ||||
Total contributions | 21,537 | 533 | |||||
Distributions | 1,850 | 34,490 | |||||
Equity in earnings (losses) from real estate ventures | (3,378) | (473) | (5,592) | (4,439) | |||
Total maximum exposure to loss | 130,918 | 130,918 | |||||
New Valley LLC | Condominium and Mixed Use Development | New York City SMSA | |||||||
Schedule of Investments [Line Items] | |||||||
Investments in real estate ventures | 84,593 | 84,593 | 65,007 | ||||
Total contributions | 21,537 | 533 | |||||
Distributions | 571 | 34,490 | |||||
Equity in earnings (losses) from real estate ventures | (1,120) | (152) | (3,226) | (3,613) | |||
Impairment of long-term investments | 3,866 | 1,378 | |||||
Total maximum exposure to loss | 89,515 | 89,515 | |||||
New Valley LLC | Condominium and Mixed Use Development | All other U.S. areas | |||||||
Schedule of Investments [Line Items] | |||||||
Investments in real estate ventures | 28,903 | 28,903 | $ 31,392 | ||||
Distributions | 1,279 | 0 | |||||
Equity in earnings (losses) from real estate ventures | (2,258) | (321) | (2,366) | (826) | |||
Impairment of long-term investments | 2,700 | 10,174 | |||||
Total maximum exposure to loss | $ 41,403 | $ 41,403 | |||||
New Valley LLC | Condominium and Mixed Use Development | All other U.S. areas | Monad Terrace [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Range of ownership | 17.90% | 17.90% | 18.00% | ||||
New Valley LLC | Condominium and Mixed Use Development | All other U.S. areas | Minimum | |||||||
Schedule of Investments [Line Items] | |||||||
Range of ownership | 15.00% | 15.00% | |||||
New Valley LLC | Condominium and Mixed Use Development | All other U.S. areas | Maximum | |||||||
Schedule of Investments [Line Items] | |||||||
Range of ownership | 48.50% | 48.50% | |||||
New Valley LLC | Apartment Buildings | |||||||
Schedule of Investments [Line Items] | |||||||
Distributions | $ 3 | 201 | |||||
Equity in earnings (losses) from real estate ventures | $ 3 | (1,717) | 3 | (3,297) | |||
New Valley LLC | Apartment Buildings | All other U.S. areas | |||||||
Schedule of Investments [Line Items] | |||||||
Distributions | 3 | 201 | |||||
Equity in earnings (losses) from real estate ventures | 3 | (1,717) | 3 | (3,297) | |||
New Valley LLC | Hotels | |||||||
Schedule of Investments [Line Items] | |||||||
Investments in real estate ventures | 4,585 | 4,585 | $ 18,116 | ||||
Total contributions | 172 | 167 | |||||
Distributions | 21,572 | 0 | |||||
Equity in earnings (losses) from real estate ventures | 9,064 | (779) | 7,870 | (2,018) | |||
Total maximum exposure to loss | 4,585 | 4,585 | |||||
New Valley LLC | Hotels | New York City SMSA | |||||||
Schedule of Investments [Line Items] | |||||||
Investments in real estate ventures | 2,615 | 2,615 | 15,782 | ||||
Total contributions | 172 | 167 | |||||
Distributions | 21,572 | 0 | |||||
Equity in earnings (losses) from real estate ventures | 8,942 | (636) | 8,234 | (1,450) | |||
Total maximum exposure to loss | $ 2,615 | $ 2,615 | |||||
New Valley LLC | Hotels | New York City SMSA | Minimum | |||||||
Schedule of Investments [Line Items] | |||||||
Range of ownership | 5.20% | 5.20% | |||||
New Valley LLC | Hotels | New York City SMSA | Maximum | |||||||
Schedule of Investments [Line Items] | |||||||
Range of ownership | 18.40% | 18.40% | |||||
New Valley LLC | Hotels | International | |||||||
Schedule of Investments [Line Items] | |||||||
Range of ownership | 49.00% | 49.00% | |||||
Investments in real estate ventures | $ 1,970 | $ 1,970 | 2,334 | ||||
Equity in earnings (losses) from real estate ventures | 122 | (143) | (364) | (568) | |||
Total maximum exposure to loss | 1,970 | 1,970 | |||||
New Valley LLC | Commercial | |||||||
Schedule of Investments [Line Items] | |||||||
Investments in real estate ventures | 9,475 | 9,475 | 8,920 | ||||
Distributions | 138 | 341 | |||||
Equity in earnings (losses) from real estate ventures | 463 | 792 | 634 | 755 | |||
Total maximum exposure to loss | $ 9,475 | $ 9,475 | |||||
New Valley LLC | Commercial | New York City SMSA | |||||||
Schedule of Investments [Line Items] | |||||||
Range of ownership | 49.00% | 49.00% | |||||
Investments in real estate ventures | $ 2,121 | $ 2,121 | 1,867 | ||||
Distributions | 9 | 0 | |||||
Equity in earnings (losses) from real estate ventures | 384 | (121) | 263 | (388) | |||
Total maximum exposure to loss | $ 2,121 | $ 2,121 | |||||
New Valley LLC | Commercial | All other U.S. areas | |||||||
Schedule of Investments [Line Items] | |||||||
Range of ownership | 1.60% | 1.60% | |||||
Investments in real estate ventures | $ 7,354 | $ 7,354 | 7,053 | ||||
Distributions | 129 | 341 | |||||
Equity in earnings (losses) from real estate ventures | 79 | 913 | 371 | 1,143 | |||
Total maximum exposure to loss | 7,354 | 7,354 | |||||
New Valley LLC | Other | |||||||
Schedule of Investments [Line Items] | |||||||
Investments in real estate ventures | 17,210 | 17,210 | $ 17,670 | ||||
Total contributions | 199 | 3,643 | |||||
Distributions | 1,697 | 644 | |||||
Equity in earnings (losses) from real estate ventures | 239 | $ 65 | 1,037 | 327 | |||
Total maximum exposure to loss | $ 31,988 | $ 31,988 | |||||
New Valley LLC | Other | Minimum | |||||||
Schedule of Investments [Line Items] | |||||||
Range of ownership | 15.00% | 15.00% | |||||
New Valley LLC | Other | Maximum | |||||||
Schedule of Investments [Line Items] | |||||||
Range of ownership | 50.00% | 50.00% | |||||
Douglas Elliman Realty, LLC | |||||||
Schedule of Investments [Line Items] | |||||||
Proceeds from commissions received | $ 11,223 | $ 8,145 |
New Valley LLC (Combined Financ
New Valley LLC (Combined Financial Statements for Unconsolidated Subsidiaries) (Details) - New Valley LLC - Condominium and Mixed Use Development - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Income Statement | ||||
Revenue | $ 2 | $ 12 | $ 3 | $ 21 |
Other expenses | 2,013 | 143,723 | 2,755 | 144,478 |
Loss from continuing operations | $ (2,011) | $ (143,711) | $ (2,752) | $ (144,457) |
New Valley LLC (Investments in
New Valley LLC (Investments in Real Estate, net) (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Apr. 30, 2015 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Schedule of Investments [Line Items] | ||||||
Real estate investment, net | $ 27,212 | $ 27,212 | $ 26,220 | |||
New Valley LLC | ||||||
Schedule of Investments [Line Items] | ||||||
Real estate investment, net | 27,212 | 27,212 | 26,220 | |||
New Valley LLC | Escena | ||||||
Schedule of Investments [Line Items] | ||||||
Land and Land Improvements | 8,910 | 8,910 | 8,910 | |||
Building and building improvements | 1,900 | 1,900 | 1,900 | |||
Other | 1,608 | 1,608 | 2,162 | |||
Investments in real estate, gross | 12,418 | 12,418 | 12,972 | |||
Less accumulated depreciation | (2,409) | (2,409) | (2,802) | |||
Real estate investment, net | 10,009 | 10,009 | 10,170 | |||
Operating loss | (354) | $ 290 | 332 | $ (510) | ||
New Valley LLC | Sagaponack | ||||||
Schedule of Investments [Line Items] | ||||||
Real estate investment, net | $ 17,203 | $ 17,203 | $ 16,050 | |||
Payments to acquire real estate | $ 12,502 |
Notes Payable, Long-Term Debt_3
Notes Payable, Long-Term Debt and Other Obligations (Components of Debt) (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Notes payable, long-term debt and other obligations | $ 1,452,245 | $ 1,666,445 |
Less: Debt issuance costs | (21,435) | (23,614) |
Total notes payable, long-term debt and other obligations | 1,430,810 | 1,642,831 |
Less: Current maturities | (250,659) | (256,134) |
Amount due after one year | 1,180,151 | 1,386,697 |
Fair value of derivatives embedded within convertible debt | 0 | 24,789 |
Senior Notes | 6.125% Senior Secured Notes due 2025 | ||
Debt Instrument [Line Items] | ||
Notes payable, long-term debt and other obligations | $ 850,000 | 850,000 |
Interest rate | 6.125% | |
Senior Notes | 10.5% Senior Notes due 2026 | ||
Debt Instrument [Line Items] | ||
Interest rate | 10.50% | |
Variable Interest Senior Convertible Debt | 10.5% Senior Notes due 2026 | ||
Debt Instrument [Line Items] | ||
Notes payable, long-term debt and other obligations | $ 325,000 | 325,000 |
Variable Interest Senior Convertible Debt | 7.5% Variable Interest Senior Convertible Notes due 2019, net of unamortized discount of $0 and $3,359 | ||
Debt Instrument [Line Items] | ||
Notes payable, long-term debt and other obligations | 0 | 226,641 |
Unamortized discount | $ 0 | 3,359 |
Interest rate | 7.50% | |
Fair value of derivatives embedded within convertible debt | $ 0 | 6,635 |
Variable Interest Senior Convertible Debt | 5.5% Variable Interest Senior Convertible Debentures due 2020, net of unamortized discount of $18,852 and $29,465 | ||
Debt Instrument [Line Items] | ||
Notes payable, long-term debt and other obligations | 213,148 | 202,535 |
Unamortized discount | $ 18,852 | 29,465 |
Interest rate | 5.50% | |
Fair value of derivatives embedded within convertible debt | $ 17,287 | 24,789 |
Line of Credit | Liggett | ||
Debt Instrument [Line Items] | ||
Amount outstanding | 33,288 | |
Remaining borrowing capacity | 21,800 | |
Line of Credit | Revolving credit facility | Liggett | ||
Debt Instrument [Line Items] | ||
Notes payable, long-term debt and other obligations | 31,026 | 28,381 |
Line of Credit | Term loan under credit facility | Liggett | ||
Debt Instrument [Line Items] | ||
Notes payable, long-term debt and other obligations | 2,262 | 2,409 |
Equipment loans | Liggett | ||
Debt Instrument [Line Items] | ||
Notes payable, long-term debt and other obligations | 545 | 1,039 |
Other | ||
Debt Instrument [Line Items] | ||
Notes payable, long-term debt and other obligations | $ 30,264 | $ 30,440 |
Notes Payable, Long-Term Debt_4
Notes Payable, Long-Term Debt and Other Obligations (Senior Notes) (Details) - USD ($) $ in Thousands | Nov. 02, 2018 | Jan. 31, 2019 | Jun. 30, 2019 |
Senior Notes | 10.5% Senior Notes due 2026 | |||
Debt Instrument [Line Items] | |||
Interest rate | 10.50% | ||
Period of redemption after closing | 90 days | ||
Variable Interest Senior Convertible Debt | 7.5% Variable Interest Senior Convertible Notes due 2019 | |||
Debt Instrument [Line Items] | |||
Face amount of debt | $ 230,000 | ||
Interest Expense, Debt | $ 8,102 | ||
Interest rate | 7.50% |
Notes Payable, Long-Term Debt_5
Notes Payable, Long-Term Debt and Other Obligations (Revolving Credit Facility and Term Loan Under Credit Facility - Liggett) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Debt Disclosure [Abstract] | ||||
Amortization of debt discount, net | $ 5,447 | $ 20,386 | $ 13,972 | $ 38,579 |
Amortization of debt issuance costs | 1,053 | 2,914 | 2,238 | 5,625 |
Non-cash Interest Expense | $ 6,500 | $ 23,300 | $ 16,210 | $ 44,204 |
Notes Payable, Long-Term Debt_6
Notes Payable, Long-Term Debt and Other Obligations (Fair Value of Notes Payable and Long Term Debt) (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes payable and long-term debt | $ 1,398,083 | $ 1,565,459 |
Carrying Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes payable and long-term debt | 1,452,245 | 1,666,445 |
Senior Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes payable and long-term debt | 1,094,888 | 1,034,500 |
Senior Notes | Carrying Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes payable and long-term debt | 1,175,000 | 1,175,000 |
Variable Interest Senior Convertible Debt | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes payable and long-term debt | 239,090 | 468,704 |
Variable Interest Senior Convertible Debt | Carrying Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes payable and long-term debt | 213,148 | 429,176 |
Liggett and other | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes payable and long-term debt | 64,105 | 62,255 |
Liggett and other | Carrying Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes payable and long-term debt | $ 64,097 | $ 62,269 |
Contingencies (Overview and Bon
Contingencies (Overview and Bonds) (Details) - Liggett - USD ($) $ in Thousands | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Jun. 30, 2009 | |
Loss Contingencies [Line Items] | ||||
Tobacco product liability legal expenses and costs | $ 3,737 | $ 3,584 | ||
Engle Progeny Cases | Florida | ||||
Loss Contingencies [Line Items] | ||||
Maximum bond required for judgments on appeal | $ 200,000 | |||
Bonds | Santoro v. R.J. Reynolds | ||||
Loss Contingencies [Line Items] | ||||
Security posted for appeal of judgment | $ 535 |
Contingencies (Cautionary State
Contingencies (Cautionary Statement About Engle Progeny Cases) (Details) $ in Thousands | Nov. 21, 1996USD ($) | Sep. 30, 2017USD ($)case | Jun. 30, 2017USD ($)case | Dec. 31, 2016USD ($)case | Oct. 31, 2013USD ($)case | Jun. 30, 2019case | Jun. 30, 2019USD ($)case |
Loss Contingencies [Line Items] | |||||||
Amount of litigation settlement awarded to other party | $ | $ 145,000,000 | ||||||
Liggett | |||||||
Loss Contingencies [Line Items] | |||||||
Amount of litigation settlement awarded to other party | $ | $ 790,000 | ||||||
Liggett | Engle Progeny Cases | |||||||
Loss Contingencies [Line Items] | |||||||
Cases with verdicts | 25 | 25 | |||||
Cases with verdicts in favor of plaintiffs | 16 | 16 | |||||
Cases with verdicts in favor of defendants | 9 | 9 | |||||
Cases with verdicts in favor of plaintiffs and punitive damages awarded | 5 | 5 | |||||
Cases settled | 20 | 9 | 124 | 4,900 | |||
Amount of litigation settlement awarded to other party | $ | $ 4,100 | $ 1,400 | $ 17,650 | $ 110,000 | |||
Liggett and Vector Tobacco | Engle Progeny Cases | |||||||
Loss Contingencies [Line Items] | |||||||
Cases settled | 2 | 187 | |||||
Amount of litigation settlement awarded to other party | $ | $ 7,700 |
Contingencies (Individual Actio
Contingencies (Individual Actions) (Details) | Jun. 30, 2019case |
Individual Actions Cases | |
Loss Contingencies [Line Items] | |
Cases pending | 36 |
Liggett | |
Loss Contingencies [Line Items] | |
Cases pending | 1 |
Liggett | Individual Actions Cases | Florida | |
Loss Contingencies [Line Items] | |
Cases pending | 24 |
Liggett | Individual Actions Cases | Illinois | |
Loss Contingencies [Line Items] | |
Cases pending | 5 |
Liggett | Individual Actions Cases | New York | |
Loss Contingencies [Line Items] | |
Cases pending | 2 |
Liggett | Individual Actions Cases | Louisiana | |
Loss Contingencies [Line Items] | |
Cases pending | 2 |
Liggett | Individual Actions Cases | West Virginia | |
Loss Contingencies [Line Items] | |
Cases pending | 2 |
Liggett | Individual Actions Cases | Ohio | |
Loss Contingencies [Line Items] | |
Cases pending | 1 |
Contingencies (Engle Progeny Ca
Contingencies (Engle Progeny Cases and Settlement) (Details) $ in Thousands | Nov. 21, 1996USD ($) | Sep. 30, 2017USD ($)case | Jun. 30, 2017USD ($)case | Dec. 31, 2016USD ($)case | Feb. 28, 2015 | Oct. 31, 2013USD ($)case | Jun. 30, 2019USD ($)case | Jun. 30, 2018USD ($) | Dec. 31, 2016USD ($) | Jun. 30, 2019USD ($)case | Jun. 30, 2018USD ($) |
Loss Contingencies [Line Items] | |||||||||||
Amount of litigation settlement awarded to other party | $ 145,000,000 | ||||||||||
Litigation settlement and judgment expense | $ 655 | $ 525 | $ 655 | $ (1,944) | |||||||
Liggett | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Amount of litigation settlement awarded to other party | $ 790,000 | ||||||||||
Cases pending | case | 1 | 1 | |||||||||
Liggett | Engle Progeny Cases | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Cases settled | case | 20 | 9 | 124 | 4,900 | |||||||
Amount of litigation settlement awarded to other party | $ 4,100 | $ 1,400 | $ 17,650 | $ 110,000 | |||||||
Litigation settlement amount paid in lump sum | $ 14,000 | 61,600 | |||||||||
Litigation settlement, installment term | 14 years | ||||||||||
Litigation settlement and judgment expense | $ 17,650 | ||||||||||
Litigation settlement amount paid in installment payments | 48,000 | ||||||||||
Litigation settlement amount of estimated future payments per annum | $ 3,400 | ||||||||||
Liggett | Lukacs, Campbell, Douglas, Clay, Tullo, Ward Rizzuto, Lambert and Buchanan | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Payments for legal settlements | $ 39,773 | ||||||||||
Liggett | Santoro v. R.J. Reynolds | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Payments for legal settlements | $ 160 | ||||||||||
Liggett and Vector Tobacco | Engle Progeny Cases | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Cases settled | case | 2 | 187 | |||||||||
Amount of litigation settlement awarded to other party | $ 7,700 | ||||||||||
Cases pending | case | 62 | 62 |
Contingencies (Appeals of Engle
Contingencies (Appeals of Engle Progeny Judgments, Maryland and Only Liggett Cases) (Details) | Jun. 30, 2019case |
Individual Actions Cases | |
Loss Contingencies [Line Items] | |
Cases pending | 36 |
Liggett | |
Loss Contingencies [Line Items] | |
Cases pending | 1 |
Maryland | Liggett | Individual Actions Cases | |
Loss Contingencies [Line Items] | |
Cases pending | 16 |
Contingencies (Class Actions, H
Contingencies (Class Actions, Health Care Cost Recovery Actions, and Upcoming Trials) (Details) | 1 Months Ended | |||
Oct. 31, 2013case | May 31, 2013case | Jun. 30, 2019defendantcase | Dec. 31, 2001case | |
Parsons v. AC & S Inc. | ||||
Loss Contingencies [Line Items] | ||||
Number of defendants in bankruptcy | defendant | 3 | |||
Tobacco Litigation Personal Injury Cases | West Virginia | ||||
Loss Contingencies [Line Items] | ||||
Cases pending | 750 | |||
Claims dismissed | 1 | |||
Number of plaintiffs | 30 | |||
Individual Actions Cases | ||||
Loss Contingencies [Line Items] | ||||
Cases pending | 36 | |||
Pending claims scheduled for trial | 1 | |||
Engle Progeny Cases | ||||
Loss Contingencies [Line Items] | ||||
Pending claims scheduled for trial | 2 | |||
Liggett | ||||
Loss Contingencies [Line Items] | ||||
Cases pending | 1 | |||
Liggett | Class Actions | ||||
Loss Contingencies [Line Items] | ||||
Cases pending | 3 | |||
Liggett | Crow Creek Sioux Tribe v. American Tobacco Company | ||||
Loss Contingencies [Line Items] | ||||
Cases pending | 1 | |||
Liggett | Individual Actions Cases | West Virginia | ||||
Loss Contingencies [Line Items] | ||||
Cases pending | 2 |
Contingencies (MSA and Other St
Contingencies (MSA and Other State Settlement Agreements) (Details) | Dec. 28, 2017USD ($) | Jun. 30, 2019USD ($)sponsorship | Mar. 31, 1998USD ($)state |
Health Care Cost Recovery Actions | |||
Loss Contingencies [Line Items] | |||
Number of states with settled litigation | state | 46 | ||
Number of brand name sponsorships allowed | sponsorship | 1 | ||
Brand name sponsorship period | 12 months | ||
Annual payment requirement | $ 9,000,000,000 | ||
Liggett | |||
Loss Contingencies [Line Items] | |||
Number of states with settled litigation | state | 45 | ||
Liggett | Health Care Cost Recovery Actions | |||
Loss Contingencies [Line Items] | |||
Estimated litigation liability | $ 0 | ||
Percentage of cigarettes sales exceeds market share exemption | 1.65% | ||
Vector Tobacco | Health Care Cost Recovery Actions | |||
Loss Contingencies [Line Items] | |||
Estimated litigation liability | $ 0 | ||
Percentage of cigarettes sales exceeds market share exemption | 0.28% | ||
Liggett and Vector Tobacco | Health Care Cost Recovery Actions | |||
Loss Contingencies [Line Items] | |||
Estimated litigation liability | $ 166,000,000 | ||
Payments for legal settlements | $ 132,500,000 | ||
Product Concentration Risk | Sales Revenue | Liggett and Vector Tobacco | |||
Loss Contingencies [Line Items] | |||
Concentration risk percentage | 4.00% |
Contingencies (Certain MSA Disp
Contingencies (Certain MSA Disputes) (Details) $ in Thousands | 6 Months Ended | 25 Months Ended | 60 Months Ended |
Jun. 30, 2019USD ($)state | Mar. 31, 1998state | Dec. 31, 2017USD ($) | |
2003 NPM Adjustment | |||
Loss Contingencies [Line Items] | |||
Number of states agreed to single arbitration | 48 | ||
Aggregate number of settling states | 49 | ||
Number of settling states with diligence not contested | 37 | ||
Combined allocable share, percentage | 75.00% | ||
Liggett and Vector Tobacco | 2004-2010 NPM Adjustment | |||
Loss Contingencies [Line Items] | |||
Amounts accrued | $ | $ 13,400 | ||
Liggett and Vector Tobacco | Cost of Sales | Health Care Cost Recovery Actions, NPM Adjustment | |||
Loss Contingencies [Line Items] | |||
Settlement adjustment credit | $ | $ 32,840 | ||
Liggett | |||
Loss Contingencies [Line Items] | |||
Number of states with settled litigation | 45 | ||
Liggett | 2011-2015 NPM Adjustment | |||
Loss Contingencies [Line Items] | |||
Amounts accrued | $ | $ 36,300 |
Contingencies (Other State Sett
Contingencies (Other State Settlements) (Details) | Jan. 12, 2016USD ($) | Nov. 21, 1996USD ($) | Dec. 31, 2010USD ($) | Dec. 31, 2003USD ($) | Mar. 31, 1998USD ($)state | Mar. 21, 2019USD ($) |
Loss Contingencies [Line Items] | ||||||
Amount of litigation settlement awarded to other party | $ 145,000,000,000 | |||||
Health Care Cost Recovery Actions | ||||||
Loss Contingencies [Line Items] | ||||||
Annual payment requirement | $ 9,000,000,000 | |||||
Liggett | ||||||
Loss Contingencies [Line Items] | ||||||
Amount of litigation settlement awarded to other party | $ 790,000,000 | |||||
Liggett | Health Care Cost Recovery Actions | ||||||
Loss Contingencies [Line Items] | ||||||
Number of states not included in settlement agreement | state | 4 | |||||
Minnesota | Liggett | Health Care Cost Recovery Actions | ||||||
Loss Contingencies [Line Items] | ||||||
Annual payment requirement | $ 100,000 | |||||
Florida | Liggett | Health Care Cost Recovery Actions | ||||||
Loss Contingencies [Line Items] | ||||||
Annual payment requirement | $ 250,000 | |||||
Amount of litigation settlement awarded to other party | $ 1,200,000 | |||||
Years annual payments required | 21 years | |||||
Years annual payments required that are subject to inflation adjustment | 12 years | |||||
Mississippi | Liggett | Health Care Cost Recovery Actions | ||||||
Loss Contingencies [Line Items] | ||||||
Damages sought | $ 27,000,000 | |||||
Proceeds that should not be included in income | $ 294,000,000 | |||||
Percent of income entitled | 0.50% |
Contingencies (Activity in Accr
Contingencies (Activity in Accruals for MSA and Tobacco Litigation Schedule) (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Loss Contingency Accrual [Roll Forward] | ||
Current liabilities, beginning balance | $ 36,871 | $ 12,645 |
Expenses | 80,783 | 80,264 |
NPM Settlement adjustment | (595) | |
Change in MSA obligations capitalized as inventory | 1,813 | (275) |
Payments | (32,314) | (9,713) |
Interest on withholding | 95 | 19 |
Current liabilities, ending balance | 89,694 | 81,916 |
Noncurrent liabilities, beginning balance | 38,177 | 41,319 |
Expenses | 0 | 0 |
NPM Settlement adjustment | (5,703) | |
Payments | 0 | 0 |
Reclassification to/(from) non-current liabilities | 2,446 | (429) |
Interest on withholding | 1,076 | 1,048 |
Noncurrent liabilities, ending balance | 36,807 | 37,093 |
Payments due under Master Settlement Agreement | ||
Loss Contingency Accrual [Roll Forward] | ||
Current liabilities, beginning balance | 36,561 | 12,385 |
Expenses | 80,128 | 79,739 |
NPM Settlement adjustment | (595) | |
Change in MSA obligations capitalized as inventory | 1,813 | (275) |
Payments | (31,959) | (9,463) |
Interest on withholding | 0 | 0 |
Current liabilities, ending balance | 85,651 | 81,144 |
Noncurrent liabilities, beginning balance | 16,383 | 21,479 |
Expenses | 0 | 0 |
NPM Settlement adjustment | (5,703) | |
Payments | 0 | 0 |
Reclassification to/(from) non-current liabilities | (892) | (647) |
Interest on withholding | 0 | 0 |
Noncurrent liabilities, ending balance | 17,275 | 16,423 |
Litigation Accruals | ||
Loss Contingency Accrual [Roll Forward] | ||
Current liabilities, beginning balance | 310 | 260 |
Expenses | 655 | 525 |
NPM Settlement adjustment | 0 | |
Change in MSA obligations capitalized as inventory | 0 | 0 |
Payments | (355) | (250) |
Interest on withholding | 95 | 19 |
Current liabilities, ending balance | 4,043 | 772 |
Noncurrent liabilities, beginning balance | 21,794 | 19,840 |
Expenses | 0 | 0 |
NPM Settlement adjustment | 0 | |
Payments | 0 | 0 |
Reclassification to/(from) non-current liabilities | 3,338 | 218 |
Interest on withholding | 1,076 | 1,048 |
Noncurrent liabilities, ending balance | $ 19,532 | $ 20,670 |
Contingencies (Other Matters) (
Contingencies (Other Matters) (Details) $ in Thousands | Jun. 30, 2019USD ($) |
Liggett and Vector Tobacco | Bonds | Maximum | |
Loss Contingencies [Line Items] | |
Estimate of possible loss | $ 500 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Pension Benefits | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost — benefits earned during the period | $ 134 | $ 147 | $ 267 | $ 294 |
Interest cost on projected benefit obligation | 1,215 | 1,124 | 2,430 | 2,246 |
Expected return on assets | (1,219) | (1,393) | (2,437) | (2,786) |
Amortization of prior service cost | 0 | 0 | 0 | 0 |
Amortization of net loss (gain) | 501 | 451 | 1,002 | 903 |
Net expense | 631 | 329 | 1,262 | 657 |
Other Postretirement Benefits | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost — benefits earned during the period | 1 | 0 | 1 | 1 |
Interest cost on projected benefit obligation | 87 | 82 | 173 | 164 |
Expected return on assets | 0 | 0 | 0 | 0 |
Amortization of prior service cost | 1 | 0 | 2 | 0 |
Amortization of net loss (gain) | (10) | (10) | (54) | (20) |
Net expense | $ 79 | $ 72 | $ 122 | $ 145 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | ||||
Income before provision for income taxes | $ 56,766 | $ 31,756 | $ 78,548 | $ 37,368 |
Income tax expense using estimated annual effective income tax rate | 17,566 | 14,209 | 24,319 | 16,720 |
Changes in effective tax rates | (110) | 455 | 0 | 0 |
Change in estimate for the impact of Tax Cuts and Jobs Act of 2017 | 0 | (1,809) | 0 | (1,809) |
Impact of discrete items, net | 3 | (95) | (111) | (203) |
Income tax expense | $ 17,459 | $ 12,760 | $ 24,208 | $ 14,708 |
Investments and Fair Value Me_3
Investments and Fair Value Measurements (Fair Value Measurements) (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Assets: | ||
Investment securities available for sale | $ 135,100,000 | |
Equity securities at fair value that qualify for the NAV practical expedient | 53,175,000 | $ 54,628,000 |
Total | 431,262,000 | 683,605,000 |
Liabilities: | ||
Fair value of contingent liability | 6,195,000 | 6,304,000 |
Fair value of derivatives embedded within convertible debt | 17,287,000 | 31,424,000 |
Total | 23,482,000 | 37,728,000 |
Nonrecurring nonfinancial assets subject to fair value measurements | $ 0 | 0 |
5.5% Variable Interest Senior Convertible Debentures due 2020 | Variable Interest Senior Convertible Debt | ||
Liabilities: | ||
Interest rate | 5.50% | |
Marketable equity securities | ||
Assets: | ||
Investment securities available for sale | $ 24,257,000 | 26,010,000 |
Mutual funds invested in fixed-income securities | ||
Assets: | ||
Investment securities available for sale | 22,012,000 | 21,192,000 |
Equity Securities [Member] | ||
Assets: | ||
Investment securities available for sale | 46,269,000 | 47,202,000 |
U.S. Government securities | ||
Assets: | ||
Investment securities available for sale | 19,535,000 | |
Corporate securities | ||
Assets: | ||
Investment securities available for sale | 47,427,000 | |
U.S. mortgage-backed securities | ||
Assets: | ||
Investment securities available for sale | 8,623,000 | |
Commercial mortgage-backed securities | ||
Assets: | ||
Investment securities available for sale | 394,000 | |
Index-linked U.S. bonds | ||
Assets: | ||
Investment securities available for sale | 2,664,000 | |
Foreign fixed-income securities | ||
Assets: | ||
Investment securities available for sale | 1,162,000 | |
Total debt securities available for sale | ||
Assets: | ||
Investment securities available for sale | 88,831,000 | |
Money market funds | ||
Assets: | ||
Cash and cash equivalents | 196,671,000 | |
Commercial paper | ||
Assets: | ||
Cash and cash equivalents | 43,602,000 | |
Certificates of deposit | ||
Assets: | ||
Cash and cash equivalents | 2,179,000 | |
Money market funds securing legal bonds | ||
Assets: | ||
Cash and cash equivalents | 535,000 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets: | ||
Investment securities available for sale | 46,269,000 | |
Equity securities at fair value that qualify for the NAV practical expedient | 0 | 0 |
Total | 243,475,000 | 496,297,000 |
Liabilities: | ||
Fair value of contingent liability | 0 | 0 |
Fair value of derivatives embedded within convertible debt | 0 | 0 |
Total | 0 | 0 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Marketable equity securities | ||
Assets: | ||
Investment securities available for sale | 24,257,000 | 26,010,000 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Mutual funds invested in fixed-income securities | ||
Assets: | ||
Investment securities available for sale | 22,012,000 | 21,192,000 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Equity Securities [Member] | ||
Assets: | ||
Investment securities available for sale | 46,269,000 | 47,202,000 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | U.S. Government securities | ||
Assets: | ||
Investment securities available for sale | 0 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Corporate securities | ||
Assets: | ||
Investment securities available for sale | 0 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) | U.S. mortgage-backed securities | ||
Assets: | ||
Investment securities available for sale | 0 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Commercial mortgage-backed securities | ||
Assets: | ||
Investment securities available for sale | 0 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Commercial paper | ||
Assets: | ||
Investment securities available for sale | 0 | 0 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Index-linked U.S. bonds | ||
Assets: | ||
Investment securities available for sale | 0 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Foreign fixed-income securities | ||
Assets: | ||
Investment securities available for sale | 0 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Total debt securities available for sale | ||
Assets: | ||
Investment securities available for sale | 0 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Money market funds | ||
Assets: | ||
Cash and cash equivalents | 196,671,000 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Commercial paper | ||
Assets: | ||
Cash and cash equivalents | 0 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Certificates of deposit | ||
Assets: | ||
Cash and cash equivalents | 0 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Money market funds securing legal bonds | ||
Assets: | ||
Cash and cash equivalents | 535,000 | |
Significant Other Observable Inputs (Level 2) | ||
Assets: | ||
Investment securities available for sale | 88,831,000 | |
Equity securities at fair value that qualify for the NAV practical expedient | 0 | 0 |
Total | 134,612,000 | 132,680,000 |
Liabilities: | ||
Fair value of contingent liability | 0 | 0 |
Fair value of derivatives embedded within convertible debt | 0 | 0 |
Total | 0 | 0 |
Significant Other Observable Inputs (Level 2) | Marketable equity securities | ||
Assets: | ||
Investment securities available for sale | 0 | 0 |
Significant Other Observable Inputs (Level 2) | Mutual funds invested in fixed-income securities | ||
Assets: | ||
Investment securities available for sale | 0 | 0 |
Significant Other Observable Inputs (Level 2) | Equity Securities [Member] | ||
Assets: | ||
Investment securities available for sale | 0 | 0 |
Significant Other Observable Inputs (Level 2) | U.S. Government securities | ||
Assets: | ||
Investment securities available for sale | 19,535,000 | |
Significant Other Observable Inputs (Level 2) | Corporate securities | ||
Assets: | ||
Investment securities available for sale | 47,427,000 | |
Significant Other Observable Inputs (Level 2) | U.S. mortgage-backed securities | ||
Assets: | ||
Investment securities available for sale | 8,623,000 | |
Significant Other Observable Inputs (Level 2) | Commercial mortgage-backed securities | ||
Assets: | ||
Investment securities available for sale | 394,000 | |
Significant Other Observable Inputs (Level 2) | Commercial paper | ||
Assets: | ||
Investment securities available for sale | 9,026,000 | 5,870,000 |
Significant Other Observable Inputs (Level 2) | Index-linked U.S. bonds | ||
Assets: | ||
Investment securities available for sale | 2,664,000 | |
Significant Other Observable Inputs (Level 2) | Foreign fixed-income securities | ||
Assets: | ||
Investment securities available for sale | 1,162,000 | |
Significant Other Observable Inputs (Level 2) | Total debt securities available for sale | ||
Assets: | ||
Investment securities available for sale | 88,831,000 | |
Significant Other Observable Inputs (Level 2) | Money market funds | ||
Assets: | ||
Cash and cash equivalents | 0 | |
Significant Other Observable Inputs (Level 2) | Commercial paper | ||
Assets: | ||
Cash and cash equivalents | 43,602,000 | |
Significant Other Observable Inputs (Level 2) | Certificates of deposit | ||
Assets: | ||
Cash and cash equivalents | 2,179,000 | |
Significant Other Observable Inputs (Level 2) | Money market funds securing legal bonds | ||
Assets: | ||
Cash and cash equivalents | 0 | |
Significant Unobservable Inputs (Level 3) | ||
Assets: | ||
Investment securities available for sale | 0 | |
Equity securities at fair value that qualify for the NAV practical expedient | 0 | 0 |
Total | 0 | 0 |
Liabilities: | ||
Fair value of contingent liability | 6,195,000 | 6,304,000 |
Fair value of derivatives embedded within convertible debt | 17,287,000 | 31,424,000 |
Total | 23,482,000 | 37,728,000 |
Significant Unobservable Inputs (Level 3) | Marketable equity securities | ||
Assets: | ||
Investment securities available for sale | 0 | 0 |
Significant Unobservable Inputs (Level 3) | Mutual funds invested in fixed-income securities | ||
Assets: | ||
Investment securities available for sale | 0 | 0 |
Significant Unobservable Inputs (Level 3) | Equity Securities [Member] | ||
Assets: | ||
Investment securities available for sale | 0 | 0 |
Significant Unobservable Inputs (Level 3) | U.S. Government securities | ||
Assets: | ||
Investment securities available for sale | 0 | |
Significant Unobservable Inputs (Level 3) | Corporate securities | ||
Assets: | ||
Investment securities available for sale | 0 | |
Significant Unobservable Inputs (Level 3) | U.S. mortgage-backed securities | ||
Assets: | ||
Investment securities available for sale | 0 | |
Significant Unobservable Inputs (Level 3) | Commercial mortgage-backed securities | ||
Assets: | ||
Investment securities available for sale | 0 | |
Significant Unobservable Inputs (Level 3) | Commercial paper | ||
Assets: | ||
Investment securities available for sale | 0 | 0 |
Significant Unobservable Inputs (Level 3) | Index-linked U.S. bonds | ||
Assets: | ||
Investment securities available for sale | 0 | |
Significant Unobservable Inputs (Level 3) | Foreign fixed-income securities | ||
Assets: | ||
Investment securities available for sale | 0 | |
Significant Unobservable Inputs (Level 3) | Total debt securities available for sale | ||
Assets: | ||
Investment securities available for sale | 0 | |
Significant Unobservable Inputs (Level 3) | Money market funds | ||
Assets: | ||
Cash and cash equivalents | 0 | |
Significant Unobservable Inputs (Level 3) | Commercial paper | ||
Assets: | ||
Cash and cash equivalents | 0 | |
Significant Unobservable Inputs (Level 3) | Certificates of deposit | ||
Assets: | ||
Cash and cash equivalents | 0 | |
Significant Unobservable Inputs (Level 3) | Money market funds securing legal bonds | ||
Assets: | ||
Cash and cash equivalents | 0 | |
Fair Value, Measurements, Recurring | ||
Assets: | ||
Investment securities available for sale | 131,569,000 | |
Fair Value, Measurements, Recurring | U.S. Government securities | ||
Assets: | ||
Investment securities available for sale | 28,514,000 | |
Fair Value, Measurements, Recurring | Corporate securities | ||
Assets: | ||
Investment securities available for sale | 41,733,000 | |
Fair Value, Measurements, Recurring | U.S. mortgage-backed securities | ||
Assets: | ||
Investment securities available for sale | 4,369,000 | |
Fair Value, Measurements, Recurring | Commercial mortgage-backed securities | ||
Assets: | ||
Investment securities available for sale | 401,000 | |
Fair Value, Measurements, Recurring | Commercial paper | ||
Assets: | ||
Investment securities available for sale | 9,026,000 | 5,870,000 |
Fair Value, Measurements, Recurring | Index-linked U.S. bonds | ||
Assets: | ||
Investment securities available for sale | 2,330,000 | |
Fair Value, Measurements, Recurring | Foreign fixed-income securities | ||
Assets: | ||
Investment securities available for sale | 1,150,000 | |
Fair Value, Measurements, Recurring | Total debt securities available for sale | ||
Assets: | ||
Investment securities available for sale | 84,367,000 | |
Fair Value, Measurements, Recurring | Money market funds | ||
Assets: | ||
Cash and cash equivalents | 448,560,000 | |
Fair Value, Measurements, Recurring | Commercial paper | ||
Assets: | ||
Cash and cash equivalents | 46,062,000 | |
Fair Value, Measurements, Recurring | Commercial paper | Current Restricted Assets | ||
Assets: | ||
Cash and cash equivalents | 5,086,000 | 2,570,000 |
Fair Value, Measurements, Recurring | Commercial paper | Restricted Assets | ||
Assets: | ||
Cash and cash equivalents | $ 3,910,000 | 3,910,000 |
Fair Value, Measurements, Recurring | Certificates of deposit | ||
Assets: | ||
Cash and cash equivalents | 2,251,000 | |
Fair Value, Measurements, Recurring | Money market funds securing legal bonds | ||
Assets: | ||
Cash and cash equivalents | 535,000 | |
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets: | ||
Investment securities available for sale | 47,202,000 | |
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | U.S. Government securities | ||
Assets: | ||
Investment securities available for sale | 0 | |
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | Corporate securities | ||
Assets: | ||
Investment securities available for sale | 0 | |
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | U.S. mortgage-backed securities | ||
Assets: | ||
Investment securities available for sale | 0 | |
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | Commercial mortgage-backed securities | ||
Assets: | ||
Investment securities available for sale | 0 | |
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | Index-linked U.S. bonds | ||
Assets: | ||
Investment securities available for sale | 0 | |
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | Foreign fixed-income securities | ||
Assets: | ||
Investment securities available for sale | 0 | |
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | Total debt securities available for sale | ||
Assets: | ||
Investment securities available for sale | 0 | |
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | Money market funds | ||
Assets: | ||
Cash and cash equivalents | 448,560,000 | |
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | Commercial paper | ||
Assets: | ||
Cash and cash equivalents | 0 | |
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | Certificates of deposit | ||
Assets: | ||
Cash and cash equivalents | 0 | |
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | Money market funds securing legal bonds | ||
Assets: | ||
Cash and cash equivalents | 535,000 | |
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | ||
Assets: | ||
Investment securities available for sale | 84,367,000 | |
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | U.S. Government securities | ||
Assets: | ||
Investment securities available for sale | 28,514,000 | |
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | Corporate securities | ||
Assets: | ||
Investment securities available for sale | 41,733,000 | |
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | U.S. mortgage-backed securities | ||
Assets: | ||
Investment securities available for sale | 4,369,000 | |
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | Commercial mortgage-backed securities | ||
Assets: | ||
Investment securities available for sale | 401,000 | |
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | Index-linked U.S. bonds | ||
Assets: | ||
Investment securities available for sale | 2,330,000 | |
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | Foreign fixed-income securities | ||
Assets: | ||
Investment securities available for sale | 1,150,000 | |
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | Total debt securities available for sale | ||
Assets: | ||
Investment securities available for sale | 84,367,000 | |
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | Money market funds | ||
Assets: | ||
Cash and cash equivalents | 0 | |
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | Commercial paper | ||
Assets: | ||
Cash and cash equivalents | 46,062,000 | |
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | Certificates of deposit | ||
Assets: | ||
Cash and cash equivalents | 2,251,000 | |
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | Money market funds securing legal bonds | ||
Assets: | ||
Cash and cash equivalents | 0 | |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | ||
Assets: | ||
Investment securities available for sale | 0 | |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | U.S. Government securities | ||
Assets: | ||
Investment securities available for sale | 0 | |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | Corporate securities | ||
Assets: | ||
Investment securities available for sale | 0 | |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | U.S. mortgage-backed securities | ||
Assets: | ||
Investment securities available for sale | 0 | |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | Commercial mortgage-backed securities | ||
Assets: | ||
Investment securities available for sale | 0 | |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | Index-linked U.S. bonds | ||
Assets: | ||
Investment securities available for sale | 0 | |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | Foreign fixed-income securities | ||
Assets: | ||
Investment securities available for sale | 0 | |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | Total debt securities available for sale | ||
Assets: | ||
Investment securities available for sale | 0 | |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | Money market funds | ||
Assets: | ||
Cash and cash equivalents | 0 | |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | Commercial paper | ||
Assets: | ||
Cash and cash equivalents | 0 | |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | Certificates of deposit | ||
Assets: | ||
Cash and cash equivalents | 0 | |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | Money market funds securing legal bonds | ||
Assets: | ||
Cash and cash equivalents | $ 0 | |
Douglas Elliman [Member] | ||
Liabilities: | ||
Percent of voting interest acquired | 29.41% |
Investments and Fair Value Me_4
Investments and Fair Value Measurements (Quantitative Information about Level 3 Fair Value Measurements) (Details) $ in Thousands | Jun. 30, 2019USD ($)$ / shares | Dec. 31, 2018USD ($)$ / shares |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value of derivatives embedded within convertible debt | $ 0 | $ 24,789 |
Fair value of contingent liability | 6,195 | 6,304 |
Significant Unobservable Inputs (Level 3) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value of contingent liability | 6,195 | 6,304 |
Estimated fair value of the Douglas Elliman reporting unit | 320,000 | 320,000 |
Discounted cash flow | Significant Unobservable Inputs (Level 3) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value of derivatives embedded within convertible debt | $ 17,287 | $ 31,424 |
Discounted cash flow | Significant Unobservable Inputs (Level 3) | Assumed annual stock dividend | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value of derivatives embedded within convertible debt, measurement input | 0.05 | 0.05 |
Discounted cash flow | Significant Unobservable Inputs (Level 3) | Assumed annual cash dividend | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value of derivatives embedded within convertible debt, measurement input | $ / shares | 1.60 | 1.60 |
Discounted cash flow | Significant Unobservable Inputs (Level 3) | Stock price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value of derivatives embedded within convertible debt, measurement input | $ / shares | 9.75 | 9.73 |
Discounted cash flow | Significant Unobservable Inputs (Level 3) | Convertible trading price (as a percentage of par value) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value of derivatives embedded within convertible debt, measurement input | 1.0306 | 1.0031 |
Discounted cash flow | Significant Unobservable Inputs (Level 3) | Volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value of derivatives embedded within convertible debt, measurement input | 0.3311 | 0.2039 |
Discounted cash flow | Significant Unobservable Inputs (Level 3) | Implied credit spread | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value of derivatives embedded within convertible debt, measurement input | 0.0625 | 0.085 |
Discounted cash flow | Significant Unobservable Inputs (Level 3) | Implied credit spread | Minimum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value of derivatives embedded within convertible debt, measurement input | 0.0525 | 0.080 |
Discounted cash flow | Significant Unobservable Inputs (Level 3) | Implied credit spread | Maximum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value of derivatives embedded within convertible debt, measurement input | 0.0725 | 0.090 |
Monte Carlo Simulation Model [Member] | Significant Unobservable Inputs (Level 3) | Risk-free rate for a 4-year term | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value of contingent liability, measurement input | 0.0171 | 0.0245 |
Monte Carlo Simulation Model [Member] | Significant Unobservable Inputs (Level 3) | Leverage-adjusted equity volatility of peer firms | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value of contingent liability, measurement input | 0.2624 | 0.3022 |
Segment Information (Details)
Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | ||
Segment Reporting Information [Line Items] | |||||
Total revenues | $ 538,432 | $ 481,488 | $ 959,356 | $ 910,454 | |
Operating income (loss) | 76,244 | 61,861 | 118,834 | 109,945 | |
Equity in earnings (losses) from real estate ventures | 6,391 | (2,112) | 3,952 | (8,672) | |
Depreciation and amortization | 4,224 | 4,749 | 8,932 | 9,336 | |
Capital expenditures | 6,320 | 8,616 | |||
Litigation judgment expense | 655 | 525 | 655 | (1,944) | |
Corporate and Other | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | 0 | 0 | 0 | 0 | |
Operating income (loss) | (6,860) | (6,521) | (14,005) | (13,088) | |
Equity in earnings (losses) from real estate ventures | 0 | 0 | 0 | 0 | |
Depreciation and amortization | 250 | 256 | 500 | 517 | |
Capital expenditures | 0 | 15 | |||
Tobacco | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | [1] | 294,501 | 274,833 | 551,257 | 541,949 |
Litigation settlement income | (2,808) | (6,298) | |||
Litigation judgment expense | 525 | 525 | |||
Tobacco | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | 274,833 | 541,949 | |||
Operating income (loss) | 68,651 | 62,515 | 128,795 | 125,926 | |
Equity in earnings (losses) from real estate ventures | 0 | 0 | 0 | 0 | |
Depreciation and amortization | 1,950 | 2,075 | 3,907 | 4,112 | |
Capital expenditures | 2,753 | 2,072 | |||
Real estate | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | 243,931 | 206,655 | 408,099 | 368,505 | |
Litigation settlement income | (2,469) | ||||
Litigation judgment expense | 655 | 655 | |||
Real estate | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | 243,931 | 206,655 | 408,099 | 368,505 | |
Operating income (loss) | 14,453 | 5,867 | 4,044 | (2,893) | |
Equity in earnings (losses) from real estate ventures | 6,391 | (2,112) | 3,952 | (8,672) | |
Depreciation and amortization | $ 2,024 | $ 2,418 | 4,525 | 4,707 | |
Capital expenditures | $ 3,567 | $ 6,529 | |||
[1] | Revenues and cost of sales include federal excise taxes of $119,943 , $115,970 , $224,576 , and $228,771 , respectively. |
Condensed Consolidating Finan_3
Condensed Consolidating Financial Information (Balance Sheets) (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||||||
Cash and cash equivalents | $ 323,861 | $ 584,581 | ||||
Investment securities at fair value | 135,100 | 131,569 | ||||
Accounts receivable - trade, net | 44,347 | 34,246 | ||||
Intercompany receivables | 0 | 0 | ||||
Inventories | 96,934 | 90,997 | ||||
Income taxes receivable, net | 0 | 0 | ||||
Other current assets | 38,251 | 30,828 | ||||
Total current assets | 638,493 | 872,221 | ||||
Property, plant and equipment, net | 84,262 | 86,736 | ||||
Investments in real estate, net | 27,212 | 26,220 | ||||
Long-term investments (of which $53,175 and $54,628 were carried at fair value) | 63,814 | 66,259 | ||||
Investments in real estate ventures | 144,766 | 141,105 | ||||
Operating lease right of use assets | 135,134 | |||||
Investments in consolidated subsidiaries | 0 | 0 | ||||
Goodwill and other intangible assets, net | 266,082 | 266,611 | ||||
Other assets | 95,397 | 90,352 | ||||
Total assets | 1,455,160 | 1,549,504 | ||||
Current liabilities: | ||||||
Current portion of notes payable and long-term debt | 250,659 | 256,134 | ||||
Current portion of fair value of derivatives embedded within convertible debt | 17,287 | 6,635 | ||||
Current portion of employee benefits | 0 | |||||
Intercompany payables | 0 | 0 | ||||
Income taxes payable, net | 8,345 | 5,252 | ||||
Litigation accruals and current payments due under the Master Settlement Agreement | 85,651 | 36,561 | ||||
Current operating lease liability | 20,339 | |||||
Other current liabilities | 175,786 | 180,338 | ||||
Total current liabilities | 558,067 | 484,920 | ||||
Notes payable, long-term debt and other obligations, less current portion | 1,180,151 | 1,386,697 | ||||
Fair value of derivatives embedded within convertible debt | 0 | 24,789 | ||||
Non-current employee benefits | 62,101 | 61,288 | ||||
Deferred income taxes, net | 41,465 | 37,411 | ||||
Non-current operating lease liability | 139,729 | |||||
Other liabilities, primarily litigation accruals and payments due under the Master Settlement Agreement | 80,343 | 101,765 | ||||
Total liabilities | 2,061,856 | 2,096,870 | ||||
Commitments and contingencies | ||||||
Total Vector Group Ltd. stockholders' deficiency | (607,184) | (548,059) | ||||
Non-controlling interest | 488 | 693 | ||||
Total stockholders' deficiency | (606,696) | $ (590,101) | (547,366) | $ (428,719) | $ (394,219) | $ (331,760) |
Total liabilities and stockholders' deficiency | 1,455,160 | 1,549,504 | ||||
Consolidating Adjustments | ||||||
Current assets: | ||||||
Cash and cash equivalents | 0 | 0 | ||||
Investment securities at fair value | 0 | 0 | ||||
Accounts receivable - trade, net | 0 | 0 | ||||
Intercompany receivables | (41,312) | (38,391) | ||||
Inventories | 0 | 0 | ||||
Income taxes receivable, net | (387) | (1,268) | ||||
Other current assets | 0 | 0 | ||||
Total current assets | (41,699) | (39,659) | ||||
Property, plant and equipment, net | 0 | 0 | ||||
Investments in real estate, net | 0 | 0 | ||||
Long-term investments (of which $53,175 and $54,628 were carried at fair value) | 0 | 0 | ||||
Investments in real estate ventures | 0 | 0 | ||||
Operating lease right of use assets | 0 | |||||
Investments in consolidated subsidiaries | (675,111) | (683,401) | ||||
Goodwill and other intangible assets, net | 0 | 0 | ||||
Other assets | 0 | 0 | ||||
Total assets | (716,810) | (723,060) | ||||
Current liabilities: | ||||||
Current portion of notes payable and long-term debt | (5,000) | 0 | ||||
Current portion of fair value of derivatives embedded within convertible debt | 0 | 0 | ||||
Current portion of employee benefits | 0 | |||||
Intercompany payables | (41,312) | (38,391) | ||||
Income taxes payable, net | (387) | (1,268) | ||||
Litigation accruals and current payments due under the Master Settlement Agreement | 0 | 0 | ||||
Current operating lease liability | 0 | |||||
Other current liabilities | (448) | 0 | ||||
Total current liabilities | (47,147) | (39,659) | ||||
Notes payable, long-term debt and other obligations, less current portion | (25,000) | 0 | ||||
Fair value of derivatives embedded within convertible debt | 0 | |||||
Non-current employee benefits | 0 | 0 | ||||
Deferred income taxes, net | 0 | 0 | ||||
Non-current operating lease liability | 0 | |||||
Other liabilities, primarily litigation accruals and payments due under the Master Settlement Agreement | 0 | 0 | ||||
Total liabilities | (72,147) | (39,659) | ||||
Commitments and contingencies | ||||||
Total Vector Group Ltd. stockholders' deficiency | (644,663) | (683,401) | ||||
Non-controlling interest | 0 | 0 | ||||
Total stockholders' deficiency | (644,663) | (683,401) | ||||
Total liabilities and stockholders' deficiency | (716,810) | (723,060) | ||||
Parent/Issuer | Reportable Legal Entities | ||||||
Current assets: | ||||||
Cash and cash equivalents | 174,786 | 474,880 | ||||
Investment securities at fair value | 135,100 | 131,569 | ||||
Accounts receivable - trade, net | 0 | 0 | ||||
Intercompany receivables | 41,312 | 38,391 | ||||
Inventories | 0 | 0 | ||||
Income taxes receivable, net | 0 | 0 | ||||
Other current assets | 4,788 | 1,500 | ||||
Total current assets | 355,986 | 646,340 | ||||
Property, plant and equipment, net | 404 | 506 | ||||
Investments in real estate, net | 0 | 0 | ||||
Long-term investments (of which $53,175 and $54,628 were carried at fair value) | 63,814 | 66,259 | ||||
Investments in real estate ventures | 0 | 0 | ||||
Operating lease right of use assets | 7,623 | |||||
Investments in consolidated subsidiaries | 429,782 | 431,288 | ||||
Goodwill and other intangible assets, net | 0 | 0 | ||||
Other assets | 15,016 | 14,616 | ||||
Total assets | 872,625 | 1,159,009 | ||||
Current liabilities: | ||||||
Current portion of notes payable and long-term debt | 211,712 | 226,343 | ||||
Current portion of fair value of derivatives embedded within convertible debt | 17,287 | 6,635 | ||||
Current portion of employee benefits | 0 | |||||
Intercompany payables | 0 | 0 | ||||
Income taxes payable, net | 6,008 | 5,257 | ||||
Litigation accruals and current payments due under the Master Settlement Agreement | 0 | 0 | ||||
Current operating lease liability | 1,020 | |||||
Other current liabilities | 46,463 | 55,915 | ||||
Total current liabilities | 282,490 | 294,150 | ||||
Notes payable, long-term debt and other obligations, less current portion | 1,155,001 | 1,354,219 | ||||
Fair value of derivatives embedded within convertible debt | 24,789 | |||||
Non-current employee benefits | 46,621 | 45,615 | ||||
Deferred income taxes, net | (12,241) | (13,084) | ||||
Non-current operating lease liability | 7,541 | |||||
Other liabilities, primarily litigation accruals and payments due under the Master Settlement Agreement | 397 | 1,379 | ||||
Total liabilities | 1,479,809 | 1,707,068 | ||||
Commitments and contingencies | ||||||
Total Vector Group Ltd. stockholders' deficiency | (607,184) | (548,059) | ||||
Non-controlling interest | 0 | 0 | ||||
Total stockholders' deficiency | (607,184) | (548,059) | ||||
Total liabilities and stockholders' deficiency | 872,625 | 1,159,009 | ||||
Subsidiary Guarantors | Reportable Legal Entities | ||||||
Current assets: | ||||||
Cash and cash equivalents | 69,154 | 23,308 | ||||
Investment securities at fair value | 0 | 0 | ||||
Accounts receivable - trade, net | 13,616 | 15,440 | ||||
Intercompany receivables | 0 | 0 | ||||
Inventories | 96,934 | 90,997 | ||||
Income taxes receivable, net | 0 | 0 | ||||
Other current assets | 6,532 | 7,599 | ||||
Total current assets | 186,236 | 137,344 | ||||
Property, plant and equipment, net | 36,799 | 38,562 | ||||
Investments in real estate, net | 0 | 0 | ||||
Long-term investments (of which $53,175 and $54,628 were carried at fair value) | 0 | 0 | ||||
Investments in real estate ventures | 0 | 0 | ||||
Operating lease right of use assets | 5,215 | |||||
Investments in consolidated subsidiaries | 245,329 | 252,113 | ||||
Goodwill and other intangible assets, net | 107,511 | 107,511 | ||||
Other assets | 38,966 | 38,154 | ||||
Total assets | 620,056 | 573,684 | ||||
Current liabilities: | ||||||
Current portion of notes payable and long-term debt | 38,690 | 29,480 | ||||
Current portion of fair value of derivatives embedded within convertible debt | 0 | 0 | ||||
Current portion of employee benefits | 0 | |||||
Intercompany payables | 197 | 479 | ||||
Income taxes payable, net | 2,724 | 1,263 | ||||
Litigation accruals and current payments due under the Master Settlement Agreement | 85,651 | 36,561 | ||||
Current operating lease liability | 1,918 | |||||
Other current liabilities | 64,050 | 73,279 | ||||
Total current liabilities | 193,230 | 141,062 | ||||
Notes payable, long-term debt and other obligations, less current portion | 25,143 | 2,349 | ||||
Fair value of derivatives embedded within convertible debt | 0 | |||||
Non-current employee benefits | 15,480 | 15,673 | ||||
Deferred income taxes, net | 20,507 | 17,732 | ||||
Non-current operating lease liability | 3,901 | |||||
Other liabilities, primarily litigation accruals and payments due under the Master Settlement Agreement | 36,806 | 38,179 | ||||
Total liabilities | 295,067 | 214,995 | ||||
Commitments and contingencies | ||||||
Total Vector Group Ltd. stockholders' deficiency | 324,989 | 358,689 | ||||
Non-controlling interest | 0 | 0 | ||||
Total stockholders' deficiency | 324,989 | 358,689 | ||||
Total liabilities and stockholders' deficiency | 620,056 | 573,684 | ||||
Subsidiary Non-Guarantors | Reportable Legal Entities | ||||||
Current assets: | ||||||
Cash and cash equivalents | 79,921 | 86,393 | ||||
Investment securities at fair value | 0 | 0 | ||||
Accounts receivable - trade, net | 30,731 | 18,806 | ||||
Intercompany receivables | 0 | 0 | ||||
Inventories | 0 | 0 | ||||
Income taxes receivable, net | 387 | 1,268 | ||||
Other current assets | 26,931 | 21,729 | ||||
Total current assets | 137,970 | 128,196 | ||||
Property, plant and equipment, net | 47,059 | 47,668 | ||||
Investments in real estate, net | 27,212 | 26,220 | ||||
Long-term investments (of which $53,175 and $54,628 were carried at fair value) | 0 | 0 | ||||
Investments in real estate ventures | 144,766 | 141,105 | ||||
Operating lease right of use assets | 122,296 | |||||
Investments in consolidated subsidiaries | 0 | 0 | ||||
Goodwill and other intangible assets, net | 158,571 | 159,100 | ||||
Other assets | 41,415 | 37,582 | ||||
Total assets | 679,289 | 539,871 | ||||
Current liabilities: | ||||||
Current portion of notes payable and long-term debt | 5,257 | 311 | ||||
Current portion of fair value of derivatives embedded within convertible debt | 0 | 0 | ||||
Current portion of employee benefits | 0 | |||||
Intercompany payables | 41,115 | 37,912 | ||||
Income taxes payable, net | 0 | 0 | ||||
Litigation accruals and current payments due under the Master Settlement Agreement | 0 | 0 | ||||
Current operating lease liability | 17,401 | |||||
Other current liabilities | 65,721 | 51,144 | ||||
Total current liabilities | 129,494 | 89,367 | ||||
Notes payable, long-term debt and other obligations, less current portion | 25,007 | 30,129 | ||||
Fair value of derivatives embedded within convertible debt | 0 | |||||
Non-current employee benefits | 0 | 0 | ||||
Deferred income taxes, net | 33,199 | 32,763 | ||||
Non-current operating lease liability | 128,287 | |||||
Other liabilities, primarily litigation accruals and payments due under the Master Settlement Agreement | 43,140 | 62,207 | ||||
Total liabilities | 359,127 | 214,466 | ||||
Commitments and contingencies | ||||||
Total Vector Group Ltd. stockholders' deficiency | 319,674 | 324,712 | ||||
Non-controlling interest | 488 | 693 | ||||
Total stockholders' deficiency | 320,162 | 325,405 | ||||
Total liabilities and stockholders' deficiency | $ 679,289 | $ 539,871 |
Condensed Consolidating Finan_4
Condensed Consolidating Financial Information (Statements of Operations) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Condensed Financial Statements, Captions [Line Items] | ||||
Revenues | $ 538,432 | $ 481,488 | $ 959,356 | $ 910,454 |
Expenses: | ||||
Cost of sales | 368,174 | 332,766 | 654,194 | 627,041 |
Operating, selling, administrative and general expenses | 93,359 | 86,336 | 185,673 | 175,412 |
Litigation settlement and judgment expense | 655 | 525 | 655 | (1,944) |
Management fee expense | 0 | 0 | 0 | 0 |
Operating income | 76,244 | 61,861 | 118,834 | 109,945 |
Other income (expenses): | ||||
Interest expense | (32,753) | (48,421) | (70,273) | (94,368) |
Change in fair value of derivatives embedded within convertible debt | 3,788 | 10,717 | 14,137 | 21,284 |
Equity in earnings (losses) from real estate ventures | 6,391 | (2,112) | 3,952 | (8,672) |
Equity in earnings in consolidated subsidiaries | 0 | 0 | 0 | 0 |
Management fee income | 0 | 0 | 0 | 0 |
Other, net | 3,096 | 9,711 | 11,898 | 9,179 |
Income before provision for income taxes | 56,766 | 31,756 | 78,548 | 37,368 |
Income tax benefit (expense) | (17,459) | (12,760) | (24,208) | (14,708) |
Net income | 39,307 | 18,996 | 54,340 | 22,660 |
Net (income) loss attributed to non-controlling interest | 0 | (1,178) | (80) | 2,369 |
Net income attributed to Vector Group Ltd. | 39,307 | 17,818 | 54,260 | 25,029 |
Comprehensive loss (income) attributed to non-controlling interest | 0 | (1,178) | (80) | 2,369 |
Comprehensive income attributed to Vector Group Ltd. | 39,912 | 18,137 | 55,446 | 25,598 |
Consolidating Adjustments | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Revenues | (120) | (120) | (239) | (239) |
Expenses: | ||||
Cost of sales | 0 | 0 | 0 | 0 |
Operating, selling, administrative and general expenses | (120) | (120) | (239) | (239) |
Litigation settlement and judgment expense | 0 | 0 | 0 | 0 |
Management fee expense | (2,992) | (2,877) | (5,985) | (5,754) |
Operating income | 2,992 | 2,877 | 5,985 | 5,754 |
Other income (expenses): | ||||
Interest expense | 224 | 0 | 448 | 0 |
Change in fair value of derivatives embedded within convertible debt | 0 | 0 | 0 | 0 |
Equity in earnings (losses) from real estate ventures | 0 | 0 | 0 | 0 |
Equity in earnings in consolidated subsidiaries | (81,301) | (52,092) | (106,152) | (86,513) |
Management fee income | (2,992) | (2,877) | (5,985) | (5,754) |
Other, net | 0 | 0 | 0 | 0 |
Income before provision for income taxes | (81,077) | (52,092) | (105,704) | (86,513) |
Income tax benefit (expense) | 0 | 0 | 0 | 0 |
Net income | (81,077) | (52,092) | (105,704) | (86,513) |
Net (income) loss attributed to non-controlling interest | 0 | 0 | 0 | 0 |
Net income attributed to Vector Group Ltd. | (81,077) | (52,092) | (105,704) | (86,513) |
Comprehensive loss (income) attributed to non-controlling interest | 0 | 0 | 0 | 0 |
Comprehensive income attributed to Vector Group Ltd. | (81,311) | (52,238) | (106,173) | (86,797) |
Parent/Issuer | Reportable Legal Entities | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Expenses: | ||||
Cost of sales | 0 | 0 | 0 | 0 |
Operating, selling, administrative and general expenses | 9,515 | 8,320 | 19,346 | 17,416 |
Litigation settlement and judgment expense | 0 | 0 | 0 | 0 |
Management fee expense | 0 | 0 | 0 | 0 |
Operating income | (9,515) | (8,320) | (19,346) | (17,416) |
Other income (expenses): | ||||
Interest expense | (31,706) | (47,738) | (68,254) | (92,969) |
Change in fair value of derivatives embedded within convertible debt | 3,788 | 10,717 | 14,137 | 21,284 |
Equity in earnings (losses) from real estate ventures | 0 | 0 | 0 | 0 |
Equity in earnings in consolidated subsidiaries | 66,163 | 52,092 | 101,428 | 86,513 |
Management fee income | 2,992 | 2,877 | 5,985 | 5,754 |
Other, net | 2,017 | 6,065 | 9,962 | 8,820 |
Income before provision for income taxes | 33,739 | 15,693 | 43,912 | 11,986 |
Income tax benefit (expense) | 5,568 | 2,125 | 10,348 | 13,043 |
Net income | 39,307 | 17,818 | 54,260 | 25,029 |
Net (income) loss attributed to non-controlling interest | 0 | 0 | 0 | 0 |
Net income attributed to Vector Group Ltd. | 39,307 | 17,818 | 54,260 | 25,029 |
Comprehensive loss (income) attributed to non-controlling interest | 0 | 0 | 0 | 0 |
Comprehensive income attributed to Vector Group Ltd. | 39,912 | 18,137 | 55,446 | 25,598 |
Subsidiary Guarantors | Reportable Legal Entities | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Revenues | 294,621 | 274,953 | 551,496 | 542,188 |
Expenses: | ||||
Cost of sales | 204,461 | 192,761 | 381,764 | 377,723 |
Operating, selling, administrative and general expenses | 18,167 | 16,570 | 34,858 | 32,845 |
Litigation settlement and judgment expense | 655 | 525 | 655 | 525 |
Management fee expense | 2,992 | 2,877 | 5,985 | 5,754 |
Operating income | 68,346 | 62,220 | 128,234 | 125,341 |
Other income (expenses): | ||||
Interest expense | (1,043) | (676) | (2,010) | (1,343) |
Change in fair value of derivatives embedded within convertible debt | 0 | 0 | 0 | 0 |
Equity in earnings (losses) from real estate ventures | 0 | 0 | 0 | 0 |
Equity in earnings in consolidated subsidiaries | 15,138 | 0 | 4,724 | |
Management fee income | 0 | 0 | 0 | 0 |
Other, net | 447 | 3,310 | 600 | (319) |
Income before provision for income taxes | 82,888 | 64,854 | 131,548 | 123,679 |
Income tax benefit (expense) | (17,118) | (15,688) | (32,066) | (31,548) |
Net income | 65,770 | 49,166 | 99,482 | 92,131 |
Net (income) loss attributed to non-controlling interest | 0 | 0 | 0 | 0 |
Net income attributed to Vector Group Ltd. | 65,770 | 49,166 | 99,482 | 92,131 |
Comprehensive loss (income) attributed to non-controlling interest | 0 | 0 | 0 | 0 |
Comprehensive income attributed to Vector Group Ltd. | 66,004 | 49,312 | 99,951 | 92,415 |
Subsidiary Non-Guarantors | Reportable Legal Entities | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Revenues | 243,931 | 206,655 | 408,099 | 368,505 |
Expenses: | ||||
Cost of sales | 163,713 | 140,005 | 272,430 | 249,318 |
Operating, selling, administrative and general expenses | 65,797 | 61,566 | 131,708 | 125,390 |
Litigation settlement and judgment expense | 0 | 0 | 0 | (2,469) |
Management fee expense | 0 | 0 | 0 | 0 |
Operating income | 14,421 | 5,084 | 3,961 | (3,734) |
Other income (expenses): | ||||
Interest expense | (228) | (7) | (457) | (56) |
Change in fair value of derivatives embedded within convertible debt | 0 | 0 | 0 | 0 |
Equity in earnings (losses) from real estate ventures | 6,391 | (2,112) | 3,952 | (8,672) |
Equity in earnings in consolidated subsidiaries | 0 | 0 | 0 | 0 |
Management fee income | 0 | 0 | 0 | 0 |
Other, net | 632 | 336 | 1,336 | 678 |
Income before provision for income taxes | 21,216 | 3,301 | 8,792 | (11,784) |
Income tax benefit (expense) | (5,909) | 803 | (2,490) | 3,797 |
Net income | 15,307 | 4,104 | 6,302 | (7,987) |
Net (income) loss attributed to non-controlling interest | 0 | (1,178) | (80) | 2,369 |
Net income attributed to Vector Group Ltd. | 15,307 | 2,926 | 6,222 | (5,618) |
Comprehensive loss (income) attributed to non-controlling interest | 0 | (1,178) | (80) | 2,369 |
Comprehensive income attributed to Vector Group Ltd. | $ 15,307 | $ 2,926 | $ 6,222 | $ (5,618) |
Condensed Consolidating Finan_5
Condensed Consolidating Financial Information (Statements of Cash Flows) (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Condensed Financial Statements, Captions [Line Items] | ||
Net cash provided by operating activities | $ 98,102 | $ 122,426 |
Cash flows from investing activities: | ||
Sale of investment securities | 12,942 | 2,647 |
Maturities of investment securities | 28,610 | 10,598 |
Purchase of investment securities | (44,222) | (12,402) |
Investments in real estate ventures | (21,908) | (4,343) |
Acquisition of a business | (668) | (403) |
Distributions from investments in real estate ventures | 23,200 | 27,134 |
Increase in cash surrender value of life insurance policies | (789) | (809) |
Decrease in restricted assets | 668 | 262 |
Investments in subsidiaries | 0 | 0 |
Proceeds from sale of fixed assets | 8 | 0 |
Capital expenditures | (6,320) | (8,616) |
Repayments of notes receivable | 0 | 32 |
Pay downs of investment securities | 545 | 928 |
Investments in real estate, net | (1,153) | (1,009) |
Net cash (used in) provided by investing activities | (9,087) | 14,019 |
Cash flows from financing activities: | ||
Deferred financing costs | (33) | 0 |
Repayments of debt | (230,771) | (987) |
Borrowings under revolver | 172,224 | 134,310 |
Repayments on revolver | (169,727) | (137,877) |
Capital contributions received | 0 | 0 |
Intercompany dividends paid | 0 | 0 |
Dividends and distributions on common stock | (118,748) | (112,462) |
Distributions to non-controlling interest | (285) | (359) |
Net cash used in financing activities | (347,340) | (117,375) |
Net (decrease) increase in cash, cash equivalents and restricted cash | (258,325) | 19,070 |
Cash, cash equivalents and restricted cash, beginning of period | 591,729 | 310,937 |
Cash, cash equivalents and restricted cash, end of period | 333,404 | 330,007 |
Consolidating Adjustments | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net cash provided by operating activities | (139,356) | (115,340) |
Cash flows from investing activities: | ||
Sale of investment securities | 0 | 0 |
Maturities of investment securities | 0 | 0 |
Purchase of investment securities | 0 | 0 |
Investments in real estate ventures | 0 | 0 |
Acquisition of a business | 0 | 0 |
Distributions from investments in real estate ventures | 0 | 0 |
Increase in cash surrender value of life insurance policies | 0 | 0 |
Decrease in restricted assets | 0 | 0 |
Investments in subsidiaries | 27,482 | 6,790 |
Proceeds from sale of fixed assets | 0 | |
Capital expenditures | 0 | 0 |
Repayments of notes receivable | (20,000) | |
Pay downs of investment securities | 0 | 0 |
Investments in real estate, net | 0 | 0 |
Net cash (used in) provided by investing activities | 27,482 | (13,210) |
Cash flows from financing activities: | ||
Deferred financing costs | 0 | |
Repayments of debt | 0 | 20,000 |
Borrowings under revolver | 0 | 0 |
Repayments on revolver | 0 | 0 |
Capital contributions received | (27,482) | (6,790) |
Intercompany dividends paid | 139,356 | 115,340 |
Dividends and distributions on common stock | 0 | 0 |
Distributions to non-controlling interest | 0 | 0 |
Net cash used in financing activities | 111,874 | 128,550 |
Net (decrease) increase in cash, cash equivalents and restricted cash | 0 | 0 |
Cash, cash equivalents and restricted cash, beginning of period | 0 | 0 |
Cash, cash equivalents and restricted cash, end of period | 0 | 0 |
Parent/Issuer | Reportable Legal Entities | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net cash provided by operating activities | 78,661 | 88,944 |
Cash flows from investing activities: | ||
Sale of investment securities | 12,942 | 2,647 |
Maturities of investment securities | 28,610 | 10,598 |
Purchase of investment securities | (44,222) | (12,402) |
Investments in real estate ventures | 0 | 0 |
Acquisition of a business | 0 | 0 |
Distributions from investments in real estate ventures | 0 | 0 |
Increase in cash surrender value of life insurance policies | (385) | (408) |
Decrease in restricted assets | (15) | 22 |
Investments in subsidiaries | (27,482) | (6,790) |
Proceeds from sale of fixed assets | 0 | |
Capital expenditures | 0 | (15) |
Repayments of notes receivable | 20,000 | |
Pay downs of investment securities | 545 | 928 |
Investments in real estate, net | 0 | 0 |
Net cash (used in) provided by investing activities | (30,007) | 14,580 |
Cash flows from financing activities: | ||
Deferred financing costs | 0 | |
Repayments of debt | (230,000) | 0 |
Borrowings under revolver | 0 | 0 |
Repayments on revolver | 0 | 0 |
Capital contributions received | 0 | 0 |
Intercompany dividends paid | 0 | 0 |
Dividends and distributions on common stock | (118,748) | (112,462) |
Distributions to non-controlling interest | 0 | 0 |
Net cash used in financing activities | (348,748) | (112,462) |
Net (decrease) increase in cash, cash equivalents and restricted cash | (300,094) | (8,938) |
Cash, cash equivalents and restricted cash, beginning of period | 474,880 | 194,719 |
Cash, cash equivalents and restricted cash, end of period | 174,786 | 185,781 |
Subsidiary Guarantors | Reportable Legal Entities | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net cash provided by operating activities | 148,639 | 144,713 |
Cash flows from investing activities: | ||
Sale of investment securities | 0 | 0 |
Maturities of investment securities | 0 | 0 |
Purchase of investment securities | 0 | 0 |
Investments in real estate ventures | 0 | 0 |
Acquisition of a business | 0 | 0 |
Distributions from investments in real estate ventures | 0 | 0 |
Increase in cash surrender value of life insurance policies | (404) | (401) |
Decrease in restricted assets | 683 | 240 |
Investments in subsidiaries | 0 | 0 |
Proceeds from sale of fixed assets | 8 | |
Capital expenditures | (2,753) | (2,072) |
Repayments of notes receivable | 0 | |
Pay downs of investment securities | 0 | 0 |
Investments in real estate, net | 0 | 0 |
Net cash (used in) provided by investing activities | (2,466) | (2,233) |
Cash flows from financing activities: | ||
Deferred financing costs | (33) | |
Repayments of debt | (621) | (20,840) |
Borrowings under revolver | 172,224 | 134,310 |
Repayments on revolver | (169,727) | (137,877) |
Capital contributions received | 575 | 500 |
Intercompany dividends paid | (102,739) | (83,219) |
Dividends and distributions on common stock | 0 | 0 |
Distributions to non-controlling interest | 0 | 0 |
Net cash used in financing activities | (100,321) | (107,126) |
Net (decrease) increase in cash, cash equivalents and restricted cash | 45,852 | 35,354 |
Cash, cash equivalents and restricted cash, beginning of period | 23,849 | 20,175 |
Cash, cash equivalents and restricted cash, end of period | 69,701 | 55,529 |
Subsidiary Non-Guarantors | Reportable Legal Entities | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net cash provided by operating activities | 10,158 | 4,109 |
Cash flows from investing activities: | ||
Sale of investment securities | 0 | 0 |
Maturities of investment securities | 0 | 0 |
Purchase of investment securities | 0 | 0 |
Investments in real estate ventures | (21,908) | (4,343) |
Acquisition of a business | (668) | (403) |
Distributions from investments in real estate ventures | 23,200 | 27,134 |
Increase in cash surrender value of life insurance policies | 0 | 0 |
Decrease in restricted assets | 0 | 0 |
Investments in subsidiaries | 0 | 0 |
Proceeds from sale of fixed assets | 0 | |
Capital expenditures | (3,567) | (6,529) |
Repayments of notes receivable | 32 | |
Pay downs of investment securities | 0 | 0 |
Investments in real estate, net | (1,153) | (1,009) |
Net cash (used in) provided by investing activities | (4,096) | 14,882 |
Cash flows from financing activities: | ||
Deferred financing costs | 0 | |
Repayments of debt | (150) | (147) |
Borrowings under revolver | 0 | 0 |
Repayments on revolver | 0 | 0 |
Capital contributions received | 26,907 | 6,290 |
Intercompany dividends paid | (36,617) | (32,121) |
Dividends and distributions on common stock | 0 | 0 |
Distributions to non-controlling interest | (285) | (359) |
Net cash used in financing activities | (10,145) | (26,337) |
Net (decrease) increase in cash, cash equivalents and restricted cash | (4,083) | (7,346) |
Cash, cash equivalents and restricted cash, beginning of period | 93,000 | 96,043 |
Cash, cash equivalents and restricted cash, end of period | $ 88,917 | $ 88,697 |