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Securities And Exchange Commission
Washington, D.C. 20549
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FORM 10-K
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002
VECTOR GROUP LTD.
(Exact name of registrant as specified in its charter)
DELAWARE 1-5759 65-0949535
(State or other jurisdiction of Commission File Number (I.R.S. Employer Identification No.)
incorporation or organization)
100 S.E. SECOND STREET, MIAMI, FLORIDA 33131
(Address of principal executive offices) (Zip Code)
(305) 579-8000
(Registrant's telephone number, including area code)
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SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NAME OF EACH EXCHANGE ON
TITLE OF EACH CLASS WHICH REGISTERED
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Common Stock, par value $.10 per share New York Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: None
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), during the preceding 12 months (or for
such shorter period that the Registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
[X] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 Regulation S-K is not contained herein, and will not be contained, to
the best of the Registrant's knowledge, in definitive proxy or information
statement incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X] Yes [ ] No
Indicate by check mark whether the registrant is an accelerated filed
(as defined in Exchange Act Rule 12b-2). [X] Yes [ ] No
The aggregate market value of the common stock held by non-affiliates
of Vector Group Ltd. as of June 30, 2002 was approximately $400,000,000.
At March 28, 2003, Vector Group Ltd. had 36,962,073 shares of common
stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE:
Part III (Items 10, 11, 12 and 13) from the definitive Proxy Statement
for the 2003 Annual Meeting of Stockholders to be filed with the Securities and
Exchange Commission no later than 120 days after the end of the Registrant's
fiscal year covered by this report.
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VECTOR GROUP LTD.
FORM 10-K
T A B L E O F C O N T E N T S
PAGE
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PART I
Item 1. Business..................................................................................... 1
Item 2. Properties................................................................................... 31
Item 3. Legal Proceedings............................................................................ 32
Item 4. Submission of Matters to a Vote of Security Holders;
Executive Officers of the Registrant......................................................... 33
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters........................ 35
Item 6. Selected Financial Data...................................................................... 36
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.................................................................... 37
Item 7A. Quantitative and Qualitative Disclosures About Market Risk................................... 56
Item 8. Financial Statements and Supplementary Data.................................................. 57
Item 9. Changes In and Disagreements with Accountants on Accounting and
Financial Disclosure..................................................................... 57
PART III
Item 10. Directors and Executive Officers of the Registrant........................................... 58
Item 11. Executive Compensation....................................................................... 58
Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters.............................................................. 58
Item 13. Certain Relationships and Related Transactions............................................... 58
Item 14. Controls and Procedures...................................................................... 58
PART IV
Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K.............................. 59
SIGNATURES............................................................................................. 68
CERTIFICATIONS......................................................................................... 70
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ITEM 1. BUSINESS
OVERVIEW
Vector Group Ltd., a Delaware corporation, is a holding company for a
number of businesses. We hold these businesses through our wholly-owned
subsidiary VGR Holding Inc. We are engaged principally in:
o the development and marketing of the low nicotine and nicotine-free
QUEST cigarette products and the reduced carcinogen OMNI cigarette
products through our subsidiary Vector Tobacco Inc., and
o the manufacture and sale of cigarettes in the United States through
our subsidiary Liggett Group Inc.
During 2002, the sales and marketing functions, along with certain
support functions, of our Liggett and Vector Tobacco subsidiaries were combined
into a new entity, Liggett Vector Brands Inc. This company coordinates and
executes the sales and marketing efforts for all of our tobacco operations. With
the combined resources of Liggett and Vector Tobacco, Liggett Vector Brands has
approximately 430 salespersons, and enhanced distribution and marketing
capabilities.
Our majority-owned subsidiary, New Valley Corporation, is currently
engaged in the real estate business and is seeking to acquire additional
operating companies. In December 2002, New Valley acquired two office buildings
in Princeton, N.J. and increased its ownership to 50% in Montauk Battery Realty
LLC, which owns the largest residential brokerage company in the New York
metropolitan area.
We are controlled by Bennett S. LeBow, our Chairman and the Chairman of
New Valley, who beneficially owns approximately 34.4% of our common stock.
For the purposes of this discussion and segment reporting in this
report, references to the Liggett segment encompass the manufacture and sale of
conventional cigarettes and includes the former operations of The Medallion
Company, Inc. acquired on April 1, 2002 (which operations are held for legal
purposes as part of Vector Tobacco). References to the Vector Tobacco segment
include the development and marketing of the low nicotine, nicotine-free and
reduced carcinogen products and, for these purposes, exclude the operations of
Medallion.
VECTOR TOBACCO INC.
Vector Tobacco, a wholly-owned subsidiary of VGR Holding, is engaged in
the development and marketing of the low nicotine and nicotine-free QUEST
cigarette products and the reduced carcinogen OMNI cigarette products.
QUEST. In January 2003, Vector Tobacco introduced QUEST, its brand of
low nicotine and nicotine-free cigarette products. QUEST is designed for adult
smokers who are interested in reducing their levels of nicotine intake and is
available in three different varieties, each with decreasing amounts of nicotine
- - QUEST 1, 2 and 3. QUEST 1, the low nicotine variety, contains 0.6 milligrams
of nicotine. QUEST 2, the extra-low nicotine variety, contains 0.3 milligrams of
nicotine. QUEST 3, the nicotine-free variety, contains only trace levels of
nicotine - no more than 0.05 milligrams of nicotine per cigarette. QUEST
cigarettes utilize proprietary and patent pending processes that enable the
production of nicotine-free tobacco that smokes, tastes and burns like tobacco
in conventional cigarettes.
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QUEST is initially available in New York, New Jersey, Pennsylvania,
Ohio, Indiana, Illinois and Michigan. These seven states account for
approximately 30% of all cigarette sales in the United States. Based on the
success of the product in these markets, Vector Tobacco currently expects to
market QUEST nationwide later in 2003. All three QUEST varieties are being sold
in hard packs and are priced comparable to other premium brands. A multi-million
dollar advertising and marketing campaign, with advertisements running in
magazines and regional newspapers, is supporting the product launch. The brand
is also supported by significant point-of-purchase campaigns. Vector Tobacco has
established a website, www.questcigs.com, and a toll free hotline,
1-866-QUEST123, to provide consumers with additional information about QUEST.
The QUEST cigarettes are produced using a patent pending process, which
genetically modifies the tobacco plant to produce nicotine-free tobacco.
Management believes that, based on testing at Vector Tobacco's research
facility, the QUEST 3 product will contain trace levels of nicotine that have no
discernible physiological impact on the smoker, and that, consistent with other
products bearing "free" claims, QUEST 3 may be labeled as "nicotine-free" with
an appropriate disclosure of the trace levels. The QUEST 3 product is similarly
referred to in this report as "nicotine-free". As the process genetically blocks
formation of nicotine in the root of the plant, the tobacco leaf taste is not
affected. Cigarettes produced with this technology have been tested in focus
groups, with such tests indicating that these cigarettes smoke, taste and burn
like conventional cigarettes.
QUEST is intended for adult smokers who may want to transition to
nicotine-free smoking and is not intended as a smoking cessation device. QUEST
is not marketed for smoking cessation, and it has not yet been proven to help
smokers quit. To emphasize this important point for consumers, Vector Tobacco
has included the following additional prominent warning on its QUEST
advertising: "WARNING: This product is NOT intended for use in quitting smoking.
QUEST is for smokers seeking to reduce nicotine exposure only." Vector Tobacco
makes no claims that QUEST is safer than other cigarette products.
Management believes that the technology used to produce the QUEST
product may also allow smokers to reduce their daily consumption of cigarettes,
and may ultimately be a successful bridge to smoking cessation. Vector Tobacco
intends to apply to the FDA for approval of an FDA-regulated tobacco-based
product bearing specific smoking cessation claims when necessary testing data
has been obtained. A number of national and international public health agencies
have made recommendations calling for the removal of nicotine from tobacco
products. Legislation was introduced in Congress in 1995 which would have
lowered nicotine to non-addictive levels over a period of six years. Management
believes that it is generally understood by health advocates that phasing out
nicotine in cigarettes should enable millions of smokers who want to quit
smoking to do so more easily.
OMNI. In November 2001, Vector Tobacco launched OMNI nationwide, the
first reduced carcinogen cigarette that smokes, tastes and burns like other
premium cigarettes. In comparison to comparable styles of the leading U.S.
cigarette brand, OMNI cigarettes produce significantly lower levels of many of
the recognized carcinogens and toxins that the medical community has identified
as major contributors to lung cancer and other diseases in smokers. While OMNI
has not been proven to reduce health risks, management believes that the
significant reduction of carcinogens is a step in the right direction. The data
show lower levels in OMNI of the main carcinogens and toxins in both mainstream
and sidestream tobacco smoke, including polycyclic aromatic hydrocarbons (PAHs),
tobacco specific nitrosamines (TSNAs), catechols and organics, with somewhat
increased levels of nitric oxide and formaldehyde. Mainstream smoke is what the
smoker directly inhales and sidestream smoke, which is the major component of
environmental tobacco smoke, is released from the burning end of a cigarette.
During 2002, acceptance of OMNI in the marketplace was limited, with
revenues of approximately $5.1 million on sales of 70.7 million units. Vector
Tobacco has been unable, to date, to achieve the anticipated breadth of
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distribution and sales of the OMNI product, due, in part, to the lack of success
of its advertising and marketing efforts in differentiating OMNI with consumers
through the "reduced carcinogen" message. Over the next several years,
management plans to conduct appropriate studies as to the effects of OMNI's
reduction of carcinogens and, based on these studies, to review the marketing
and positioning of the OMNI brand in order to formulate a strategy for its
long-term success.
OMNI cigarettes are produced using a patent pending process developed
by Vector Tobacco. Traditional tobacco is treated with a complex catalytic
system that significantly reduces the levels of certain carcinogens and other
toxins. Additionally, OMNI employs the use of an innovative carbon filter, which
reduces a wide range of harmful compounds in smoke, yet has no impact on OMNI's
premium taste. Vector Tobacco is committed to continuing its research to find
new, innovative ways to further reduce carcinogens as well as other identified
substances that may play a role in smoking-related diseases.
Published scientific literature indicates that excessive exposure to
both mainstream and environmental tobacco smoke is the single leading cause of
preventable disease and early mortality in the United States as well as other
countries. Consequently, it is widely accepted by the medical healthcare
community that significantly reducing exposure to tobacco smoke and the many
carcinogenic and toxic constituents in the smoke (preferably by abstaining from
smoking), will substantially improve the health of a large percentage of the
American population. However, despite various types of smoking cessation
programs currently available, the introduction over the last 20 years of several
different types of nicotine-replacement devices and a dramatic reduction in
cigarette advertising, approximately 45 million adult Americans (about 22%)
continue to smoke. Globally, there are more than one billion current smokers and
the World Health Organization estimates that by 2030 over ten million people
will die each year because of smoking related diseases. These ominous statistics
underscore the pressing need to develop alternatives to the existing types of
tobacco products in order to provide the smoker who cannot or will not quit with
a product that contains reduced concentrations of known carcinogens and toxins.
OMNI cigarettes have been developed with this in mind. While Vector
Tobacco makes no health claims for OMNI, the development of the product rests on
the basic principle that significantly reducing the concentrations and exposure
to known tobacco toxins may potentially result in decreased harm, with complete
abstinence from smoking, of course, providing the greatest benefit. Scientists
have determined that, in addition to a number of substances, collectively called
"organics", that contribute directly and indirectly to a spectrum of
tobacco-related diseases, PAHs and TSNAs are among the most potent and dangerous
substances in tobacco smoke in relation to lung cancer incidence. Furthermore,
additional risk to the smoker and nonsmoking bystander occur through the release
from a lit cigarette of sidestream tobacco smoke, which is the most prominent
indoor source of PAHs, and, according to certain authorities, a leading cause of
preventable disease and mortality in the United States. Analysis by validated
methodologies conducted at independent testing laboratories as well as Vector
Tobacco's research division have confirmed that OMNI cigarettes significantly
reduce the concentration of many of the PAHs, TSNAs and organics that may reach
the smoker and nonsmoker when compared to comparable styles of the leading
competitive brand. Refinements to the OMNI product will continue to be made by
Vector Tobacco to achieve further reductions in harmful constituents. Vector
Tobacco has established a website, www.omnicigs.com, which contains detailed
product information and a listing of data concerning OMNI.
The relationship between smoking and disease occurrence is exceedingly
complex. Vector Tobacco has begun the process of devising and funding studies of
the health impact of its new OMNI product. Vector Tobacco does not presently
have any objective evidence that OMNI cigarettes will reduce the known health
risks of cigarette smoking to the smoker or nonsmoking bystander, and no health
claims are being made by Vector Tobacco. Moreover, to underscore and ensure that
the smoker is aware of this important fact, Vector Tobacco has added an
additional prominent warning to the OMNI package and advertising, which states
that: "WARNING: Smoking is addictive and dangerous to your health. Reductions in
carcinogens
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(PAHs, nitrosamines, catechols, and organics) have NOT been proven to result in
a safer cigarette. This product produces tar, carbon monoxide, other harmful
by-products, and increased levels of nitric oxide."
MANUFACTURING AND MARKETING. Both QUEST and OMNI are priced as premium
cigarettes and marketed by the sales representatives of Liggett Vector Brands.
In the first quarter of 2002, Vector Tobacco began production of OMNI at a
facility it had purchased in Timberlake, North Carolina, and converted into a
modern cigarette manufacturing plant. Production of QUEST commenced at the
Timberlake plant in the fourth quarter of 2002. The OMNI product uses
traditional tobaccos, and the QUEST 3 product uses genetically modified tobacco
grown specifically for Vector Tobacco in Pennsylvania, Illinois, Mississippi and
Louisiana. The Quest 1 and 2 products use a mixture of the genetically modified
tobacco as well as traditional tobaccos.
The introduction of the new QUEST and OMNI brands requires the
expenditure of substantial sums for advertising and sales promotion. The
advertising media presently used includes magazines, newspapers, direct mail and
point-of-sale display materials. Sales promotion activities are conducted by
distribution of store coupons, point-of-sale display advertising, advertising of
promotions in print media, and personal contact with distributors, retailers and
consumers.
Expenditures by Vector Tobacco for research and development activities
were $9.7 million in 2002, $12.6 million in 2001 and $6.2 million in 2000.
COMPETITION. The cigarette industry is highly competitive. Vector
Tobacco's competitors generally have substantially greater resources than it
has, including financial, marketing and personnel resources. Other major tobacco
companies have stated that they are working on reduced risk cigarette products
and have made publicly available only limited additional information concerning
their activities at this time. Philip Morris has recently announced that it
plans to introduce a reduced risk product during 2003. R. J. Reynolds Tobacco
Company has stated it will begin during 2003 a phased expansion of a cigarette
product that primarily heats rather than burns tobacco into a select number of
retail chain outlets. In 2002, Brown & Williamson Tobacco Corporation announced
it was test marketing a new cigarette with reduced levels of many toxins. There
is a substantial likelihood that other major tobacco companies will continue to
introduce new products that are designed to compete directly with Vector
Tobacco's reduced nicotine, nicotine-free and reduced carcinogen products.
REGULATION. Federal or state regulators may object to Vector Tobacco's
reduced carcinogen and low nicotine and nicotine-free cigarette products as
unlawful or allege they bear deceptive or unsubstantiated product claims, and
seek the removal of the products from the marketplace, or significant changes to
advertising claims. Various concerns regarding Vector Tobacco's advertising
practices have been expressed to Vector Tobacco by certain state attorneys
general. Vector Tobacco is negotiating in an effort to resolve these concerns.
Allegations by federal or state regulators, public health organizations and
other tobacco manufacturers that Vector Tobacco's products are unlawful, or that
its public statements or advertising contain misleading or unsubstantiated
health claims or product comparisons, may result in litigation or governmental
proceedings. Vector Tobacco's business may become subject to extensive domestic
and international government regulation. Various proposals have been made for
federal, state and international legislation to regulate cigarette manufacturers
generally, and reduced constituent cigarettes specifically. It is possible that
laws and regulations may be adopted covering issues like the manufacture, sale,
distribution and labeling of tobacco products as well as any express or implied
health claims associated with reduced carcinogen and low nicotine and
nicotine-free cigarette products and the use of genetically modified tobacco. A
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system of regulation by agencies like the Food and Drug Administration, the
Federal Trade Commission or the United States Department of Agriculture may be
established. In addition, a group of public health organizations have submitted
a petition to the FDA, alleging that the marketing of the OMNI product is
subject to regulation by the FDA under existing law. Vector Tobacco has filed a
response in opposition to the petition. The FTC has also expressed interest in
the regulation of tobacco products made by tobacco manufacturers, including
Vector Tobacco, which bear reduced carcinogen claims. The ultimate outcome of
any of the foregoing cannot be predicted, but any of the foregoing could have a
material adverse impact on Vector Tobacco's business, operating results and
prospects.
INTELLECTUAL PROPERTY. Vector Tobacco is the exclusive sublicensee of
the technology for reducing or eliminating nicotine in tobacco through certain
genetic engineering techniques. Patent applications for this invention have been
filed in the United States, India and every nation that was a member of the
Patent Cooperation Treaty in 1998, approximately 100 countries in all. Patents
have been issued in more than 10 foreign countries. The applications in the
United States and in other countries remain pending.
Vector Tobacco has filed United States patent applications relating to
the use of palladium and other compounds to reduce the presence of carcinogens
and other toxins. Vector Tobacco plans to file these patent applications
internationally and plans to file additional patent applications relating to
this invention as warranted by its ongoing research. Additional patent
applications related to OMNI have been filed and others are currently being
considered.
The process to reduce carcinogens and toxins from cigarette smoke was
developed by Dr. Robert Bereman, Vice President of Chemical Research at Vector
Research Ltd. Dr. Bereman was formerly a Professor in the Department of
Chemistry at North Carolina State University. The process to genetically modify
tobacco seeds to reduce or eliminate nicotine was developed by Dr. Mark A.
Conkling, Vice President of Genetic Research at Vector Research. Dr. Conkling
was formerly Associate Professor in the Department of Genetics and Director of
the Biotechnology Program at North Carolina State University.
RISKS. Vector Tobacco's new product initiatives are subject to
substantial risks, uncertainties and contingencies which include, without
limitation, the challenges inherent in new product development initiatives, the
ability to raise capital and manage the growth of its business, potential
disputes concerning Vector Tobacco's intellectual property, intellectual
property of third parties, potential extensive government regulation, third
party allegations that Vector Tobacco products are unlawful or bear deceptive or
unsubstantiated product claims, potential delays in obtaining the tobacco, other
raw materials and any technology needed to produce Vector Tobacco's products,
market acceptance of Vector Tobacco's products, competition from companies with
greater resources and the dependence on key employees. See the section entitled
"Risk Factors".
LIGGETT GROUP INC.
GENERAL. Liggett, which is the operating successor to the Liggett &
Myers Tobacco Company, is currently the sixth largest manufacturer of cigarettes
in the United States in terms of unit sales. Substantially all of Liggett's
manufacturing facilities are located in Mebane, North Carolina.
Liggett is a wholly-owned subsidiary of Brooke Group Holding Inc., our
predecessor and a wholly-owned subsidiary of VGR Holding.
Liggett manufactures and sells cigarettes primarily in the United
States. Based on published industry sources, Liggett's domestic shipments of
approximately 9.82 billion cigarettes during 2002 accounted for 2.5% of the
total cigarettes shipped in the United States during such year. This market
share percentage represents an increase of 12.3% from 2001 and 63.5% from 2000.
Liggett produces both premium cigarettes as well as discount cigarettes (which
include among others, control label, private label, branded discount and generic
cigarettes). Premium cigarettes are generally marketed under well-recognized
brand names at full retail prices to adult smokers with strong preference for
branded products, whereas discount cigarettes are marketed at lower retail
prices to adult smokers who are more cost conscious. Liggett's cigarettes are
produced in approximately 240 combinations of length, style and packaging.
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Liggett's premium cigarettes represented approximately 7.2% in 2002,
15.5% in 2001 and 16.0% in 2000 of Liggett's net sales. Based on published
industry sources, Liggett's share of the premium market segment was
approximately 0.3% in 2002, 0.3% for 2001 and 0.2% for 2000. Until May 1999,
Liggett produced four premium cigarette brands: L&M, CHESTERFIELD, LARK and EVE.
As part of the Philip Morris brand transaction (which is further described
below) which closed in May 1999, Liggett transferred the L&M, CHESTERFIELD, and
LARK brands.
Liggett introduced nationally a new premium cigarette, JADE, in
September 2001. JADE is a menthol cigarette with unique holographic packaging.
JADE's sales represented 27.8% of Liggett's total premium unit sales during 2002
and 17.7% during 2001.
In 1980, Liggett was the first major domestic cigarette manufacturer to
successfully introduce discount cigarettes as an alternative to premium
cigarettes. In 1989, Liggett established a new price point within the discount
market segment by introducing PYRAMID, a branded discount product which, at that
time, sold for less than most other discount cigarettes. In 1999, Liggett
introduced LIGGETT SELECT, one of the fastest growing brands in the deep
discount category. LIGGETT SELECT is now the largest seller in Liggett's family
of brands, comprising 42.1% of Liggett's unit volume in 2002, 31.6% in 2001 and
11.1% in 2000. Based on published industry sources, Liggett held a share of
approximately 8.5% of the overall discount market segment for 2002 compared to
7.7% for 2001 and 5.3% for 2000.
The source of industry data in this report is Management Science
Associates. This data does not include all shipments of some manufacturers that
Management Science Associates is presently unable to monitor effectively.
Liggett believes that the industry total domestic shipment volume does not fully
include deep-discount volume.
In November 1999, Liggett acquired an industrial facility in Mebane,
North Carolina. Liggett completed the relocation of its tobacco manufacturing
operations from its old facility in Durham, North Carolina to the Mebane
facility in October 2000.
At the present time, Liggett has only minimal foreign operations.
Liggett does not own the international rights to its largest premium cigarette
brand, EVE, which is marketed by Philip Morris in foreign markets, thereby
adversely affecting Liggett's ability to profitably penetrate those markets.
Liggett exports other cigarette brands primarily to Eastern Europe and the
Middle East. Export sales of approximately 18.8 million cigarettes accounted for
approximately 0.2% of Liggett's 2002 total unit sales volume. Revenues from
export sales were $0.2 million for 2002 as compared to $0.9 million for 2001.
Operating income attributable to export sales in 2002 amounted to approximately
$36,000 compared to operating income of $0.3 million in 2001. In 2000, Liggett
effectively terminated its export business, other than to complete existing
contracts, as domestic margins, on even the lowest priced brands, exceeded those
of its export sales.
BUSINESS STRATEGY. Liggett's business strategy is to capitalize upon its
cost advantage in the United States cigarette market due to the favorable
treatment Liggett has received under the settlement agreements with the state
attorneys general and the Master Settlement Agreement described below. Liggett's
long-term business strategy is to continue to focus its marketing efforts on the
discount segment of the market and to pursue niche opportunities in the premium
segment. Liggett will seek to increase its profitability by upgrading the
efficiency of its manufacturing operation at the Mebane facility and by better
targeting of marketing and selling costs using market research and analysis.
Liggett intends to continue to reinvest a portion of cost savings and a portion
of any future price increases in marketing to grow its volume and income in the
discount segment. Liggett's strategy in the premium segment of the market is to
improve the profitability of its premium brands, EVE and JADE, through targeted
promotional strategies and extensions of the brands. In addition, Liggett may
bring other niche-driven premium brands to the market in the future. Liggett may
also pursue strategic acquisitions of smaller tobacco manufacturers.
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SALES, MARKETING AND DISTRIBUTION. Liggett's products are distributed
from factory distribution centers in Mebane and Timberlake, North Carolina to 20
public warehouses located throughout the United States. These warehouses serve
as local distribution centers for Liggett's customers. Liggett's products are
transported from the central distribution centers to the warehouses via
third-party trucking companies to meet pre-existing contractual obligations to
its customers.
Liggett's customers are primarily candy and tobacco distributors, the
military, warehouse club chains, and large grocery, drug and convenience store
chains. Liggett offers its customers discount payment terms, traditional rebates
and promotional incentives. Customers typically pay for purchased goods within
two weeks following delivery from Liggett, and approximately 70% of customers
pay more rapidly through electronic funds transfer arrangements. Liggett's
largest single customer, Speedway SuperAmerica LLC, accounted for approximately
17.1% of its net sales in 2002, 23.5% of its net sales in 2001 and approximately
29.4% of its net sales in 2000. Sales to this customer were primarily in the
private label discount segment and constituted approximately 18.4% in 2002,
27.9% in 2001 and 35.0% in 2000 of Liggett's sales of discount cigarettes.
During 2002, the sales and marketing functions, along with certain
support functions, of our Liggett and Vector Tobacco subsidiaries were combined
into a new entity, Liggett Vector Brands Inc. This company coordinates and
executes the sales and marketing efforts for all of our tobacco operations.
With the combined resources of Liggett and Vector Tobacco, Liggett Vector
Brands has approximately 430 salespersons, and enhanced distribution and
marketing capabilities. In connection with the formation of the Liggett Vector
Brands entity, we took a charge of $3.46 million in the first quarter of 2002,
related to the reorganization of our business. As of December 31, 2002, our
reorganization accrual has been reduced by payments and impairment of $2.98
million and the remaining balance was $.48 million.
TRADEMARKS. All of the major trademarks used by Liggett are federally
registered or are in the process of being registered in the United States and
other markets where Liggett's products are sold. Trademark registrations
typically have a duration of ten years and can be renewed at Liggett's option
prior to their expiration date. In view of the significance of cigarette brand
awareness among consumers, management believes that the protection afforded by
these trademarks is material to the conduct of its business. All of Liggett's
trademarks are owned by its wholly-owned subsidiary, Eve Holdings Inc., except
for the JADE trademark, which is licensed on a long-term exclusive basis from a
third-party for use in connection with cigarettes.
MANUFACTURING. Liggett purchases and maintains leaf tobacco inventory
to support its cigarette manufacturing requirements. Liggett believes that there
is a sufficient supply of tobacco within the worldwide tobacco market to satisfy
its current production requirements. Liggett stores its leaf tobacco inventory
in warehouses in North Carolina and Virginia. There are several different types
of tobacco, including flue-cured leaf, burley leaf, Maryland leaf, oriental
leaf, cut stems and reconstituted sheet. Leaf components of American style
cigarettes are generally the flue-cured and burley tobaccos. While premium and
discount brands use many of the same tobacco products, input ratios of tobacco
products may vary between premium and discount products. Domestically grown
tobacco is an agricultural commodity subject to United States government
production controls and price supports which can substantially affect its market
price. Foreign flue-cured and burley tobaccos, some of which are used in the
manufacture of Liggett's cigarettes, are generally 30% to 35% less expensive
than comparable domestic tobaccos. Liggett normally purchases all of its tobacco
requirements from domestic and foreign leaf tobacco dealers, much of it under
long-term purchase commitments. As of December 31, 2002, virtually all of
Liggett's commitments were for the purchase of foreign tobacco.
Liggett's new cigarette manufacturing facilities in Mebane, North
Carolina were designed for the execution of short production runs in a
cost-effective manner, which enable Liggett to manufacture and market a wide
variety of cigarette brand styles. Liggett's cigarettes are produced in
approximately 240 different brand styles under Eve's trademarks and brand names
as well as private labels for other companies, typically retail or wholesale
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distributors who supply supermarkets and convenience stores. Liggett believes
that its existing facilities are sufficient to accommodate a substantial
increase in production.
Beginning in October 2001, Liggett upgraded the efficiency of its
manufacturing operation with the addition of four new state-of-the-art cigarette
makers and packers as well as related equipment. The installation of the new
lines continued through May 2002. The total cost of these upgrades was
approximately $20 million. During 2002, Liggett also installed a new tobacco
dryer that has improved both production capacity and the quality of blends. The
cost of the new dryer was approximately $2.9 million.
While Liggett pursues product development, its total expenditures for
research and development on new products have not been financially material over
the past three years.
COMPETITION. Liggett's competition is now divided into two segments.
The first segment is made up of the four largest manufacturers of cigarettes in
the United States: Philip Morris USA Inc., R.J. Reynolds Tobacco Company, Brown
& Williamson Tobacco Corporation and Lorillard Tobacco Company. The four largest
manufacturers, while primarily premium cigarette based companies, also produce
and sell discount cigarettes. The second segment of competition is comprised of
a group of smaller companies, most of which are producing lower quality, deep
discount cigarettes.
Historically, there have been substantial barriers to entry into the
cigarette business, including extensive distribution organizations, large
capital outlays for sophisticated production equipment, substantial inventory
investment, costly promotional spending, regulated advertising and, for premium
brands, strong brand loyalty.
Recently, during the phase-in payment period under the Master
Settlement Agreement, these smaller manufacturers have generally not yet been
impacted to a significant degree by the agreement and have primarily focused on
the deepest discount segment of the market. Liggett's management believes, while
these companies have significantly increased market share through competitive
discounting in this segment, they will lose their cost advantage over time as
their payment obligations under the Master Settlement Agreement increase and the
agreement's provisions are more effectively enforced by the states.
In the cigarette business, Liggett must now compete on a dual front.
The four major manufacturers compete among themselves and with Liggett for
premium brand market share on the basis of brand loyalty, advertising and
promotional activities, and trade rebates and incentives. These four competitors
all have substantially greater financial resources and most of their brands have
greater sales and consumer recognition than Liggett's premium brands. Liggett's
discount brands must also compete in the marketplace with the four major
manufacturers' discount brands as well as the smaller manufacturers' deep
discount brands.
Based on published industry sources, Philip Morris' and RJR's sales
together accounted for approximately 72% of the domestic cigarette market in
2002. Liggett's domestic shipments of approximately 9.82 billion cigarettes
during 2002 accounted for 2.5% of the approximately 391.4 billion cigarettes
shipped in the United States during that year, compared to 9.08 billion
cigarettes in 2001 (2.2%) and 6.44 billion cigarettes (1.5%) during 2000.
Industry-wide shipments of cigarettes in the United States have been
generally declining for a number of years, with published industry sources
estimating that domestic industry-wide shipments decreased by approximately 3.7%
(14.9 billion units) in 2002. Liggett's management believes that industry-wide
shipments of cigarettes in the United States will generally continue to decline
as a result of numerous factors, including health considerations, diminishing
social acceptance of smoking, legislative limitations on smoking in public
places, federal and state excise tax increases and settlement-related expenses,
which have contributed to large cigarette price increases.
8
Historically, because of their dominant market share, Philip Morris and
RJR have been able to determine cigarette prices for the various pricing tiers
within the industry and the other cigarette manufacturers have brought their
prices in line with the levels established by the two industry leaders. Off-list
price discounting by manufacturers, however, has substantially affected the
average price differential at retail, which can be significantly less than the
manufacturers' list price gap. Recent discounting by manufacturers has been far
greater than historical levels, and the actual price gap between premium and
deep-discount cigarettes is also greater than historical levels. This has led to
significant movement by consumers from the premium to deep-discount segments.
ACQUISITION OF MEDALLION. On April 1, 2002, a subsidiary of ours
acquired the stock of The Medallion Company, Inc., and related assets from Gary
L. Hall, Medallion's principal stockholder. The total purchase price consisted
of $50 million in cash and $60 million in notes, with the notes guaranteed by us
and Liggett. Medallion is a discount cigarette manufacturer selling product in
the deep discount category, primarily under the USA brand name. Medallion is a
participant in the Master Settlement Agreement between the state attorneys
general and the tobacco industry. Medallion has no payment obligations under the
Master Settlement Agreement unless its market share exceeds approximately 0.28%
of total cigarettes sold in the United States (approximately 1.1 billion units
in 2002).
Following the purchase of the Medallion stock, Vector Tobacco merged
into Medallion and Medallion changed its name to Vector Tobacco Inc., and we
shifted the operations of Medallion to our Timberlake, North Carolina plant. For
purposes of this discussion and segment reporting in this report, references to
the Liggett segment encompass the manufacture and sale of conventional
cigarettes and include the former operations of Medallion (which operations are
held for legal purposes as part of Vector Tobacco).
PHILIP MORRIS BRAND TRANSACTION. In November 1998, we and Liggett
granted Philip Morris options to purchase interests in Trademarks LLC which
holds three domestic cigarette brands, L&M, CHESTERFIELD and LARK, formerly held
by Liggett's subsidiary, Eve.
Under the terms of the Philip Morris agreements, Eve contributed the
three brands to Trademarks, a newly-formed limited liability company, in
exchange for 100% of two classes of Trademarks' interests, the Class A Voting
Interest and the Class B Redeemable Nonvoting Interest. Philip Morris acquired
two options to purchase the interests from Eve. In December 1998, Philip Morris
paid Eve a total of $150 million for the options, $5 million for the option for
the Class A interest and $145 million for the option for the Class B interest.
The Class A option entitled Philip Morris to purchase the Class A
interest for $10.1 million. On March 19, 1999, Philip Morris exercised the Class
A option, and the closing occurred on May 24, 1999.
The Class B option entitles Philip Morris to purchase the Class B
interest for $139.9 million. The Class B option will be exercisable during the
90-day period beginning on December 2, 2008, with Philip Morris being entitled
to extend the 90-day period for up to an additional six months under certain
circumstances. The Class B interest will also be redeemable by Trademarks for
$139.9 million during the same period the Class B option may be exercised.
On May 24, 1999, Trademarks borrowed $134.9 million from a lending
institution. The loan is guaranteed by Eve and is collateralized by a pledge by
Trademarks of the three brands and Trademarks' interest in the trademark license
agreement (discussed below) and by a pledge by Eve of its Class B interest. In
connection with the closing of the Class A option, Trademarks distributed the
loan proceeds to Eve as the holder of the Class B interest. The cash exercise
price of the Class B option and Trademarks' redemption price were reduced by the
amount distributed to Eve. Upon Philip Morris' exercise of the Class B option or
9
Trademarks' exercise of its redemption right, Philip Morris or Trademarks, as
relevant, will be required to obtain Eve's release from its guaranty. The Class
B interest will be entitled to a guaranteed payment of $500,000 each year with
the Class A interest allocated all remaining income or loss of Trademarks.
Trademarks has granted Philip Morris an exclusive license of the three
brands for an 11-year term expiring May 24, 2010 at an annual royalty based on
sales of cigarettes under the brands, subject to a minimum annual royalty
payment of not less than the annual debt service obligation on the loan plus $1
million.
If Philip Morris fails to exercise the Class B option, Eve will have an
option to put its Class B interest to Philip Morris, or Philip Morris'
designees, at a put price that is $5 million less than the exercise price of the
Class B option (and includes Philip Morris' obtaining Eve's release from its
loan guaranty). The Eve put option is exercisable at any time during the 90-day
period beginning March 2, 2010.
If the Class B option, Trademarks' redemption right and the Eve put
option expire unexercised, the holder of the Class B interest will be entitled
to convert the Class B interest, at its election, into a Class A interest with
the same rights to share in future profits and losses, the same voting power and
the same claim to capital as the entire existing outstanding Class A interest,
i.e., a 50% interest in Trademarks.
LEGISLATION, REGULATION AND LITIGATION. Reports with respect to the
alleged harmful physical effects of cigarette smoking have been publicized for
many years and, in the opinion of Liggett's management, have had and may
continue to have an adverse effect on cigarette sales. Since 1964, the Surgeon
General of the United States and the Secretary of Health and Human Services have
released a number of reports which claim that cigarette smoking is a causative
factor with respect to a variety of health hazards, including cancer, heart
disease and lung disease, and have recommended various government actions to
reduce the incidence of smoking. In 1997, Liggett publicly acknowledged that, as
the Surgeon General and respected medical researchers have found, smoking causes
health problems, including lung cancer, heart vascular disease and emphysema.
Since 1966, federal law has required that cigarettes manufactured,
packaged or imported for sale or distribution in the United States include
specific health warnings on their packaging. Since 1972, Liggett and the other
cigarette manufacturers have included the federally required warning statements
in print advertising, on billboards and on certain categories of point-of-sale
display materials relating to cigarettes. The Federal Cigarette Labeling and
Advertising Act requires that packages of cigarettes distributed in the United
States and cigarette advertisements (other than billboard advertisements) in the
United States bear one of the following four warning statements: "SURGEON
GENERAL'S WARNING: Smoking Causes Lung Cancer, Heart Disease, Emphysema, and May
Complicate Pregnancy"; "SURGEON GENERAL'S WARNING: Quitting Smoking Now Greatly
Reduces Serious Risks to Your Health"; "SURGEON GENERAL'S WARNING: Smoking by
Pregnant Women May Result in Fetal Injury, Premature Birth, and Low Birth
Weight"; and "SURGEON GENERAL'S WARNING: Cigarette Smoke Contains Carbon
Monoxide". The law also requires that each person who manufactures, packages or
imports cigarettes annually provide to the Secretary of Health and Human
Services a list of ingredients added to tobacco in the manufacture of
cigarettes. Annual reports to the United States Congress are also required from
the Secretary of Health and Human Services as to current information on the
health consequences of smoking and from the FTC on the effectiveness of
cigarette labeling and current practices and methods of cigarette advertising
and promotion. Both federal agencies are also required annually to make such
recommendations as they deem appropriate with regard to further legislation. In
addition, since 1997, Liggett has included the warning "Smoking is Addictive" on
its cigarette packages.
In August 1996, the FDA filed in the Federal Register a Final Rule
classifying tobacco as a "drug" or "medical device", asserting jurisdiction over
the manufacture and marketing of tobacco products and imposing restrictions on
the sale, advertising and promotion of tobacco products. Litigation was
commenced challenging the FDA's authority to assert such jurisdiction, as well
10
as challenging the constitutionality of the rules. In March 2000, the United
States Supreme Court ruled that the FDA does not have the power to regulate
tobacco. Liggett supported the FDA rule and began to phase in compliance with
certain of the proposed FDA regulations.
Since the Supreme Court decision, various proposals and recommendations
have been made for additional federal and state legislation to regulate
cigarette manufacturers. Congressional advocates of FDA regulation have
introduced legislation that would give the FDA authority to regulate the
manufacture, sale, distribution and labeling of tobacco products to protect
public health, thereby allowing the FDA to reinstate its prior regulations or
adopt new or additional regulations. The ultimate outcome of these proposals
cannot be predicted.
In August 1996, Massachusetts enacted legislation requiring tobacco
companies to publish information regarding the ingredients in cigarettes and
other tobacco products sold in that state. In December 1997, the United States
District Court for the District of Massachusetts enjoined this legislation from
going into effect on the grounds that it was preempted by federal law. In
November 1999, the First Circuit affirmed this ruling. In September 2000, the
federal district court permanently enjoined enforcement of the law. In October
2001, the First Circuit reversed the district court's decision, ruling that the
ingredients disclosure provisions are valid. The entire court, however, agreed
to re-hear the appeal, reinstating the district court's injunction in the
meantime. In December 2002, the First Circuit ruled that the ingredients
disclosure provisions violated the constitutional prohibition against unlawful
seizure of property by forcing firms to reveal trade secrets. The decision was
not appealed by the state. Notwithstanding the foregoing, in December 1997,
Liggett began complying with this legislation by providing ingredient
information to the Massachusetts Department of Public Health. Several other
states have enacted, or are considering, legislation similar to that enacted in
Massachusetts.
In 1993, Congress amended the Agricultural Adjustment Act of 1938 to
require each United States cigarette manufacturer to use at least 75% domestic
tobacco in the aggregate of the cigarettes manufactured by it in the United
States, effective January 1994, on an annualized basis or pay a domestic
marketing assessment based upon price differentials between foreign and domestic
tobacco and, under certain circumstances, make purchases of domestic tobacco
from the tobacco stabilization cooperatives organized by the United States
government. After an audit, the United States Department of Agriculture informed
Liggett that it did not satisfy the 75% domestic tobacco usage requirement in
1994 and Liggett paid a $5.5 million assessment. Since the levels of domestic
tobacco inventories on hand at the tobacco stabilization organizations were
below reserve stock levels, Liggett was not obligated to make purchases of
domestic tobacco from the tobacco stabilization cooperatives.
In February 1996, the United States Trade representative issued an
"advance notice of proposed rule making" concerning how tobaccos imported under
a previously established tobacco rate quota should be allocated. Currently,
tobacco imported under the quota is allocated on a "first-come, first-served"
basis, meaning that entry is allowed on an open basis to those first requesting
entry in the quota year. Others in the cigarette industry have suggested an
"end-user licensing" system under which the right to import tobacco under the
quota would be initially assigned on the basis of domestic market share. Such an
approach, if adopted, could have a material adverse effect on Liggett.
In January 1993, the Environmental Protection Agency released a report
on the respiratory effect of secondary smoke which concluded that secondary
smoke is a known human lung carcinogen in adults and, in children, causes
increased respiratory tract disease and middle ear disorders and increases the
severity and frequency of asthma. In June 1993, the two largest domestic
cigarette manufacturers, together with other segments of the tobacco and
distribution industries, commenced a lawsuit against the agency seeking a
determination that the agency did not have the statutory authority to regulate
11
secondary smoke and that given the current body of scientific evidence and the
agency's failure to follow its own guidelines in making the determination, its
classification of secondary smoke was arbitrary and capricious. In July 1998, a
federal district court vacated those sections of the report relating to lung
cancer, finding that the agency may have reached different conclusions had it
complied with relevant statutory requirements. The federal government appealed
the court's ruling. In December 2002, the United States Court of Appeals for the
Fourth Circuit rejected the industry challenge to the EPA report ruling that it
was not subject to court review. Issuance of the report may encourage efforts to
limit smoking in public areas.
Cigarettes are subject to substantial federal, state and local excise
taxes which, in general, have been increasing. The federal excise tax on
cigarettes is currently $0.39 per pack. State and local sales and excise taxes
vary considerably and, when combined with sales taxes, local taxes and the
current federal excise tax, may currently be as high as $4.10 per pack. Proposed
further tax increases in various jurisdictions are currently under consideration
or pending. In 2002, 21 states passed excise tax increases, ranging from $0.07
per pack in Tennessee to as much as $1.81 per pack in New York City and New York
State combined. Congress has considered significant increases in the federal
excise tax or other payments from tobacco manufacturers, and significant
increases in excise and other cigarette-related taxes have been proposed or
enacted at the state and local levels. Management believes that increases
in excise and similar taxes have had an adverse impact on sales of cigarettes.
In August 2000, the New York state legislature passed legislation
charging the state's Office of Fire Prevention and Control with developing
standards for "fire safe" or self-extinguishing cigarettes. On December 31,
2002, the OFPC issued proposed standards for public comment. Six months from the
issuance of the final standards, all cigarettes offered for sale in New York
state will be required to be manufactured to those standards. It is not possible
to predict the impact of this law on us until the final standards are published.
Similar legislation is being considered by other state legislatures and at the
federal level.
There are various other legislative efforts pending on the federal and
state level which seek, among other things, to restrict or prohibit smoking in
public buildings and other areas, further restrict displays and advertising of
cigarettes, require additional warnings, including graphic warnings, on
cigarette packaging and advertising, ban vending machine sales and curtail
affirmative defenses of tobacco companies in product liability litigation. If
adopted, at least certain of the foregoing legislative proposals could have a
material adverse impact on Liggett and us.
While attitudes toward cigarette smoking vary around the world, a
number of foreign countries have also taken steps to discourage cigarette
smoking, to restrict or prohibit cigarette advertising and promotion and to
increase taxes on cigarettes. Those restrictions are, in some cases, more
onerous than restrictions imposed in the United States. Due to Liggett's lack of
foreign operations and minimal export sales to foreign countries, the risks of
foreign limitations or restrictions on the sale of cigarettes are limited to
entry barriers into additional foreign markets and the inability to expand the
existing markets.
The cigarette industry continues to be challenged on numerous fronts.
The industry is facing increased pressure from anti-smoking groups and an
increase in smoking and health litigation, including private class action
litigation and health care cost recovery actions brought by governmental
entities and other third parties, the effects of which, at this time, we are
unable to evaluate. As of December 31, 2002, there were approximately 305
individual suits, approximately 39 purported class actions or actions where
class certification has been sought and approximately 46 governmental and other
third-party payor health care recovery actions pending in the United States in
which Liggett was a named defendant. In addition to these cases, during 2000, an
action against cigarette manufacturers involving approximately 1,260 named
individual plaintiffs was consolidated before a single West Virginia state
12
court. Liggett is a defendant in most of the cases pending in West Virginia.
These cases are referred to herein as though commenced against Liggett (without
regard to whether such cases were actually commenced against Liggett or against
Brooke Group Holding, our predecessor, and a wholly-owned subsidiary of VGR
Holding). The plaintiffs' allegations of liability in those 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, 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 and violations of deceptive trade
practice laws, the Federal Racketeer Influenced and Corrupt Organization Act,
state racketeering 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. Defenses raised by defendants in these cases include lack
of proximate cause, assumption of the risk, comparative fault and/or
contributory negligence, lack of design defect, statutes of limitations,
equitable defenses such as "unclean hands" and lack of benefit, failure to state
a claim and federal preemption.
The claims asserted in the health care cost recovery actions vary. In
most of these cases, plaintiffs assert the equitable claim that the tobacco
industry was "unjustly enriched" by plaintiffs' payment of health care costs
allegedly attributable to smoking and seek reimbursement of those costs. Other
claims made by some but not all plaintiffs 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.
In September 1999, the United States government commenced litigation
against Liggett and the other tobacco companies in the United States District
Court for the District of Columbia. The action seeks to recover an unspecified
amount of health care costs paid for and furnished, and to be paid for and
furnished, by the Federal Government for lung cancer, heart disease, emphysema
and other smoking-related illnesses allegedly caused by the fraudulent and
tortious conduct of defendants, to restrain defendants and co-conspirators from
engaging in fraud and other unlawful conduct in the future, and to compel
defendants to disgorge the proceeds of their unlawful conduct. The complaint
alleges that such costs total more than $20 billion annually. The action asserts
claims under three Federal statutes: the Medical Care Recovery Act, the Medicare
Secondary Payer provisions of the Social Security Act and RICO. In December
1999, Liggett filed a motion to dismiss the lawsuit on numerous grounds,
including that the statutes invoked by the government do not provide a basis for
the relief sought. In September 2000, the court dismissed the government's
claims based on the Medical Care Recovery Act and the Medicare Secondary Payor
provisions, and the court reaffirmed its decision in July 2001. In the September
2000 ruling, the court also determined not to dismiss the government's claims
based on RICO, under which the government continues to seek court relief to
restrain the defendant tobacco companies from allegedly engaging in fraud and
other unlawful conduct and to compel disgorgement.
In June 2001, the United States Attorney General assembled a team of
three Department of Justice lawyers to work on a possible settlement of the
federal lawsuit. The government lawyers met with representatives of the tobacco
industry, including Liggett, in July 2001. No settlement was reached, and no
further meetings are planned. In a January 2003 filing with the court, the
government alleged that disgorgement by defendants of approximately $289 billion
is an appropriate remedy in the case. Discovery in the case has commenced, and
trial has been scheduled for September 2004.
Approximately 38 purported state and federal class action complaints
have been filed against the cigarette manufacturers for alleged antitrust
violations, including Liggett and Brooke Group Holding. The actions allege that
the cigarette manufacturers have engaged in a nationwide and international
conspiracy to fix the price of cigarettes in violation of state and federal
antitrust laws. Plaintiffs allege that defendants' price-fixing conspiracy
raised the price of cigarettes above a competitive level. Plaintiffs in the 31
state actions purport to represent classes of indirect purchasers of cigarettes
in 16 states; plaintiffs in the seven federal actions purport to represent a
13
nationwide class of wholesalers who purchased cigarettes directly from the
defendants. The federal class actions have been consolidated and, in July 2000,
plaintiffs in the federal consolidated action filed a single consolidated
complaint that did not name Liggett or Brooke Group Holding as defendants,
although Liggett has complied with discovery requests. The court granted
defendants' motion for summary judgment in the consolidated federal cases in
July 2002, which decision has been appealed by plaintiffs to the U.S. Court of
Appeals for the Eleventh Circuit. Oral argument is scheduled for April 2003.
State court cases have been dismissed in Arizona, which is currently on appeal,
and in New York and Florida. Class certification has been denied by courts in
Minnesota and Michigan. A Kansas court granted class certification in November
2001, and the trial in that case is currently scheduled to commence in October
2003. Liggett is one of the defendants in the Kansas case.
In 1996, 1997 and 1998, Brooke Group Holding and Liggett entered into
settlements of smoking-related litigation with the Attorneys General of 45
states and territories. The settlements released Brooke Group Holding and
Liggett from all smoking-related claims, including claims for health care cost
reimbursement and claims concerning sales of cigarettes to minors.
In November 1998, Philip Morris, RJR, Brown & Williamson, Lorillard and
Liggett entered into the Master Settlement Agreement with 46 states, the
District of Columbia, Puerto Rico, Guam, the United States Virgin Islands,
American Samoa and the Northern Marianas to settle the asserted and unasserted
health care cost recovery and certain other claims of those settling
jurisdictions. As described above, Brooke Group Holding and Liggett had previous
settlements with a number of these settling states. The Master Settlement
Agreement has received final judicial approval in each of the 52 settling
jurisdictions.
Liggett has no payment obligations under the Master Settlement
Agreement unless its market share exceeds a base share of 125% of its 1997
market share, or approximately 1.65% of total cigarettes sold in the United
States. As a result of the Medallion acquisition on April 1, 2002, Vector
Tobacco has no payment obligations under the MSA except to the extent its market
share exceeds a base amount of approximately 0.28% of total cigarettes sold in
the United States. During 1999 and 2000, Liggett's market share did not exceed
the base amount. Based on published industry sources, domestic shipments by
Liggett and Vector Tobacco accounted for 2.2% of the total cigarettes shipped in
the United States during 2001 and 2.5% during 2002. On April 15 of any year
following a year in which Liggett's and Vector Tobacco's market shares exceed
their base shares, Liggett and Vector Tobacco will pay on each excess unit an
amount equal (on a per-unit basis) to that paid during such following year by
the original participating manufacturers under the annual and strategic
contribution payment provisions of the Master Settlement Agreement, subject to
applicable adjustments, offsets and reductions. In April 2002, Liggett and
Vector Tobacco paid a total of $31.1 million for their 2001 MSA obligations.
Liggett and Vector Tobacco have expensed $35.4 million for their estimated
Master Settlement Agreement obligations for 2002 as part of cost of goods sold.
Under the annual and strategic contribution payment provisions of the Master
Settlement Agreement, the original participating manufacturers (and Liggett and
Vector Tobacco to the extent their market shares exceed their base shares) are
required to pay the following annual amounts (subject to certain adjustments):
YEAR AMOUNT
- ---- ------
2003..................................... $6.5 billion
2004 - 2007.............................. $8.0 billion
2008 - 2017.............................. $8.1 billion
2018 and each year thereafter........... $9.0 billion
These annual payments will be allocated based on relative unit volume
of domestic cigarette shipments. The payment obligations under the Master
Settlement Agreement are the several, and not joint, obligations of each
participating manufacturer and are not the responsibility of any parent or
affiliate of a participating manufacturer.
14
The Master Settlement Agreement replaces Liggett's prior settlements
with all states and territories except for Florida, Mississippi, Texas and
Minnesota. Each of the states of Florida, Mississippi, Texas and Minnesota,
prior to the effective date of the Master Settlement Agreement, negotiated and
executed settlement agreements with each of the other major tobacco companies
separate from those settlements reached previously with Liggett. Because these
states' settlement agreements with Liggett provided for "most favored nation"
protection for both Brooke Group Holding and Liggett, any payments due these
states by Liggett (with certain possible exceptions) have been eliminated.
In May 1994, an action entitled ENGLE, ET AL. V. R.J. REYNOLDS TOBACCO
COMPANY, ET AL., Circuit Court, Eleventh Judicial Circuit, Dade County, Florida,
was filed against Liggett and others. The class consists of all Florida
residents and citizens, and their survivors, who have suffered, presently suffer
or have died from diseases and medical conditions caused by their addiction to
cigarettes that contain nicotine. Phase I of the trial commenced in July 1998
and in July 1999, the jury returned the Phase I verdict. The Phase I verdict
concerned certain issues determined by the trial court to be "common" to the
causes of action of the plaintiff class. Among other things, the jury found
that: smoking cigarettes causes 20 diseases or medical conditions, cigarettes
are addictive or dependence producing, defective and unreasonably dangerous,
defendants made materially false statements with the intention of misleading
smokers, defendants concealed or omitted material information concerning the
health effects and/or the addictive nature of smoking cigarettes and agreed to
misrepresent and conceal the health effects and/or the addictive nature of
smoking cigarettes, and defendants were negligent and engaged in extreme and
outrageous conduct or acted with reckless disregard with the intent to inflict
emotional distress. The jury also found that defendants' conduct "rose to a
level that would permit a potential award or entitlement to punitive damages."
The court decided that Phase II of the trial, which commenced November 1999,
would be a causation and damages trial for three of the class representatives
and a punitive damages trial on a class-wide basis, before the same jury that
returned the verdict in Phase I. On April 7, 2000, the jury awarded compensatory
damages of $12.7 million to the three plaintiffs, to be reduced in proportion to
the respective plaintiff's fault. The jury also decided that the claim of one of
the plaintiffs, who was awarded compensatory damages of $5.8 million, was not
timely filed. On July 14, 2000, the jury awarded approximately $145 billion in
the punitive damages portion of Phase II against all defendants including $790
million against Liggett. The court entered a final order of judgment against the
defendants on November 6, 2000. The court's final judgment also denied various
of defendants' post-trial motions, which included a motion for new trial and a
motion seeking reduction of the punitive damages award. Liggett intends to
pursue all available post-trial and appellate remedies. Oral argument before
Florida's Third District Court of Appeals was held in November 2002. An opinion
from this intermediate appellate court is expected in 2003. If this verdict is
not eventually reversed on appeal, or substantially reduced by the court, it
will have a material adverse effect on Vector. Phase III of the trial will be
conducted before separate juries to address absent class members' claims,
including issues of specific causation and other individual issues regarding
entitlement to compensatory damages.
Management is not able to predict the outcome of the litigation pending
against Brooke Group Holding or Liggett. Litigation is subject to many
uncertainties. An unfavorable verdict was returned in the first phase of the
ENGLE smoking and health class action trial pending in Florida. In July 2000,
the jury awarded $790 million in punitive damages against Liggett in the second
phase of the trial, and the court has entered an order of final judgment.
Liggett intends to pursue all available post-trial and appellate remedies. If
this verdict is not eventually reversed on appeal, or substantially reduced by
the court, it will have a material adverse effect on us. Liggett has filed the
$3.45 million bond required under the bonding statute enacted in 2000 by the
15
Florida legislature which limits the size of any bond required, pending appeal,
to stay execution of a punitive damages verdict. On May 7, 2001, Liggett reached
an agreement with the class in the ENGLE case, which will provide assurance to
Liggett that the stay of execution, currently in effect pursuant to the Florida
bonding statute, will not be lifted or limited at any point until completion of
all appeals, including to the United States Supreme Court. As required by the
agreement, Liggett paid $6.27 million into an escrow account to be held for the
benefit of the ENGLE class, and released, along with Liggett's existing $3.45
million statutory bond, to the court for the benefit of the class upon
completion of the appeals process, regardless of the outcome of the appeal. As a
result, we recorded a $9.7 million pre-tax charge to the consolidated statement
of operations for the year ended December 31, 2001. In June 2002, the jury in an
individual case brought under the third phase of the ENGLE case awarded $37.5
million of compensatory damages against Liggett and two other defendants and
found Liggett 50% responsible for the damages. The verdict will be subject to
the outcome of the ENGLE appeal. It is possible that additional cases could be
decided unfavorably and that there could be further adverse developments in the
ENGLE case. Management cannot predict the cash requirements related to any
future settlements and judgments, including cash required to bond any appeals,
and there is a risk that those requirements will not be able to be met. An
unfavorable outcome of a pending smoking and health case could encourage the
commencement of additional similar litigation. Management is unable to make a
meaningful estimate with respect to the amount or range of loss that could
result from an unfavorable outcome of the cases pending against Brooke Group
Holding or Liggett or the costs of defending such cases. The complaints filed in
these cases rarely detail alleged damages. Typically, the claims set forth in an
individual's complaint against the tobacco industry pray for money damages in an
amount to be determined by a jury, plus punitive damages and costs. These damage
claims are typically stated as being for the minimum necessary to invoke the
jurisdiction of the court.
It is possible that our consolidated financial position, results of
operations or cash flows could be materially adversely affected by an
unfavorable outcome in any such smoking-related litigation.
Liggett's management is unaware of any material environmental
conditions affecting its existing facilities. Liggett's management believes that
current operations are conducted in accordance with all environmental laws and
regulations. Compliance with federal, state and local provisions regulating the
discharge of materials into the environment, or otherwise relating to the
protection of the environment, have not had a material effect on the capital
expenditures, earnings or competitive position of Liggett.
Liggett's management believes that it is in compliance in all material
respects with the laws regulating cigarette manufacturers.
See Note 15 to our consolidated financial statements, which contains a
description of legislation, regulation and litigation and of the Master
Settlement Agreement and Brooke Group Holding's and Liggett's other settlements.
LIGGETT-DUCAT LTD.
In August 2000, Brooke (Overseas) Ltd., a wholly-owned subsidiary of
VGR Holding, completed the sale of all of the membership interests of Western
Tobacco Investments LLC to Gallaher Overseas (Holdings) Ltd. Brooke (Overseas)
held its 99.9% equity interest in Liggett-Ducat Ltd., a Russian joint stock
company, through its subsidiary Western Tobacco Investments LLC. Liggett-Ducat,
one of Russia's leading cigarette producers since 1892, produced or had rights
to produce 26 different brands of cigarettes, including Russian brands such as
Pegas, Prima, Novosti and Belomorkanal, and American blend cigarettes under the
names Dukat and LD.
The purchase price for the sale consisted of $334.1 million in cash and
$64.4 million in assumed debt and capital commitments. The proceeds generated
from the sale were divided among Brooke (Overseas) and Western Realty
Development LLC, a joint venture of New Valley and Apollo Real Estate Investment
Fund III, L.P., in accordance with the terms of the participating loan. Of the
net cash proceeds from the transaction, Brooke (Overseas) received $197.1
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million, New Valley received $57.2 million and Apollo received $68.3 million. We
recorded a gain of $161 million (including our share of New Valley's gain), net
of income taxes and minority interests, in connection with the sale in 2000.
NEW VALLEY CORPORATION
GENERAL. New Valley, a Delaware corporation, is engaged in the real
estate business and is seeking to acquire additional operating companies. New
Valley owns, through its New Valley Realty Division, two commercial office
buildings in Princeton, N.J. and a 50% interest in the former Kona Surf Hotel in
Kailua-Kona, Hawaii. New Valley also holds a 50% interest in Montauk Battery
Realty LLC, which owns the largest residential brokerage company in the New York
metropolitan area. In December 2001, New Valley completed the distribution to
its stockholders of its shares in Ladenburg Thalmann Financial Services Inc.,
its former majority-owned subsidiary engaged in the investment banking and
brokerage business. New Valley (NASDAQ: NVAL) is registered under the Securities
Exchange Act of 1934 and files periodic reports and other information with the
SEC.
As of March 21, 2003 VGR Holding holds, either directly or indirectly
through VGR Holding's wholly-owned subsidiary, New Valley Holdings, Inc.,
approximately 58.0% of the common shares of New Valley.
New Valley was originally organized under the laws of New York in 1851
and operated for many years under the name "Western Union Corporation". In 1991,
bankruptcy proceedings were commenced against New Valley. In January 1995, New
Valley emerged from bankruptcy. As part of the plan of reorganization, New
Valley sold the Western Union money transfer and messaging services businesses
and all allowed claims in the bankruptcy were paid in full.
In October 1999, New Valley's board of directors authorized the
repurchase of up to 2,000,000 common shares from time to time in the open market
or in privately negotiated transactions. As of December 31, 2002, New Valley had
repurchased 867,043 shares for approximately $3.3 million.
PLAN OF RECAPITALIZATION. New Valley consummated a plan of
recapitalization on June 4, 1999, following approval by New Valley's
stockholders. Pursuant to the plan of recapitalization:
o each $15.00 Class A senior preferred share ($100 liquidation) was
reclassified into 20 Common Shares and one Warrant exercisable for
five years,
o each $3.00 Class B preferred share was reclassified into 1/3 of a
common share and five warrants, and
o each outstanding common share was reclassified into 1/10 of a common
share and 3/10 of a warrant.
The recapitalization had a significant effect on New Valley's financial
position and results of operations. As a result of the exchange of the
outstanding preferred shares for common shares and warrants in the
recapitalization, New Valley's stockholders' equity increased by $343.4 million
from the elimination of the carrying value and dividend arrearages on the
redeemable preferred stock. Furthermore, the recapitalization resulted in the
elimination of the on-going dividend accruals on the existing redeemable
preferred shares of New Valley, as well as the redemption obligation for the
Class A preferred shares in January 2003. Also as a result of the
recapitalization, the number of outstanding common shares more than doubled, and
17
additional common shares were reserved for issuance upon exercise of the
warrants, which have an initial exercise price of $12.50 per common share. In
addition, we increased our ownership of the common shares from 42.3% to 55.1%,
and its total voting power from 42% to 55.1%. We currently own approximately 58%
of New Valley's common shares. If all outstanding warrants were exercised, the
percentage of the common shares that we own would decline to approximately 40%.
BUSINESS STRATEGY. Following the distribution of the Ladenburg Thalmann
Financial Services shares in 2001 and asset dispositions in Russia in December
2001 and April 2002 (discussed below), New Valley is engaged in the real estate
business and holds a significant amount of cash and other investments. The
business strategy of New Valley is to continue to operate its real estate
business and to acquire operating companies through merger, purchase of assets,
stock acquisition or other means, or to acquire control of operating companies
through one of such means. In the interim, New Valley's cash and investments
(aggregating approximately $96 million at December 31, 2002) are available for
general corporate purposes, including for acquisition purposes.
As a result of the distribution of the Ladenburg Thalmann Financial
Services shares, New Valley's broker-dealer operations, which were the primary
source of New Valley's revenues between May 1995 and December 2001, have been
treated as discontinued operations in its accompanying consolidated financial
statements. See "Discontinued Operations - Broker-Dealer".
NEW VALLEY REALTY DIVISION
ACQUISITION OF OFFICE BUILDINGS. On December 13, 2002, New Valley
completed the acquisition of two commercial office buildings in Princeton, N.J.
for an aggregate purchase price of $54 million. New Valley purchased the two
adjacent office buildings, located at 100 and 150 College Road West, from 100
College Road, LLC, an entity affiliated with Patrinely Group LLC and Apollo Real
Estate Investment Fund III, L.P. The two buildings were constructed in July 2000
and June 2001 and have a total of approximately 225,000 square feet of rentable
space.
New Valley acquired a fee simple interest in each office building
(subject to certain rights of existing tenants) and in the underlying land for
each property. Space in the office buildings is leased to commercial tenants
and, as of December 31, 2002, the office buildings were approximately 98%
occupied.
To finance a portion of the purchase price for the office buildings, on
the closing date, New Valley borrowed $40.5 million from HSBC Realty Credit
Corporation (USA). The loan has a term of four years, bears interest at a
floating rate of 2% above LIBOR, and is collateralized by a first mortgage on
the office buildings, as well as by an assignment of leases and rents. Principal
is amortized to the extent of $53,635 per month during the term of the loan. The
loan may be prepaid without penalty and is non-recourse against New Valley,
except for various specified environmental and related matters, misapplications
of tenant security deposits and insurance and condemnation proceeds, and fraud
or misrepresentation by New Valley in connection with the indebtedness.
Concurrently with the acquisition of the office buildings, New Valley
engaged a property-management affiliate of Patrinely Group LLC that had
previously managed the office buildings to act as the property manager for the
office buildings. The agreement has a one-year term, but may be terminated by
New Valley on 30 days' notice without cause or economic penalty (other than the
payment of one month's management fee).
HAWAIIAN HOTEL. In July 2001, Koa Investors, LLC, an entity owned by
New Valley, developer Brickman Associates and other investors, acquired the
leasehold interests in the former Kona Surf Hotel in Kailua-Kona, Hawaii in a
foreclosure proceeding. New Valley, which holds a 50% interest in Koa Investors,
has invested $5.9 million in the project and was required to make additional
investments of up to an aggregate of $6.6 million at December 31, 2002. New
Valley accounts for its investment in Koa Investors under the equity method and
recorded losses of $1.3 million in 2002 associated with the Kona Surf Hotel.
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The hotel is located on a 20-acre tract, which is leased under two
ground leases with Kamehameha Schools, the largest private land owner in Hawaii.
In December 2002, Koa Investors and Kamehameha amended the leases to provide for
significant rent abatements over the next ten years and extended the remaining
term of the leases from 33 years to 65 years. In addition, Kamehameha granted
Koa Investors various right of first offer opportunities to develop adjoining
resort sites.
Koa Investors is presently negotiating with Starwood Hotels and Resorts
Worldwide, Inc. to reopen the hotel as the Sheraton Keauhou Resort, a three star
family resort with approximately 530 rooms. Proposed improvements to the
property would include comprehensive room enhancements, construction of a fresh
water 13,000 square foot fantasy pool, lobby and entrance improvements, a new
gym and beachfront spa, retail stores and new restaurants. A 20,000 square foot
convention center, wedding chapel and other revenue producing amenities would
also be restored.
Koa Investors estimates that the cost of the hotel's renovation will be
approximately $45 million. Preliminary development is underway and, subject to
completing the necessary financing arrangements, the reopening of the hotel is
scheduled for late 2004. A predevelopment credit line of $5 million was obtained
in 2002 from a Taiwanese lender. Koa Investors is currently in discussion with
the lender to finance the planned renovation. However, no assurance can be given
that such financing will be available on terms acceptable to Koa Investors.
SALES OF SHOPPING CENTERS. In February 2001, New Valley sold its Royal
Palm Beach, Florida shopping center for $9.5 million before closing adjustments
and expenses and recorded a gain of $0.9 million on the sale. In May 2002, New
Valley disposed of its remaining shopping center in Kanawha, West Virginia and
recorded a gain of approximately $0.6 million for the year ended December 31,
2002, which represented the shopping center's negative book value, in connection
with the disposal. No proceeds were received in the disposal.
MONTAUK BATTERY REALTY LLC. During 2000 and 2001, New Valley acquired
for approximately $1.7 million a 37.2% ownership interest in B&H Associates of
NY, doing business as Prudential Long Island Realty, the largest independently
owned and operated real estate brokerage company on Long Island, and a minority
interest in an affiliated mortgage company. On December 19, 2002, New Valley and
the other owners of Prudential Long Island Realty contributed their interests in
Prudential Long Island Realty to Montauk Battery Realty LLC, a newly formed
entity. New Valley acquired a 50% interest in Montauk as a result of an
additional investment of approximately $1.4 million by New Valley and the
redemption by Prudential Long Island Realty of various ownership interests. As
part of the transaction, Prudential Long Island Realty renewed its franchise
agreement with The Prudential Real Estate Affiliates, Inc. for an additional
ten-year term. The owners of Montauk also agreed, subject to receipt of any
required regulatory approvals, to contribute to Montauk their interests in the
related mortgage company. New Valley accounts for its interest in Montauk on the
equity method and recorded income of $0.6 million in 2002 associated with
Montauk.
On March 14, 2003, Montauk purchased the leading New York City-based
residential brokerage firm, Insignia Douglas Elliman, and an affiliated property
management company, for $71.25 million. As a result of the acquisition,
Montauk's brokerage operations, to be known as Prudential Douglas Elliman, will
be the largest residential brokerage company in the New York metropolitan area.
New Valley invested an additional $9.5 million in subordinated debt and equity
of Montauk to help fund the acquisition.
RUSSIAN REAL ESTATE
BROOKEMIL LTD. In January 1997, New Valley purchased BrookeMil Ltd.
from Brooke (Overseas) Ltd., an indirect wholly-owned subsidiary of ours.
BrookeMil, which was engaged in the real estate development business in Moscow,
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Russia, was the developer of a three-phase complex on 2.2 acres of land in
downtown Moscow, for which it had a 49-year lease. In 1993, the first phase of
the project, Ducat Place I, a 46,500 sq. ft. Class-A office building, was
successfully built and leased. In April 1997, BrookeMil sold Ducat Place I to
one of its tenants, Citibank. In 1997, BrookeMil completed construction of Ducat
Place II, a premier 150,000 sq. ft. office building. Ducat Place II was leased
to a number of leading international companies and was one of the leading modern
office buildings in Moscow due to its design and full range of amenities. The
third phase, Ducat Place III, had been planned as an office tower. BrookeMil was
also engaged in the acquisition and preliminary development of the Kremlin sites
in Moscow.
WESTERN REALTY DEVELOPMENT. In February 1998, New Valley and Apollo
Real Estate Investment Fund III, L.P. organized Western Realty Development LLC
to make real estate investments in Russia. New Valley contributed the real
estate assets of BrookeMil, including the Ducat Place II office building and the
adjoining site for the proposed development of Ducat Place III, to Western
Realty Development, and Apollo contributed $73.3 million, including the
investment in Western Realty Repin LLC discussed below.
Western Realty Development made a $30 million participating loan to
Western Tobacco Investments LLC which held Brooke (Overseas)'s interest in
Liggett-Ducat Ltd., which was engaged in the tobacco business in Russia. In
August 2000, Western Tobacco Investments was sold to Gallaher Group Plc and the
proceeds were divided between us and Western Realty Development in accordance
with the terms of the participating loan, which was terminated at the closing.
Through their investments in Western Realty Development, New Valley received
$57.2 million in cash proceeds from the sale and Apollo received $68.3 million.
New Valley recorded a gain of $52.5 million in connection with the transaction
in 2000.
On December 21, 2001, Western Realty Development sold to Andante
Limited, a Bermuda company, all of the membership interests in its subsidiary
Western Realty Investments LLC, the entity through which Western Realty
Development owned Ducat Place II and the adjoining Ducat Place III site. The
purchase price for the sale was approximately $42 million including the
assumption of mortgage debt and payables. Of the net cash proceeds from the
sale, New Valley received approximately $22 million, and Apollo received
approximately $9.5 million. New Valley recorded a loss of approximately $21.8
million in connection with the sale in 2001.
WESTERN REALTY REPIN. In June 1998, New Valley and Apollo organized
Western Realty Repin to make a loan to BrookeMil. The proceeds of the loan were
used by BrookeMil for the acquisition and preliminary development of the Kremlin
sites, two adjoining sites totaling 10.25 acres located on the Sofiskaya
Embankment of the Moscow River. The sites are directly across the river from the
Kremlin and have views of the Kremlin walls, towers and nearby church domes. The
Kremlin sites were planned for development as a residential and hotel complex,
subject to market conditions and the availability of financing.
On April 30, 2002, New Valley sold the shares of BrookeMil for
approximately $22 million before closing expenses. BrookeMil owned the two
Kremlin sites in Moscow, which were New Valley's remaining real estate holdings
in Russia. Under the terms of the Western Realty Repin participating loan to
BrookeMil, New Valley received approximately $7.5 million of the net proceeds
from the sale and Apollo received approximately $12.5 million of the proceeds.
New Valley recorded a gain on the sale of real estate of approximately $8.5
million for the year ended December 31, 2002 in connection with the sale.
DISCONTINUED OPERATIONS - BROKER-DEALER. In May 1995, a subsidiary of
New Valley acquired all of the outstanding shares of common stock and other
equity interests of Ladenburg Thalmann & Co. Inc. for $25.8 million, net of cash
acquired. Ladenburg Thalmann & Co. is a full service broker-dealer, which has
been a member of the New York Stock Exchange since 1876.
20
In December 1999, New Valley completed the sale of a 19.9% interest in
Ladenburg Thalmann & Co. to Berliner Effektengesellschaft AG, a German public
financial holding company. New Valley received $10.2 million in cash and
Berliner shares valued in accordance with the purchase agreement.
On May 7, 2001, GBI Capital Management Corp. acquired all of the
outstanding common stock of Ladenburg Thalmann & Co., and the name of GBI was
changed to Ladenburg Thalmann Financial Services Inc. New Valley received
18,598,098 shares, $8.01 million in cash and $8.01 million principal amount of
senior convertible notes due December 31, 2005. The notes issued to New Valley
bear interest at 7.5% per annum and are convertible into 3,844,216 shares of
Ladenburg Thalmann Financial Services common stock. Upon closing, New Valley
also acquired an additional 3,945,060 shares of Ladenburg Thalmann Financial
Services from the former Chairman of Ladenburg Thalmann Financial Services for
$1.00 per share. Following completion of the transactions, New Valley owned
53.6% and 49.5% of the common stock of Ladenburg Thalmann Financial Services, on
a basic and fully diluted basis, respectively. Ladenburg Thalmann Financial
Services (AMEX: LTS) is registered under the Securities Act of 1934 and files
periodic reports and other information with the SEC.
To provide the funds for the acquisition of the common stock of
Ladenburg Thalmann & Co., Ladenburg Thalmann Financial Services borrowed $10
million from Frost-Nevada, Limited Partnership and issued to Frost-Nevada $10
million principal amount of 8.5% senior convertible notes due December 31, 2005.
The notes issued to the Ladenburg Thalmann & Co. stockholders and to
Frost-Nevada are secured by a pledge of the Ladenburg Thalmann & Co. stock. In
June 2002, New Valley, Berliner and Frost-Nevada agreed with Ladenburg Thalmann
Financial Services to forbear until May 15, 2003 payment of the interest due to
them under the convertible notes on the interest payment dates commencing June
30, 2002 through March 31, 2003. In March 2003, the holders of the convertible
notes agreed to extend the interest forbearance period to January 15, 2005 with
respect to interest payments due through December 31, 2004. Interest on the
deferred amounts accrues at 8% on the New Valley and Berliner notes and 9% on
the Frost-Nevada note.
The actual number of shares of common stock issued to the former
Ladenburg Thalmann & Co. stockholders may be further increased and the
conversion prices of the senior convertible notes may be further decreased on or
about May 7, 2003, pending a final resolution of Ladenburg Thalmann Financial
Services' pre-closing litigation adjustments.
On November 30, 2001, New Valley announced that it would distribute its
22,543,158 shares of Ladenburg Thalmann Financial Services common stock to
holders of New Valley common shares through a special dividend. On the same
date, we announced that we would, in turn, distribute the 12,694,929 shares of
Ladenburg Thalmann Financial Services common stock that we would receive from
New Valley to the holders of our common stock as a special dividend. The special
dividends were accomplished through pro rata distributions of the Ladenburg
Thalmann Financial Services shares, paid on December 20, 2001 to holders of
record as of December 10, 2001. New Valley stockholders received 0.988 of a
Ladenburg Thalmann Financial Services share for each share of New Valley, and
our stockholders received 0.348 of a Ladenburg Thalmann Financial Services share
for each share of ours.
Following the distribution, New Valley continues to hold the $8.01
million principal amount of Ladenburg Thalmann Financial Services' senior
convertible notes and a warrant to purchase 100,000 shares of its common stock
at $1.00 per share.
In March 2002, Ladenburg Thalmann Financial Services borrowed $2.5
million from New Valley. The loan, which bears interest at 1% above the prime
rate, was due on the earlier of December 31, 2003 or the completion of one or
more equity financings where Ladenburg Thalmann Financial Services receives at
least $5.0 million in total proceeds. In July 2002, Ladenburg Thalmann Financial
Services borrowed an additional $2.5 million from New Valley on the same terms.
21
In November 2002, New Valley agreed, in connection with a $3.5 million loan to
Ladenburg Thalmann Financial Services by an affiliate of its clearing broker, to
extend the maturity of the notes to December 31, 2006 and to subordinate the
notes to the repayment of the loan.
During 2002, Ladenburg Thalmann Financial Services incurred significant
operating losses as its revenues and liquidity were adversely affected by the
overall declines in the U.S. equity markets and the continued weak operating
environment for the broker-dealer industry. Accordingly, New Valley evaluated
its ability to collect its notes receivable and related interest from Ladenburg
Thalmann Financial Services at September 30, 2002. These notes receivable
included the $5 million of notes issued in March 2002 and July 2002 and the
$8.01 million convertible note issued to New Valley in May 2001. Management
determined, based on current trends in the broker-dealer industry and Ladenburg
Thalmann Financial Services' operating results and liquidity needs, that a
reserve for uncollectibility should be established against these notes and
interest receivable. As a result, New Valley recorded a charge of $13.2 million
in the third quarter of 2002.
On October 8, 2002, Ladenburg Thalmann Financial Services borrowed an
additional $2 million from New Valley. The loan, which bore interest at 1% above
the prime rate, was repaid in December 2002 with the proceeds from the loan to
Ladenburg Thalmann Financial Services from an affiliate of its clearing broker.
Howard M. Lorber, Bennett S. LeBow and Richard J. Lampen, executive
officers and directors of New Valley, and Victor M. Rivas and Henry C.
Beinstein, directors of New Valley, also serve as directors of Ladenburg
Thalmann Financial Services. Mr. Rivas also serves as President and CEO of
Ladenburg Thalmann Financial Services. J. Bryant Kirkland III, New Valley's Vice
President, Treasurer and Chief Financial Officer, served as Chief Financial
Officer of Ladenburg Thalmann Financial Services from June 2001 to October 2002.
Messrs. LeBow and Lorber serve as executive officers and directors, and Mr.
Lampen serves as an executive officer, of us, and Robert J. Eide, a director of
Ladenburg Thalmann Financial Services, serves as a director of ours.
Following December 20, 2001, holders of New Valley's outstanding
warrants are entitled, upon exercise of a warrant and payment of the $12.50
exercise price per warrant, to receive a common share of New Valley and a cash
payment of $1.20, an amount equal to 0.988 of the current market price of a
share of Ladenburg Thalmann Financial Services common stock on December 20,
2001. The current market price was determined based on the average daily closing
prices for a share of Ladenburg Thalmann Financial Services common stock for the
15 consecutive trading days commencing 20 trading days before December 20, 2001.
OTHER INVESTMENTS. On January 15, 2003, New Valley announced it had
reached an agreement in principal with Globalstar L.P., pursuant to which New
Valley would invest $55 million as part of a plan of reorganization of
Globalstar. Globalstar, which is currently in bankruptcy, is engaged in the
global mobile satellite telecommunications services business. On January 30,
2003, New Valley announced that the agreement in principle had terminated due to
New Valley's inability to reach final agreement with Globalstar's Creditors
Committee. New Valley has had continuing discussions with Globalstar regarding a
proposed investment in its business.
At December 31, 2002, New Valley owned approximately 48% of the
outstanding shares of CDSI Holdings, Inc., which completed an initial public
offering in May 1997. CDSI holds a minority interest in a marketing services
company that provides direct mail and telemarketing services.
As of December 31, 2002, New Valley's long-term investments consisted
primarily of investments in limited partnerships and limited liability companies
of $3.2 million. New Valley is also required to make an additional investment in
one of these limited partnerships of up to $983,000 at December 31, 2002.
22
EMPLOYEES
At January 1, 2003, we had approximately 1,106 employees, of whom
approximately 300 were employed by Liggett, approximately 291 were employed by
Vector Tobacco and Vector Research and approximately 497 were employed by
Liggett Vector Brands. Approximately 20% of our employees are hourly employees
who are represented by unions. We have not experienced any significant work
stoppages since 1977, and we believe that relations with our employees and their
unions are satisfactory.
AVAILABLE INFORMATION
We file annual, quarterly and current reports, proxy statements and
other information with the Securities and Exchange Commission. These filings are
available to the public over the Internet at the SEC's web site at
http://www.sec.gov. You may also read and copy any document that we file at the
SEC's public reference room located at 450 Fifth Street, NW, Washington, DC
20549. Please call the SEC at 1-800-SEC-0330 for further information on the
public reference room.
We currently do not have a corporate Internet website and, accordingly,
cannot make our SEC filings available in this manner. However, you may request a
copy of our SEC filings, including Exhibit 99.1, Material Legal Proceedings, to
this Form 10-K, at no cost by writing, telephoning or faxing us as follows:
Vector Group Ltd.
100 S.E. Second Street, 32nd Floor
Miami, Florida 33131
Attn: Investor Relations
Telephone: (305) 579-8000
Fax: (305) 579-8016
23
RISK FACTORS
WE AND OUR SUBSIDIARIES HAVE A SUBSTANTIAL AMOUNT OF INDEBTEDNESS
We and our subsidiaries have significant indebtedness and debt service
obligations. At December 31, 2002, we and our subsidiaries had total outstanding
indebtedness of $338.3 million. In addition, subject to the terms of any future
agreements, we and our subsidiaries will be able to incur additional
indebtedness in the future. There is a risk that we will not be able to generate
sufficient funds to repay our debt. If we cannot service our fixed charges, it
would significantly harm us and the value of our common stock.
WE ARE A HOLDING COMPANY AND DEPEND ON CASH PAYMENTS FROM SUBSIDIARIES WHICH ARE
SUBJECT TO CONTRACTUAL AND OTHER RESTRICTIONS
We are a holding company and have no operations of our own. We hold our
interests in our various businesses through our wholly-owned subsidiary, VGR
Holding. In addition to our own cash resources, our ability to pay interest on
our convertible notes and to pay dividends on our common stock depends on the
ability of VGR Holding to make cash available to us. The purchase agreement for
the VGR Holding 10% senior secured notes due 2006 contains covenants which limit
the ability of VGR Holding to make distributions to us to 50% of VGR Holding's
net income, unless VGR Holding holds cash of $75 million after giving effect to
the payment of the distribution. VGR Holding's ability to pay dividends to us
depends primarily on the ability of Liggett, our wholly owned subsidiary, and
New Valley, in which we indirectly hold an approximately 58% interest, to
generate cash and make it available to VGR Holding. Liggett's revolving credit
agreement prohibits Liggett from paying cash dividends to VGR Holding unless
Liggett's borrowing availability exceeds $5 million for the thirty days prior to
payment of the dividend, and immediately after giving effect to the dividend,
and it is in compliance with the covenants in the credit facility, including an
adjusted net worth and working capital requirement.
As the controlling New Valley stockholder, we must deal fairly with New
Valley, which may limit its ability to enter into transactions with New Valley
that result in the receipt of cash from New Valley and to influence New Valley's
dividend policy. In addition, since we indirectly own only approximately 58% of
the common shares of New Valley, a significant portion of any cash and other
assets distributed by New Valley will be received by persons other than us and
our subsidiaries.
Our receipt of cash payments, as dividends or otherwise, from our
subsidiaries is an important source of our liquidity and capital resources. If
we do not have sufficient cash resources of our own and do not receive payments
from our subsidiaries in an amount sufficient to repay our debts, we must obtain
additional funds from other sources. There is a risk that we will not be able to
obtain additional funds at all or on terms acceptable to us. Our inability to
service these obligations would significantly harm us and the value of our
common stock.
LIGGETT FACES INTENSE COMPETITION IN THE DOMESTIC TOBACCO INDUSTRY
Liggett is considerably smaller and has fewer resources than all its
major competitors and as a result has a more limited ability to respond to
market developments. Published industry sources indicate that the three largest
manufacturers control approximately 83% of the United States cigarette market.
Philip Morris USA Inc. is the largest and most profitable manufacturer in the
market, and its profits are derived principally from its sale of premium
cigarettes. Based on published industry sources, Philip Morris had approximately
60.7% of the premium segment and 48.9% of the total domestic market during 2002.
During 2002, Liggett's share of the premium cigarette segment was 0.3%, and its
share of the total domestic cigarette market was 2.5%. Philip Morris and RJR,
the two largest cigarette manufacturers, have historically, because of their
dominant market share, been able to determine cigarette prices for the various
pricing tiers within the industry. The other cigarette manufacturers
historically have brought their prices into line with the levels established by
the two major manufacturers.
24
LIGGETT'S BUSINESS IS HIGHLY DEPENDENT ON THE DISCOUNT CIGARETTE SEGMENT
Liggett depends more on sales in the discount cigarette segment of the
market, relative to the full-price premium segment, than its major competitors.
Approximately 94.3% of Liggett's unit sales in 2002 were generated in the
discount segment. The discount segment is highly competitive with consumers
having less brand loyalty and placing greater emphasis on price. While the four
major manufacturers all compete with Liggett in the discount segment of the
market, the strongest competition for market share has recently come from a
group of small manufacturers, most of which are producing low quality, deep
discount cigarettes. While Liggett's share of the discount market increased to
8.5% in 2002 from 7.7% in 2001 and 5.3% in 2000, published industry sources
indicate that these other smaller manufacturers' discount market share increased
to 18.9% in 2002 from 16.2% in 2001 and 13.8% in 2000 due to their increased
competitive discounting. If the discount market pricing continues to be impacted
by these smaller manufacturers, margins in Liggett's largest market segment
could be negatively affected, which in turn could negatively affect the value of
our common stock.
LIGGETT'S MARKET SHARE HAS DECLINED IN RECENT PERIODS
In years prior to 2000, Liggett suffered a substantial decline in unit
sales and associated market share. Liggett's unit sales and market share have
increased during 2000, 2001 and 2002. This earlier market share erosion resulted
in part from its highly leveraged capital structure that existed until December
1998 and Liggett's limited ability to match other competitors' wholesale and
retail trade programs, obtain retail shelf space for its products and advertise
its brands. The decline in recent years also resulted from adverse developments
in the tobacco industry, intense competition and changes in consumer
preferences. Based on published industry sources, Liggett's overall domestic
market share during 2002 was 2.5%, compared with 2.2% for 2001 and 1.5% for
2000. Based on published industry sources, Liggett's share of the premium
segment during 2002 was 0.3% as compared to 0.3% in 2001 and 0.2% in 2000, and
its share of the discount segment during 2002 was 8.5%, up from 7.7% in 2001 and
5.3% for 2000. If Liggett's market share declines, Liggett's sales volume,
operating income and cash flows could be negatively affected, which in turn
could negatively affect the value of our common stock.
THE DOMESTIC CIGARETTE INDUSTRY HAS EXPERIENCED DECLINING UNIT SALES IN
RECENT PERIODS
Industry-wide shipments of cigarettes in the United States have been
generally declining for a number of years, with published industry sources
estimating that domestic industry-wide shipments decreased by approximately 3.7%
during 2002. Published industry sources estimate that domestic industry-wide
shipments decreased by 3.2% in 2001 compared to 2000 and increased by 0.1% in
2000 compared to 1999. Liggett's management believes that industry-wide
shipments of cigarettes in the United States will generally continue to decline
as a result of numerous factors. These factors include health considerations,
diminishing social acceptance of smoking and legislative limitations on smoking
in public places, federal and state excise tax increases and settlement-related
expenses which have contributed to large cigarette price increases. If this
decline in industry shipments continues and Liggett is unable to capture market
share from its competitors, or if the industry is unable to offset the decline
in unit sales with price increases, Liggett's sales volume, operating income and
cash flows could be negatively affected, which in turn could negatively affect
the value of our common stock.
LITIGATION AND REGULATION WILL CONTINUE TO HARM THE TOBACCO INDUSTRY
The cigarette industry continues to be challenged on numerous fronts.
New cases continue to be commenced against Liggett and other cigarette
manufacturers. As of December 31, 2002, there were approximately 305 individual
suits, 39 purported class actions and 46 governmental and other third-party
payor health care reimbursement actions pending in the United States in which
Liggett was a named defendant. A civil lawsuit has been filed by the United
States federal government seeking disgorgement of approximately $289 billion
25
from various cigarette manufacturers, including Liggett. In addition to these
cases, an action against cigarette manufacturers involving approximately 1,260
named individual plaintiffs was consolidated before a single West Virginia state
court. Liggett is a defendant in most of the cases pending in West Virginia.
Approximately 38 other purported class action complaints have been filed against
the cigarette manufacturers for alleged antitrust violations. As new cases are
commenced, the costs associated with defending these cases and the risks
relating to the inherent unpredictability of litigation continue to increase.
An unfavorable verdict was returned in the first phase of the ENGLE
smoking and health class action trial pending in Florida. In July 2000, the jury
awarded $790 million in punitive damages against Liggett in the second phase of
the trial, and the court entered an order of final judgment. Liggett intends to
pursue all available post-trial and appellate remedies. If this verdict is not
eventually reversed on appeal, or substantially reduced by the court, it will
have a material adverse effect on us. Liggett has filed the $3.45 million bond
required under the bonding statute enacted in 2000 by the Florida legislature
which limits the size of any bond required, pending appeal, to stay execution of
a punitive damages verdict. On May 7, 2001, Liggett reached an agreement with
the class in the ENGLE case, which will provide assurance to Liggett that the
stay of execution, currently in effect under the Florida bonding statute, will
not be lifted or limited at any point until completion of all appeals, including
to the United States Supreme Court. As required by the agreement, Liggett paid
$6.27 million into an escrow account to be held for the benefit of the ENGLE
class, and released, along with Liggett's existing $3.45 million statutory bond,
to the court for the benefit of the class upon completion of the appeals
process, regardless of the outcome of the appeal. In June 2002, the jury in an
individual case brought under the third phase of the ENGLE case awarded $37.5
million of compensatory damages against Liggett and two other defendants and
found Liggett 50% responsible for the damages. The verdict will be subject to
the outcome of the ENGLE appeal. It is possible that additional cases could be
decided unfavorably and that there could be further adverse developments in the
ENGLE case. Management cannot predict the cash requirements related to any
future settlements and judgments, including cash required to bond any appeals,
and there is a risk that those requirements will not be able to be met.
In recent years, there have been a number of restrictive regulatory
actions from various Federal administrative bodies, including the United States
Environmental Protection Agency and the Food and Drug Administration. There have
also been adverse political decisions and other unfavorable developments
concerning cigarette smoking and the tobacco industry, including the
commencement and certification of class actions and the commencement of
third-party payor actions. These developments generally receive widespread media
attention. We are not able to evaluate the effect of these developing matters on
pending litigation or the possible commencement of additional litigation, but
our consolidated financial position, results of operations or cash flows could
be materially adversely affected by an unfavorable outcome in any
smoking-related litigation.
LIGGETT HAS SIGNIFICANT SALES TO A SINGLE CUSTOMER
During 2002, 17.1% of Liggett's net sales, 18.4% of Liggett's net sales
in the discount segment and 16.8% of our consolidated revenues were to Liggett's
largest customer. If this customer discontinues its relationship with Liggett or
experiences financial difficulties, Liggett's results of operations could be
materially adversely affected.
EXCISE TAX INCREASES ADVERSELY AFFECT CIGARETTE SALES
Cigarettes are subject to substantial federal, state and local excise
taxes which, in general, have been increasing. The federal excise tax on
cigarettes is currently $0.39 per pack. State and local sales and excise taxes
vary considerably and, when combined with sales taxes, local taxes and the
current federal excise tax, may currently be as high as $4.10 per pack. Proposed
further tax increases in various jurisdictions are currently under consideration
or pending. In 2002, 21 states passed excise tax increases, ranging from $0.07
per pack in Tennessee to as much as $1.81 per pack in New York City and New York
26
State combined. Congress has considered significant increases in the federal
excise tax or other payments from tobacco manufacturers, and significant
increases in excise and other cigarette-related taxes have been proposed or
enacted at the state and local levels. Management believes that increases in
excise and similar taxes have had a adverse impact on sales of cigarettes.
Further substantial federal or state excise tax increases could accelerate the
trend away from smoking and could have an unfavorable effect on Liggett's sales
and profitability, which in turn could negatively affect the value of our common
stock.
VECTOR TOBACCO IS SUBJECT TO RISKS INHERENT IN NEW PRODUCT DEVELOPMENT
INITIATIVES
We have made and plan to continue to make significant investments in
Vector Tobacco's development projects in the tobacco industry. Vector Tobacco is
in the business of the development and marketing of the new low nicotine and
nicotine-free QUEST cigarette products and the reduced carcinogen OMNI products.
These initiatives are subject to high levels of risk, uncertainties and
contingencies, including the challenges inherent in new product development.
There is a risk that continued investments in Vector Tobacco will harm our
profitability (if any), liquidity or cash flow.
The substantial risks facing Vector Tobacco include:
RISKS OF MARKET ACCEPTANCE OF THE NEW PRODUCTS. In November 2001,
Vector Tobacco launched nationwide its reduced carcinogen OMNI cigarettes.
During 2002, acceptance of OMNI in the marketplace was limited, with revenues of
only approximately $5.1 million on sales of 70.7 million units. Vector Tobacco
has been unable to date to achieve the anticipated breadth of distribution and
sales of the OMNI product due, in part, to the lack of success of its
advertising and marketing efforts in differentiating OMNI with consumers through
the "reduced carcinogen" message. Over the next several years, management plans
to conduct appropriate studies as to the effects of OMNI's reduction of
carcinogens and, based on these studies, to review the marketing and positioning
of the OMNI brand in order to formulate a strategy for its long-term success.
There is a risk management will be unable to significantly increase the level of
OMNI sales and that OMNI will not be a commercially successful product.
Vector Tobacco has only recently introduced its low nicotine and
nicotine-free QUEST cigarettes. The introduction of the new QUEST brand requires
the expenditure of substantial sums for advertising and sales promotion, with no
assurance of consumer acceptance. Low nicotine and nicotine-free cigarettes may
not be accepted ultimately by adult smokers and may also not prove to be
commercially successful products. Adult smokers may decide not to purchase
cigarettes made with low nicotine and nicotine-free tobaccos due to taste or
other preferences, or due to the use of genetically modified tobacco or other
product modifications.
THIRD PARTY ALLEGATIONS THAT VECTOR TOBACCO PRODUCTS ARE UNLAWFUL OR
BEAR DECEPTIVE OR UNSUBSTANTIATED PRODUCT CLAIMS. Vector Tobacco is engaged in
the development and marketing of new, reduced carcinogen and low nicotine and
nicotine-free cigarettes. With respect to OMNI, reductions in these carcinogens
have not yet been proven to result in a safer cigarette. Like other cigarettes,
the OMNI and QUEST products also produce tar, carbon monoxide, other harmful
by-products, and, in the case of OMNI, increased levels of nitric oxide and
formaldehyde. There are currently no specific governmental standards or
parameters for these products and product claims. There is a risk that federal
or state regulators may object to Vector Tobacco's reduced carcinogen and low
nicotine and nicotine-free cigarette products as unlawful or allege they bear
deceptive or unsubstantiated product claims, and seek the removal of the
products from the marketplace, or significant changes to advertising claims.
Various concerns regarding Vector Tobacco's advertising practices have been
expressed to Vector Tobacco by certain state attorneys general. Vector Tobacco
is negotiating in an effort to resolve these concerns. Allegations by federal or
state regulators, public health organizations and other tobacco manufacturers
27
that Vector Tobacco's products are unlawful, or that its public statements or
advertising contain misleading or unsubstantiated health claims or product
comparisons, may result in litigation or governmental proceedings. Vector
Tobacco's defense against such claims could require it to incur substantial
expense and to divert significant efforts of its scientific and marketing
personnel. An adverse determination in a judicial proceeding or by a regulatory
agency could have a material and adverse impact on Vector Tobacco's business,
operating results and prospects.
POTENTIAL EXTENSIVE GOVERNMENT REGULATION. Vector Tobacco's business
may become subject to extensive domestic and international government
regulation. Various proposals have been made for federal, state and
international legislation to regulate cigarette manufacturers generally, and
reduced constituent cigarettes specifically. It is possible that laws and
regulations may be adopted covering issues like the manufacture, sale,
distribution and labeling of tobacco products as well as any health claims
associated with reduced carcinogen and low nicotine and nicotine-free cigarette
products and the use of genetically modified tobacco. A system of regulation by
agencies like the Food and Drug Administration, the Federal Trade Commission or
the United States Department of Agriculture may be established. In addition, a
group of public health organizations have recently submitted a petition to the
Food and Drug Administration, alleging that the marketing of the OMNI product is
subject to regulation by the FDA under existing law. Vector Tobacco has filed a
response in opposition to the petition. The Federal Trade Commission has also
expressed interest in the regulation of tobacco products made by tobacco
manufacturers, including Vector Tobacco, which bear reduced carcinogen claims.
The ultimate outcome of any of the foregoing cannot be predicted, but any of the
foregoing could have a material adverse impact on Vector Tobacco's business,
operating results and prospects.
COMPETITION FROM OTHER CIGARETTE MANUFACTURERS WITH GREATER RESOURCES.
The cigarette industry is highly competitive. Vector Tobacco's competitors
generally have substantially greater resources than Vector Tobacco has,
including financial, marketing and personnel resources. Other major tobacco
companies have stated that they are working on reduced risk cigarette products
and have made publicly available only limited additional information concerning
their activities at this time. Philip Morris has recently announced that it
plans to introduce a reduced risk product in 2003. RJR has stated it will begin
during 2003 a phased expansion of a cigarette product that primarily heats
rather than burns tobacco into a select number of retail chain outlets. In 2002,
Brown & Williamson Tobacco Corporation announced it was test marketing a new
cigarette with reduced levels of many toxins. There is a substantial likelihood
that other major tobacco companies will continue to introduce new products that
are designed to compete directly with Vector Tobacco's reduced carcinogen and
nicotine-free products.
POTENTIAL DISPUTES CONCERNING INTELLECTUAL PROPERTY. Vector Tobacco's
ability to commercially exploit its proprietary technology for its reduced
carcinogen and low nicotine and nicotine-free products depends in large part on
its ability to obtain and defend issued patents, to obtain further patent
protection for the technology in the United States and other jurisdictions, and
to operate without infringing on the patents and proprietary rights of others
both in the United States and abroad. Additionally, it must be able to obtain
appropriate licenses to patents or proprietary rights held by third parties if
infringement would otherwise occur, both in the United States and in foreign
countries.
Intellectual property rights, including Vector Tobacco's patents (owned
or licensed), involve complex legal and factual issues. Any conflicts resulting
from third party patent applications and granted patents could significantly
limit Vector Tobacco's ability to obtain meaningful patent protection or to
commercialize its technology. If necessary patents currently exist or are issued
to other companies that contain competitive or conflicting claims, Vector
Tobacco may be required to obtain licenses to these patents or to develop or
obtain alternative technology. Licensing agreements, if required, may not be
available on acceptable terms or at all. If licenses are not obtained, Vector
Tobacco could be delayed in or prevented from pursuing the further development
or marketing of its new cigarette products. Any alternative technology, if
feasible, could take several years to develop.
Litigation which could result in substantial cost may also be necessary
to enforce any patents to which Vector Tobacco has rights, or to determine the
scope, validity and unenforceability of other parties' proprietary rights which
28
may affect its rights. Vector Tobacco may also have to participate in
interference proceedings declared by the U.S. Patent and Trademark Office to
determine the priority of an invention or opposition proceedings in foreign
counties or jurisdictions, which could result in substantial costs. There is a
risk that its licensed patents would be held invalid by a court or
administrative body or that an alleged infringer would not be found to be
infringing. The mere uncertainty resulting from the institution and continuation
of any technology-related litigation, interference proceedings or oppositions
could have a material and adverse effect on Vector Tobacco's business, operating
results and prospects.
Vector Tobacco may also rely on unpatented trade secrets and know-how
to maintain its competitive position, which it seeks to protect, in part, by
confidentiality agreements with employees, consultants, suppliers and others.
There is a risk that these agreements will be breached or terminated, that
Vector Tobacco will not have adequate remedies for any breach, or that its trade
secrets will otherwise become known or be independently discovered by
competitors.
DEPENDENCE ON KEY SCIENTIFIC PERSONNEL. Vector Tobacco's business
depends for its continued development and growth on the continued services of
key scientific personnel. The loss of Dr. Anthony Albino, Vice President of
Public Health, Dr. Robert Bereman, Vice President of Chemical Research, or Dr.
Mark A. Conkling, Vice President of Genetic Research, could have a serious
negative impact upon Vector Tobacco's business, operating results and prospects.
ABILITY TO RAISE CAPITAL AND MANAGE GROWTH OF BUSINESS. If Vector
Tobacco succeeds in introducing to market and increasing consumer acceptance for
its new cigarette products, Vector Tobacco will be required to obtain
significant amounts of additional capital and manage substantial volume from its
customers. There is a risk that adequate amounts of additional capital will not
be available to Vector Tobacco to fund the growth of its business. To
accommodate growth and compete effectively, Vector Tobacco will also be required
to attract, integrate, motivate and retain additional highly skilled sales,
technical and other employees. Vector Tobacco will face competition for these
people. Its ability to manage volume also will depend on its ability to scale up
its tobacco processing, production and distribution operations. There is a risk
that it will not succeed in scaling its processing, production and distribution
operations and that its personnel, systems, procedures and controls will not be
adequate to support its future operations.
POTENTIAL DELAYS IN OBTAINING TOBACCO, OTHER RAW MATERIALS AND ANY
TECHNOLOGY NEEDED TO PRODUCE PRODUCTS. Vector Tobacco is dependent on third
parties to produce tobacco and other raw materials that Vector Tobacco requires
to manufacture its products. In addition, the growing of new tobacco and new
seeds is subject to adverse weather conditions. Vector Tobacco may also need to
obtain licenses to technology subject to patents or proprietary rights of third
parties to produce its products. The failure by such third parties to supply
Vector Tobacco with tobacco, other raw materials and technology on commercially
reasonable terms, or at all, in the absence of readily available alternative
sources, would have a serious negative impact on Vector Tobacco's business,
operating results and prospects. There is also a risk that interruptions in the
supply of these materials and technology may occur in the future. Any
interruption in their supply could have a serious negative impact on Vector
Tobacco.
NEW VALLEY IS SUBJECT TO RISKS RELATING TO THE INDUSTRIES IN WHICH IT OPERATES
RISKS OF REAL ESTATE VENTURES. New Valley has two significant
investments in Montauk and the former Kona Surf Hotel in Hawaii where it holds
only a 50% interest. New Valley must seek approval from other parties for
important actions regarding these joint ventures. Since these other parties'
interests may differ from those of New Valley, a deadlock could arise that might
impair the ability of the ventures to function. Such a deadlock could
significantly harm the ventures.
New Valley plans to pursue a variety of real estate development
projects. Development projects are subject to special risks including potential
increase in costs, inability to meet deadlines which may delay the timely
29
completion of projects, reliance on contractors who may be unable to perform and
the need to obtain various governmental and third party consents.
RISKS RELATING TO THE RESIDENTIAL BROKERAGE BUSINESS. Through its investment in
Montauk, New Valley is subject to the risks and uncertainties endemic to the
residential brokerage business. As a franchisee, Prudential Douglas Elliman
operates each of its offices under its franchiser's brand name, but generally
does not own any of the brand names under which it operates. The franchiser has
significant rights over the use of the franchised service marks and the conduct
of Prudential Douglas Elliman's business. Prudential Douglas Elliman's
franchiser also has the right to terminate Prudential Douglas Elliman's
franchises, upon the occurrence of certain events, including a bankruptcy or
insolvency event or a change in control affecting Prudential Douglas
Elliman, a transfer by Prudential Douglas Elliman of its rights under the
franchise agreements and Prudential Douglas Elliman's failure to promptly pay
amounts due under the franchise agreements. A termination of Prudential Douglas
Elliman's franchise agreements could adversely affect New Valley's investment
in Montauk.
Recent years have been characterized by high levels of existing home
sales and residential prices. However, the residential real estate market tends
to be cyclical and typically is affected by changes in the general economic
conditions that are beyond Prudential Douglas Elliman's control. Any of the
following could have a material adverse effect on Prudential Douglas Elliman's
business by causing a general decline in the number of home sales and/or prices,
which in turn, could adversely affect revenues and profitability:
o continued periods of economic slowdown or recession,
o a change in the current low interest rate environment resulting in
rising interest rates,
o decreasing home ownership rates, or
o declining demand for real estate.
All of Prudential Douglas Elliman's current operations are located in
the New York metropolitan area. Local and regional economic conditions in this
market could differ materially from prevailing conditions in other parts of the
country. A downturn in the residential real estate market or economic conditions
in that region could have a material adverse effect on Prudential Douglas
Elliman and New Valley's investment in Montauk.
NEW VALLEY'S POTENTIAL INVESTMENTS ARE UNIDENTIFIED AND MAY NOT SUCCEED
New Valley currently holds a significant amount of marketable
securities and cash not committed to any specific investments. This subjects a
security holder to increased risk and uncertainty because a security holder will
not be able to evaluate how this cash will be invested and the economic merits
of particular investments. There may be substantial delay in locating suitable
investment opportunities. In addition, New Valley may lack relevant management
experience in the areas in which New Valley may invest. There is a risk that New
Valley will fail in targeting, consummating or effectively managing any of these
investments.
WE DEPEND ON OUR KEY PERSONNEL
We depend on the efforts of our executive officers and other key
personnel. While we believe that we could find replacements for these key
personnel, the loss of their services could have a significant adverse effect on
our operations. We do not maintain key-man life insurance for any of our
personnel.
30
WE AND NEW VALLEY HAVE MANY POTENTIALLY DILUTIVE SECURITIES OUTSTANDING
At December 31, 2002, we had outstanding options granted to employees
to purchase 9,512,596 shares of our common stock, at prices ranging from $4.15
to $41.46 per share, of which options for 4,428,974 shares are exercisable
during 2003. The issuance of these shares will cause dilution which may
adversely affect the market price of our common stock. The availability for sale
of significant quantities of our common stock could adversely affect the
prevailing market price of the stock.
As part of New Valley's recapitalization, a total of 17,898,629
warrants to purchase common shares were issued to New Valley's stockholders. The
potential issuance of common shares on exercise of the warrants would increase
the number of New Valley's common shares outstanding by more than 80% and
decrease our holdings.
OUR STOCK PRICE HAS BEEN VOLATILE
The trading price of our common stock has fluctuated widely, ranging
between $9.37 and $27.38 per share over the past 52 weeks. The overall market
and the price of our common stock may continue to fluctuate greatly. The trading
price of our common stock may be significantly affected by various factors,
including:
o the depth and liquidity of the trading market for our common stock,
o quarterly variations in its actual or anticipated operating results,
o changes in investors' and analysts' perceptions of the business and
legal risks facing us and the tobacco industry,
o changes in estimates of our earnings by investors and analysts, and
o announcements or activities by our competitors.
WE HAVE BROAD DISCRETION WITH RESPECT TO THE USE OF PROCEEDS FROM OUR JULY 2001
NOTE OFFERING
The net proceeds of our July 2001 note offering were approximately $166
million. Our management will retain broad discretion as to the use and
allocation of the remaining proceeds. Accordingly, you will not have the
opportunity to evaluate the economic, financial and other relevant information
that we may consider in the application of the net proceeds.
ITEM 2. PROPERTIES
Our and New Valley's principal executive offices are located in Miami,
Florida. We lease 12,356 square feet of office space from an unaffiliated
company in an office building in Miami, which we share with New Valley and
various of our and their subsidiaries. New Valley has entered into an
expense-sharing arrangement for use of such office space. We are currently in
discussion to extend the term of the lease which expires in May 2003.
We lease approximately 18,000 square feet of office space in New York,
New York under leases that expire in 2010 and 2013. New Valley's operating
properties are described above.
Substantially all of Liggett's tobacco manufacturing facilities,
consisting principally of factories, distribution and storage facilities, are
located in or near Mebane and Durham, North Carolina. Such facilities are both
owned and leased. As of December 31, 2002, the principal properties owned or
leased by Liggett are as follows:
31
OWNED APPROXIMATE
OR TOTAL SQUARE
TYPE LOCATION LEASED FOOTAGE
- ---- -------- ------ -------------
Office and
Manufacturing Complex Durham, NC Owned 836,000
Warehouse Durham, NC Leased 203,000
Storage Facilities Danville, VA Owned 578,000
Office and
Manufacturing Complex Mebane, NC Owned 240,000
Warehouse Mebane, NC Owned 60,000
Warehouse Mebane, NC Leased 30,000
Liggett's Durham, North Carolina complex consists of seven major
structures over approximately nine acres. Included are Liggett's former
manufacturing plant, a research facility and offices. Liggett leases portions of
these facilities to Vector Tobacco and Vector Research Ltd.
In November 1999, 100 Maple LLC, a newly formed entity owned by
Liggett, purchased an approximately 240,000 square foot manufacturing facility
located on 42 acres in Mebane, North Carolina. In October 2000, Liggett
completed a 60,000 square foot warehouse addition at the Mebane facility, and
finished the relocation of its tobacco manufacturing operations to Mebane.
Liggett also leases a 30,000 square foot warehouse in Mebane.
In June 2001, a subsidiary of Vector Tobacco purchased an approximately
350,000 square foot manufacturing facility located on approximately 56 acres in
Timberlake, North Carolina. In the first quarter of 2002, Vector Tobacco began
production at the facility.
In April 2002, Liggett Vector Brands leased approximately 17,000 square
feet of space in Research Triangle Park, North Carolina. The lease expires in
October 2007.
Liggett's and Vector Tobacco's managements believe that their property,
plant and equipment are well maintained and in good condition and that their
existing facilities are sufficient to accommodate a substantial increase in
production.
ITEM 3. LEGAL PROCEEDINGS
Liggett (and, in certain cases, Brooke Group Holding) and other United
States cigarette manufacturers have been named as defendants in numerous direct,
third-party and class actions predicated on the theory that they should be
liable for damages from adverse health effects alleged to have been caused by
cigarette smoking or by exposure to secondary smoke from cigarettes. See Item 1.
"Business -- Liggett Group Inc. -- Legislation, Regulation and Litigation."
Reference is made to Note 15 to our consolidated financial statements, which
contains a general description of certain legal proceedings to which Brooke
Group Holding, Liggett, New Valley or their subsidiaries are a party and certain
related matters. Reference is also made to Exhibit 99.1, Material Legal
Proceedings, incorporated herein, for additional information regarding the
pending smoking-related material legal proceedings to which Brooke Group Holding
and/or Liggett are party. A copy of Exhibit 99.1 will be furnished without
charge upon written request to us. See Item 1. "Business - Available
Information."
32
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the last quarter of 2002, no matter was submitted to
stockholders for their vote or approval, through the solicitation of proxies or
otherwise.
EXECUTIVE OFFICERS OF THE REGISTRANT
The table below, together with the accompanying text, presents certain
information regarding all our current executive officers as of March 28, 2003.
Each of the executive officers serves until the election and qualification of
such individual's successor or until such individual's death, resignation or
removal by the Board of Directors of the respective company.
YEAR INDIVIDUAL
BECAME AN
NAME AGE POSITION EXECUTIVE OFFICER
---- --- -------- -----------------
Bennett S. LeBow 65 Chairman of the Board 1990
and Chief Executive
Officer
Howard M. Lorber 54 President and Chief 2001
Operating Officer
Richard J. Lampen 49 Executive Vice President 1996
Joselynn D. Van Siclen 62 Vice President, Chief 1996
Financial Officer and
Treasurer
Marc N. Bell 42 Vice President, General 1998
Counsel and Secretary
Ronald J. Bernstein 49 President and Chief 2000
Executive Officer of
Liggett
BENNETT S. LEBOW has been our Chairman of the Board and Chief Executive
Officer of Vector since June 1990 and has been a director of ours since October
1986. Since November 1990, he has been Chairman of the Board and Chief Executive
Officer of VGR Holding. Mr. LeBow has served as President and Chief Executive
Officer of Vector Tobacco since January 2001 and as a director since October
1999. Mr. LeBow has been a director of Ladenburg Thalmann Financial Services
since May 2001. Mr. LeBow has been Chairman of the Board of New Valley since
January 1988 and Chief Executive Officer since November 1994.
HOWARD M. LORBER has been our President and Chief Operating Officer and
a director of ours since January 2001. Since January 2001, Mr. Lorber has served
as President and Chief Operating Officer of VGR Holding. Since November 1994,
Mr. Lorber has served as President and Chief Operating Officer of New Valley,
where he also serves as a director. Mr. Lorber has been Chairman of the Board of
Hallman & Lorber Assoc., Inc., consultants and actuaries of qualified pension
and profit sharing plans, and various of its affiliates since 1975; a
stockholder and a registered representative of Aegis Capital Corp., a
broker-dealer and a member firm of the National Association of Securities
Dealers, since 1984; Chairman of the Board of Directors since 1987 and Chief
Executive Officer since November 1993 of Nathan's Famous, Inc., a chain of fast
food restaurants; a consultant to us and Liggett from January 1994 to
January 2001; a director of United Capital Corp., a real estate investment and
diversified manufacturing company, since May 1991; a director of Prime
Hospitality Corp., a company doing business in the lodging industry, since May
1994; and Chairman of the Board of Ladenburg Thalmann Financial Services since
May 2001. He is also a trustee of Long Island University and Babson College.
33
RICHARD J. LAMPEN has served as the Executive Vice President of us and
of VGR Holding since July 1996. Since October 1995, Mr. Lampen has been the
Executive Vice President of New Valley. From May 1992 to September 1995, Mr.
Lampen was a partner at Steel Hector & Davis, a law firm located in Miami,
Florida. From January 1991 to April 1992, Mr. Lampen was a Managing Director at
Salomon Brothers Inc, an investment bank, and was an employee at Salomon
Brothers Inc from 1986 to April 1992. Mr. Lampen is a director of New Valley,
CDSI Holdings Inc. and Ladenburg Thalmann Financial Services. Mr. Lampen has
served as a director of a number of other companies, including U.S. Can
Corporation, The International Bank of Miami, N.A., Spec's Music Inc. and
PANACO, Inc., as well as a court-appointed independent director of Trump Plaza
Funding, Inc.
JOSELYNN D. VAN SICLEN has been Vice President, Chief Financial Officer
and Treasurer of us and of VGR Holding since May 1996, and currently holds
various positions with certain of VGR Holding's subsidiaries, including Vice
President and Treasurer of Eve since April 1994 and May 1996, respectively.
Prior to May 1996, Ms. Van Siclen served as our Director of Finance and was
employed in various accounting capacities with our subsidiaries since 1992.
Since before 1990 to November 1992, Ms. Van Siclen was an audit manager for the
accounting firm of Coopers & Lybrand L.L.P.
MARC N. BELL has been the Vice President of us and of VGR Holding since
January 1998 and has served as General Counsel and Secretary of us and of VGR
Holding since May 1994. Since November 1994, Mr. Bell has served as Associate
General Counsel and Secretary of New Valley and since February 1998, as Vice
President of New Valley. Prior to May 1994, Mr. Bell was with the law firm of
Zuckerman, Spaeder, Taylor & Evans in Miami, Florida and from June 1991 to May
1993, with the law firm of Fischbein o Badillo o Wagner o Harding in New York,
New York.
RONALD J. BERNSTEIN has served as President and Chief Executive Officer
of Liggett since September 1, 2000 and of Liggett Vector Brands since March
2002. Mr. Bernstein will serve as President of Liggett Vector Brands. From July
1996 to December 1999, Mr. Bernstein served as General Director and, from
December 1999 to September 2000, as Chairman of Liggett-Ducat. Prior to that
time, Mr. Bernstein served in various positions with Liggett commencing in
1991, including Executive Vice President and Chief Financial Officer.
34
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
Our common stock is listed and traded on the New York Stock Exchange
under the symbol "VGR". The following table sets forth, for the periods
indicated, high and low sale prices for a share of its common stock on the NYSE,
as reported by the NYSE, and quarterly cash dividends declared on shares of
common stock:
CASH
YEAR HIGH LOW DIVIDENDS
---- ---- --- ---------
2002:
Fourth Quarter $ 13.75 $ 9.50 $.40
Third Quarter 16.48 12.50 .38
Second Quarter 26.41 15.19 .38
First Quarter 30.47 23.45 .38
2001:
Fourth Quarter $ 42.86 $ 29.72 $.38
Third Quarter 40.37 27.57 .36
Second Quarter 33.55 17.77 .36
First Quarter 20.87 14.91 .36
At March 21, 2003, there were approximately 418 holders of record of
our common stock.
The declaration of future cash dividends is within the discretion of
our Board of Directors and is subject to a variety of contingencies such as
market conditions, earnings and our financial condition as well as the
availability of cash.
The payment of dividends and other distributions to us by VGR Holding
are subject to the note purchase agreement for VGR Holding's senior secured
notes. The agreement limits the ability of VGR Holding to make distributions to
us to 50% of VGR Holding's net income, unless VGR Holding holds $75 million in
cash after giving effect to the payment of the distribution.
Liggett's revolving credit agreement currently prohibits Liggett from
paying dividends to VGR Holding unless Liggett's borrowing availability exceeds
$5 million for the thirty days prior to payment of the dividend, and immediately
after giving effect to the dividend, and it is in compliance with the covenants
in the credit facility, including an adjusted net worth and working capital
requirement.
We paid 5% stock dividends on September 28, 2000, September 28, 2001
and September 27, 2002 to the holders of our common stock. A special dividend of
0.348 of a share of Ladenburg Thalmann Financial Services common stock was paid
on each of our shares of common stock on December 20, 2001. All information
presented in this report is adjusted for the stock dividends.
RECENT SALES OF UNREGISTERED SECURITIES
No securities of ours which were not registered under the Securities
Act of 1933 have been issued or sold by us during the fourth quarter of 2002,
except (i) for the grant of stock options to employees of us and/or our
subsidiaries as described in Note 13 to our consolidated financial statements;
and (ii) 303,876 shares of our common stock issued upon exercise of options,
with an exercise price of $1.65 per share. The foregoing transactions were
effected in reliance on the exemption from registration afforded by Section 4(2)
of the Securities Act of 1933.
35
ITEM 6. SELECTED FINANCIAL DATA
---------------------------------------------------------------------
YEAR ENDED DECEMBER 31,
------------- ------------- ------------- ------------- -------------
2002 2001 2000 1999 1998
------------- ------------- ------------- ------------- -------------
(dollars in thousands, except per share amounts)
STATEMENT OF OPERATIONS DATA:
Revenues(1), (4) ........................... $ 503,418 $ 447,382 $ 415,055 $ 344,193 $ 320,056
(Loss) income from continuing operations ... (31,794) 21,200 167,754 235,763 24,219
(Loss) income from discontinued operations . -- (537) 8,285 1,570 3,208
Loss from extraordinary items(2) ........... -- -- (1,821) (1,660) --
Net (loss) income .......................... (31,794) 20,663 174,218 235,673 27,427
Per basic common share(3):
(Loss) income from continuing
operations ........................... $ (0.91) $ 0.68 $ 6.47 $ 9.26 $ 0.98
(Loss) income from discontinued operations -- $ (0.01) $ 0.32 $ 0.06 $ 0.13
Loss from extraordinary items ............ -- -- $ (0.07) $ (0.06) --
Net (loss) income applicable to
common shares ........................ $ (0.91) $ 0.67 $ 6.72 $ 9.26 $ 1.11
Per diluted common share(3):
(Loss) income from continuing
operations ........................... $ (0.91) $ 0.57 $ 5.49 $ 7.60 $ 0.80
(Loss) income from discontinued operations -- $ (0.02) $ 0.27 $ 0.05 $ 0.11
Loss from extraordinary items ............ -- -- $ (0.06) $ (0.05) --
Net (loss) income applicable to
common shares ........................ $ (0.91) $ 0.55 $ 5.70 $ 7.60 $ 0.91
Cash distributions declared per common
share(3) ................................. $ 1.54 $ 1.47 $ 1.14 $ 0.55 $ 0.25
BALANCE SHEET DATA:
Current assets ............................. $ 381,091 $ 515,727 $ 269,942 $ 188,732 $ 122,560
Total assets ............................... 708,495 688,903 425,848 504,448 228,982
Current liabilities ........................ 184,384 225,415 138,775 226,654 273,441
Notes payable, long-term debt and
other obligations, less current portion .. 307,028 141,629 39,890 148,349 262,665
Noncurrent employee benefits, deferred
income taxes, minority interests and
other long-term liabilities .............. 194,786 208,501 234,734 262,543 87,051
Stockholders' equity (deficit) ............. 22,297 113,358 12,449 (133,098) (394,175)
- -----------------------
(1) Revenues include excise taxes of $192,664, $151,174, $116,116, $66,698 and
$82,613, respectively.
(2) Represents loss resulting from the early extinguishment of debt.
(3) Per share computations include the impact of 5% stock dividends on
September 27, 2002, September 28, 2001, September 28, 2000 and September
30, 1999.
(4) Revenues in 2002 include $35,199 related to the Medallion acquisition.
36
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
OVERVIEW
We are a holding company for a number of businesses. We are engaged
principally in:
o the development and marketing of the low nicotine and nicotine-free
QUEST cigarette products and the reduced carcinogen OMNI cigarette
products through our subsidiary Vector Tobacco Inc. and
o the manufacture and sale of cigarettes in the United States through
our subsidiary Liggett Group Inc.
During 2002, the sales and marketing functions, along with certain
support functions, of our Liggett and Vector Tobacco subsidiaries were combined
into a new entity, Liggett Vector Brands Inc. This company coordinates and
executes the sales and marketing efforts for all of our tobacco operations. With
the combined resources of Liggett and Vector Tobacco, Liggett Vector Brands has
approximately 430 salespersons, and enhanced distribution and marketing
capabilities.
Our majority-owned subsidiary, New Valley Corporation, is currently
engaged in the real estate business and is seeking to acquire additional
operating companies. In December 2002, New Valley acquired two office buildings
in Princeton, N.J. and increased its ownership to 50% in Montauk Battery Realty
LLC, which owns the largest residential brokerage company in the New York
metropolitan area.
In November 2001, Vector Tobacco launched nationwide OMNI, the first
reduced carcinogen cigarette that tastes, smokes and burns like other premium
cigarettes. The OMNI cigarettes are produced using a patent pending process
developed by Vector Tobacco. In comparison to comparable styles of the leading
U.S. cigarette brand, OMNI cigarettes produce significantly lower levels of many
of the recognized carcinogens and toxins that the medical community has
identified as major contributors to lung cancer and other diseases in smokers.
During 2002, acceptance of OMNI in the marketplace was limited, with revenues of
approximately $5,100 on sales of 70.7 million units. Vector Tobacco has been
unable to date to achieve the anticipated breadth of distribution and sales of
the OMNI product, due, in part, to the lack of success of its advertising and
marketing efforts in differentiating OMNI with consumers through the "reduced
carcinogen" message. Over the next several years, management plans to conduct
appropriate studies as to the effects of OMNI's reduction of carcinogens and,
based on these studies, to review the marketing and positioning of the OMNI
brand in order to formulate a strategy for its long-term success.
In January 2003, Vector Tobacco introduced QUEST, its brand of low
nicotine and nicotine-free cigarette products. QUEST is designed for adult
smokers who are interested in reducing their levels of nicotine intake and is
available in three different varieties, each with decreasing amounts of nicotine
- - QUEST 1, 2 and 3. QUEST 1, the low nicotine variety, contains 0.6 milligrams
of nicotine. QUEST 2, the extra-low nicotine variety, contains 0.3 milligrams of
nicotine. QUEST 3, the nicotine-free variety, contains only trace levels of
nicotine - no more than 0.05 milligrams of nicotine per cigarette. QUEST
cigarettes utilize a proprietary process that enables the production of
nicotine-free tobacco that tastes and smokes like tobacco in conventional
cigarettes.
37
QUEST will be initially available in New York, New Jersey,
Pennsylvania, Ohio, Indiana, Illinois and Michigan. These seven states account
for approximately 30% of all cigarette sales in the United States. Based on the
success of the product in these markets, Vector Tobacco currently expects to
market QUEST nationwide later in 2003. All three QUEST varieties are being sold
in hard packs and are priced comparable to other premium brands. A multi-million
dollar advertising and marketing campaign, with advertisements running in
magazines and regional newspapers, is supporting the product launch. The brand
is also supported by significant point-of-purchase campaigns.
Our domestic cigarette business, Liggett, shipped approximately 9.82
billion cigarettes during 2002 which accounted for 2.5% of the total cigarettes
shipped in the United States during that year. Approximately 94.3% of Liggett's
unit sales in 2002 were generated in the discount segment.
We believe that Liggett has gained a sustainable cost advantage over
its competitors through its various settlement agreements. Under the Master
Settlement Agreement reached in November 1998 with 46 state Attorneys General
and various territories, Liggett's four major competitors must make settlement
payments to the states and territories based on how many cigarettes they sell
annually. Liggett, however, is not required to make any payments unless its
market share exceeds approximately 1.65% of the U.S. cigarette market.
Additionally, as a result of the Medallion acquisition, Vector Tobacco likewise
has no payment obligation unless its market share exceeds approximately 0.28% of
the U.S. market.
In recent years, the domestic tobacco business has experienced the
following trends:
o Declining unit volumes due to health considerations, diminishing
social acceptance of smoking, legislative limitations on smoking in
public places, federal and state excise tax increases and
settlement-related expenses which have augmented cigarette prices,
o Narrower price spreads between the premium and traditional discount
segments resulting from aggressive premium price promotions by
larger competitors including Philip Morris and RJR, while price
spreads between the premium and deep discount markets widen due to
the influx of smaller companies producing low quality, deep discount
cigarettes, and
o Loss of discount market share for branded discount cigarettes such
as those sold by Liggett due to a significant increase in market
share by the smaller cigarette companies producing low quality, deep
discount cigarettes.
RECENT DEVELOPMENTS
LIGGETT VECTOR BRANDS. During 2002, the sales and marketing functions,
along with certain support functions, of our Liggett and Vector Tobacco
subsidiaries were combined into a new entity, Liggett Vector Brands Inc. This
company coordinates and executes the sales and marketing efforts for all of our
tobacco operations. With the combined resources of Liggett and Vector Tobacco,
Liggett Vector Brands has approximately 430 salespersons, and enhanced
distribution and marketing capabilities. In connection with the formation of
the new Liggett Vector Brands entity, we took a charge of approximately $3,460
in the first quarter of 2002, related to the reorganization of our business. As
of December 31, 2002, our reorganization accrual has been reduced by payments
and impairments of $2,978 and the remaining balance was $482.
ACQUISITION OF MEDALLION. On April 1, 2002, a subsidiary of ours
acquired the stock of The Medallion Company, Inc., and related assets from
Medallion's principal stockholder. The total purchase price consisted of $50,000
in cash and $60,000 in notes, with the notes guaranteed by us and Liggett.
38
Medallion, a discount cigarette manufacturer, is a participant in the Master
Settlement Agreement between the state Attorneys General and the tobacco
industry. Medallion has no payment obligations under the Master Settlement
Agreement unless its market share exceeds approximately 0.28% of total
cigarettes sold in the United States (approximately 1.1 billion units in 2002).
VGR HOLDING PRIVATE PLACEMENT. On April 30, 2002, VGR Holding issued at
a discount $30,000 principal amount of 10% senior secured notes due March 31,
2006 in a private placement to institutional investors. VGR Holding received
net proceeds from the placement of approximately $25,000. In November 2002, in
connection with an amendment to the note purchase agreement, VGR Holding
repurchased $8,000 of the notes at a price of 100% of the principal amount plus
accrued interest. In March 2003, in connection with an additional amendment to
the note purchase agreement, VGR Holding agreed, under certain conditions, to
repurchase during the second, third and fourth quarters of 2003 up to a total of
$12,000 of the notes at a price of 100% of the principal amount plus accrued
interest.
REAL ESTATE ACQUISITIONS. In December 2002, New Valley purchased two
office buildings in Princeton, NJ for a total purchase price of $54,000. New
Valley financed a portion of the purchase price through a borrowing of $40,500
from HSBC Realty Credit Corporation (USA).
The loan has a term of four years, bears interest at a floating rate of
2% above LIBOR, and is collateralized by a first mortgage on the office
buildings, as well as by an assignment of leases and rents. Principal is
amortized to the extent of $54 per month during the term of the loan. The loan
may be prepaid without penalty and is non-recourse against New Valley, except
for various specified environmental and related matters, misapplications of
tenant security deposits and insurance and condemnation proceeds, and fraud or
misrepresentation by New Valley in connection with the indebtedness.
Also in December 2002, New Valley and the other owners of Prudential
Long Island Realty contributed their interests in Prudential Long Island Realty
to Montauk Battery Realty, a newly formed entity. New Valley acquired a 50%
ownership interest in Montauk, an increase from its previous 37.2% interest in
Prudential Long Island Realty as a result of an additional investment of $1,413
by New Valley and the redemption by Prudential Long Island Realty of various
ownership interests.
On March 14, 2003, Montauk purchased the leading New York City-based
residential brokerage firm, Insignia Douglas Elliman, and an affiliated property
management company, for $71,250. As a result of the acquisition, Montauk's
brokerage operations, to be known as Prudential Douglas Elliman, will be the
largest residential brokerage company in the New York metropolitan area. New
Valley invested an additional $9,500 in subordinated debt and equity of Montauk
to help fund the acquisition.
RECENT DEVELOPMENTS IN LEGISLATION, REGULATION AND LITIGATION
The cigarette industry continues to be challenged on numerous fronts.
New cases continue to be commenced against Liggett and other cigarette
manufacturers. As of December 31, 2002, there were approximately 305 individual
suits, 39 purported class actions and 46 governmental and other third-party
payor health care reimbursement actions pending in the United States in which
Liggett was a named defendant. A civil lawsuit has been filed by the United
States federal government seeking disgorgement of approximately $289,000,000
from various cigarette manufacturers, including Liggett. In addition to these
cases, during 2000, an action against cigarette manufacturers involving
approximately 1,260 named individual plaintiffs was consolidated before a single
West Virginia state court. Liggett is a defendant in most of the cases pending
in West Virginia. Approximately 38 other purported class action complaints have
39
been filed against the cigarette manufacturers for alleged antitrust
violations. As new cases are commenced, the costs associated with defending
these cases and the risks relating to the inherent unpredictability of
litigation continue to increase.
An unfavorable verdict was returned in the first phase of the ENGLE
smoking and health class action trial pending in Florida. In July 2000, the jury
awarded $790,000 in punitive damages against Liggett in the second phase of the
trial, and the court entered an order of final judgment. Liggett intends to
pursue all available post-trial and appellate remedies. If this verdict is not
eventually reversed on appeal, or substantially reduced by the court, it will
have a material adverse effect on Vector. Liggett filed the $3,450 bond required
under the bonding statute enacted in 2000 by the Florida legislature which
limits the size of any bond required, pending appeal, to stay execution of a
punitive damages verdict. In May 2001, Liggett reached an agreement with the
class in the ENGLE case, which will provide assurance to Liggett that the stay
of execution, currently in effect under the Florida bonding statute, will not be
lifted or limited at any point until completion of all appeals, including to the
United States Supreme Court. As required by the agreement, Liggett paid $6,273
into an escrow account to be held for the benefit of the ENGLE class, and
released, along with Liggett's existing $3,450 statutory bond, to the court for
the benefit of the class upon completion of the appeals process, regardless of
the outcome of the appeal. In June 2002, the jury in an individual case brought
under the third phase of the ENGLE case awarded $37,500 of compensatory damages
against Liggett and two other defendants and found Liggett 50% responsible for
the damages. The verdict will be subject to the outcome of the ENGLE appeal. It
is possible that additional cases could be decided unfavorably and that there
could be further adverse developments in the ENGLE case. Management cannot
predict the cash requirements related to any future settlements and judgments,
including cash required to bond any appeals, and there is a risk that those
requirements will not be able to be met.
In recent years, there have been a number of restrictive regulatory
actions from various Federal administrative bodies, including the United States
Environmental Protection Agency and the Food and Drug Administration. There have
also been adverse political decisions and other unfavorable developments
concerning cigarette smoking and the tobacco industry, including the
commencement and certification of class actions and the commencement of
third-party payor actions. These developments generally receive widespread media
attention. We are not able to evaluate the effect of these developing matters on
pending litigation or the possible commencement of additional litigation, but
our consolidated financial position, results of operations or cash flows could
be materially adversely affected by an unfavorable outcome in any
smoking-related litigation. See Note 15 to our consolidated financial statements
for a description of legislation, regulation and litigation.
CRITICAL ACCOUNTING POLICIES
Financial Reporting Release No. 60, released by the Securities and
Exchange Commission, requires all companies to include a discussion of critical
accounting policies or methods used in the preparation of financial statements.
Note 1 to our consolidated financial statements includes a summary of the
significant accounting policies and methods used in the preparation of our
consolidated financial statements. The following is a brief discussion of the
more significant accounting policies and methods used by us.
GENERAL. The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities, disclosure of contingent assets and
liabilities and the reported amounts of revenues and expenses. Significant
estimates subject to material changes in the near term include deferred tax
assets, allowance for doubtful accounts, promotional accruals, sales returns and
allowances, actuarial assumptions of pension plans and litigation and defense
costs. Actual results could differ from those estimates.
40
REVENUE RECOGNITION. Revenues from sales of cigarettes are recognized
upon the shipment of finished goods to customers. We provide an allowance for
expected sales returns, net of related inventory cost recoveries. Since our
primary line of business is tobacco, our financial position and our results of
operations and cash flows have been and could continue to be materially
adversely effected by significant unit sales volume declines, litigation and
defense costs, increased tobacco costs or reductions in the selling price of
cigarettes in the near term. As discussed in Note 1 to our consolidated
financial statements, effective January 1, 2002, we adopted new required
accounting standards mandating that certain sales incentives previously reported
as operating, selling, general and administrative expenses be shown as a
reduction of operating revenues. As a result, our previously reported revenues
have been reduced by approximately $297,000 and $234,000 for 2001 and 2000,
respectively. The adoption of the new accounting standards did not have an
impact on our net earnings or basic or diluted earnings per share.
MARKETING COSTS. We record marketing costs as an expense in the period
to which such costs relate. We do not defer the recognition of any amounts on
our consolidated balance sheets with respect to marketing costs. We expense
advertising costs as incurred, which is the period in which the related
advertisement initially appears. We record consumer incentive and trade
promotion costs as an expense in the period in which these programs are offered,
based on estimates of utilization and redemption rates that are developed from
historical information. As discussed above under "Revenue Recognition",
beginning January 1, 2002, we have adopted the previously mentioned revenue
recognition accounting standards that mandate that certain costs previously
reported as marketing expense be shown as a reduction of operating revenues. As
a result, previously reported amounts for operating, selling, general and
administrative expenses have been reduced by approximately $306,000 and $248,000
for 2001 and 2000, respectively. The adoption of the new accounting standards
did not have an impact on our net earnings or basic or diluted earnings per
share.
CONTINGENCIES. As discussed in Note 15 of our consolidated financial
statements and above under the heading "Recent Developments in Legislation,
Regulation and Litigation", legal proceedings covering a wide range of matters
are pending or threatened in various jurisdictions against Liggett. Management
is unable to make a meaningful estimate with respect to the amount or range of
loss that could result from an unfavorable outcome of pending smoking-related
litigation or the costs of defending such cases, and we have not provided any
amounts in our consolidated financial statements for unfavorable outcomes, if
any. Litigation is subject to many uncertainties, and it is possible that our
consolidated financial position, results of operations or cash flows could be
materially adversely affected by an unfavorable outcome in any such
smoking-related litigation.
INVENTORIES. Tobacco inventories are stated at lower of cost or market
and are determined primarily by the last-in, first-out (LIFO) method at Liggett
and the first-in, first-out (FIFO) method at Vector Tobacco. Although portions
of leaf tobacco inventories may not be used or sold within one year because of
time required for aging, they are included in current assets, which is common
practice in the industry. We estimate an inventory reserve for excess quantities
and obsolete items based on specific identification and historical write-offs,
taking into account future demand and market conditions. If actual demand or
market conditions in the future are less favorable than those estimated,
additional inventory write-downs may be required.
EMPLOYEE BENEFIT PLANS. Since 1997, income from our defined benefit
pension plans, partially offset by the costs of postretirement medical and life
insurance benefits, have contributed to our reported operating income including
$439 for 2002. The determination of our net pension and other postretirement
benefit income or expense is dependent on our selection of certain assumptions
used by actuaries in calculating such amounts. Those assumptions are described
in Note 10 to our consolidated financial statements and include, among others,
the discount rate,
41
expected long-term rate of return on plan assets and rates of increase in
compensation and healthcare costs. In accordance with accounting principles
generally accepted in the United States of America, actual results that differ
from our assumptions are accumulated and amortized over future periods and
therefore, generally affect our recognized income or expense in such future
periods. While we believe that our assumptions are appropriate, significant
differences in our actual experience or significant changes in our assumptions
may materially affect our future net pension and other postretirement benefit
income or expense.
Based on the declines in the securities markets, we recorded a non-cash
charge of $11,090 net of tax to stockholders' equity in the fourth quarter of
2002 relating primarily to one of Liggett's defined benefit plans. The charge
was based on the extent to which our accumulated benefit obligations under the
pension plan on September 30, 2002 exceeded the fair value of the pension
plan's assets on that date. We also currently anticipate net pension expense for
defined benefit pension plans and other postretirement benefit expense
aggregating approximately $4,100 for 2003. In contrast, our funding obligations
under the pension plans are governed by ERISA. To comply with ERISA's minimum
funding requirements, we do not currently anticipate that we will be required to
make any funding to the pension plans for the pension plan year beginning on
January 1, 2003 and ending on December 31, 2003. Any additional funding
obligation that we may have for subsequent years is contingent on several
factors and is not reasonably estimable at this time.
RESULTS OF OPERATIONS
The following discussion provides an assessment of our results of
operations, capital resources and liquidity and should be read in conjunction
with our consolidated financial statements and related notes included elsewhere
in this report. The consolidated financial statements include the accounts of
VGR Holding, Liggett, Vector Tobacco, Liggett-Ducat (through July 31, 2000) and
other less significant subsidiaries. Our interest in New Valley's common shares
was 57.3% at December 31, 2002.
For purposes of this discussion and other consolidated financial
reporting, our significant business segments for the year ended December 31,
2002 were Liggett, Vector Tobacco and real estate. The Liggett segment consists
of the manufacture and sale of conventional cigarettes and, for segment
reporting purposes, includes the operations of Medallion acquired on April 1,
2002 (which operations are held for legal purposes as part of Vector Tobacco).
The Vector Tobacco segment includes the development and marketing of reduced
nicotine, nicotine-free and reduced carcinogen cigarette products and, for
segment reporting purposes, excludes the operations of Medallion. Our
significant business segments for the years ended December 31, 2002 and 2001
were Liggett, Vector Tobacco and real estate. Our significant business segments
for the year ended December 31, 2000 were Liggett, Liggett-Ducat, Vector Tobacco
and real estate.
42
2002 COMPARED TO 2001 AND 2001 COMPARED TO 2000
FOR THE YEAR ENDED DECEMBER 31,
---------------------------------------
2002 2001 2000
--------- --------- ---------
(Dollars in Thousands)
NET REVENUES:
Liggett .................. $ 494,975 $ 432,918 $ 304,594
Liggett-Ducat(1) ......... -- -- 107,263
Vector Tobacco ........... 7,442 4,498 --
--------- --------- ---------
Total tobacco .......... 502,417 437,416 411,857
Real estate .............. 1,001 9,966 3,198
--------- --------- ---------
Total revenues ....... $ 503,418 $ 447,382 $ 415,055
========= ========= =========
OPERATING INCOME:
Liggett .................. $ 102,718 $ 107,052 $ 71,434
Liggett-Ducat(1) ......... -- -- (5,667)
Vector Tobacco ........... (88,159) (48,643) (15,459)
--------- --------- ---------
Total tobacco ........ 14,559 58,409 50,308
Real estate .............. (578) 413 (5,335)
Corporate and other ...... (32,688) (27,479) (4,872)
--------- --------- ---------
Total operating income $ (18,707) $ 31,343 $ 40,101
========= ========= =========
- -------------
(1) Liggett-Ducat's revenues and operating income are included through the
seven months ended July 31, 2000.
2002 COMPARED TO 2001
REVENUES. Total revenues were $503,418 for the year ended December 31,
2002 compared to $447,382 for the year ended December 31, 2001. This 12.5%
($56,036) increase in revenues was due to a $62,057 or 14.3% increase in
revenues at Liggett, and a $2,944 increase in revenues at Vector Tobacco, offset
by a decrease of $8,965 in real estate revenues at New Valley.
TOBACCO REVENUES. In 2001, the major cigarette manufacturers, including
Liggett, announced list price increases of $1.90 per carton. On April 2, 2002,
the major manufacturers announced list price increases of $1.20 per carton.
Liggett matched the increase on its premium brands only. On July 1, 2002,
Liggett announced a list price increase of $.60 per carton on LIGGETT SELECT. On
December 2, 2002, Liggett announced a list price increase of $.80 per carton on
LIGGETT SELECT.
For the year ended December 31, 2002, net sales at Liggett totaled
$494,975, compared to $432,918 for the year ended December 31, 2001. Revenues
increased by 14.3% ($62,057) due to price increases of $34,965 and a 10.5%
increase in unit sales volume (approximately 929.9 million units) accounting for
$45,271 in positive volume variance, partially offset by $18,179 in unfavorable
sales mix. Net sales for 2002 include $35,199 related to sales of cigarette
brands acquired in the April 2002 Medallion acquisition. Tobacco revenues at
Vector Tobacco were $7,442 and relate primarily to sales of OMNI.
Premium sales at Liggett in 2002 amounted to $35,550 and represented
7.2% of total Liggett sales, compared to $67,051 and 15.5% of total sales for
2001. In the premium segment, revenues decreased by 47.0% ($31,501) for the year
ended December 31, 2002, compared to 2001, due to unfavorable volume variances
of $17,884, reflecting a 26.7% decrease in unit sales volume (approximately
204.9 million units), and unfavorable price variances of $13,617.
43
The decline in Liggett's premium sales revenue during the 2002 period
reflects both the decrease in sales volume of premium-priced cigarettes and
increased promotional spending on premium brands driven primarily by weak
economic conditions, substantial excise tax increases in many states, and
significant promotional and pricing activity from the major U.S. cigarette
manufacturers.
Discount sales at Liggett (comprising the brand categories of branded
discount, private label, control label, generic, international and contract
manufacturing) in 2002 amounted to $459,425 and represented 92.8% of total
Liggett sales, compared to $365,866 and 84.5% of total Liggett sales for 2001.
In the discount segment, revenues grew by 25.6% ($93,557) for the year ended
December 31, 2002 compared to 2001, due to price increases of $48,582, a 14.0%
increase in unit sales volume (approximately 1,134.8 million units) accounting
for $51,103 in positive volume variances, partially offset by an unfavorable
product mix among the discount brand categories of $6,128. The growth in
discount volume in 2002 related primarily to the increased sales volume of
LIGGETT SELECT and the Medallion brands acquired in April 2002 offset by reduced
volume among other discount brands. Net sales of the LIGGETT SELECT brand
increased $78,018 in 2002 over net sales for 2001, and its unit volume increased
48.4% in 2002 compared to 2001.
TOBACCO GROSS PROFIT. Tobacco gross profit was $157,795 for the year
ended December 31, 2002 compared to $177,109 for the year ended December 31,
2001, a decrease of $19,314 or 10.9% when compared to last year, due primarily
to the volume and price increases discussed above at Liggett offset by costs
associated with the operations of Vector Tobacco. Liggett's brands contributed
112.3% to our gross profit, and Vector Tobacco cost 12.3% for the year ended
December 31, 2002. In 2001, essentially all of the tobacco gross profit related
to Liggett's brands.
Liggett's gross profit of $177,231 for the year ended December 31, 2002
increased $951 from gross profit of $176,280 in 2001 due primarily to price and
unit volume increases partially offset by the increase in fixed manufacturing
costs. As a percent of revenues (excluding federal excise taxes), gross profit
at Liggett decreased to 58.3% for the year ended December 31, 2002 compared to
62.4% for 2001, with gross profit for the premium segment decreasing to 24.7%
for the year ended December 31, of 2002 compared to 72.1% for the year ended
December 31, 2001 and gross profit for the discount segment increasing to 61.2%
in 2002 from 60.1% in 2001. This overall decrease in Liggett's gross profit is
due primarily to the inclusion of the higher estimated payment obligations under
the Attorneys General Master Settlement Agreement within cost of goods sold, the
increase in promotional spending on premium brands discussed above and the
disproportionate rise in deep discount sales, leading to lower gross profit.
REAL ESTATE REVENUES. New Valley's real estate revenues were $1,001 for
the year ended December 31, 2002. This compares to revenues of $9,966 from real
estate activities for the year ended December 31, 2001, a decrease of $8,965,
with the decline primarily due to the absence of rental revenues of $8,024 from
Western Realty Investments, which was sold in December 2001, and New Valley's
remaining shopping center, which was disposed of in May 2002.
EXPENSES. Operating, selling, general and administrative expenses and
settlement charges were $177,503 for the year ended December 31, 2002 compared
to $156,332 for the prior year. The increase of $21,171 was due primarily to a
$19,251 increase in expenses at Vector Tobacco related to expenses of product
development and marketing for Vector Tobacco's OMNI and QUEST brands and
increased expenses at corporate offset by lower expenses at New Valley primarily
due to a decrease in professional fees. Expenses at Liggett were $74,513 for the
year ended December 31, 2002 compared to $69,228 for the prior year, an increase
of $5,285. The increase in operating expenses at Liggett was due primarily to a
larger sales force, increased marketing efforts and a $3,460 restructuring
44
charge taken in March 2002 in connection with the formation of Liggett Vector
Brands and used for reorganization of its business. Expenses at Vector Tobacco
for the year ended December 31, 2002 were $68,723, compared to expenses of
$49,472 for the prior year.
For the year ended December 31, 2001, Liggett operating income of
$107,052 included $9,723 of expense relating to the ENGLE class action. As
discussed in Note 15 to our consolidated financial statements, on May 7, 2001,
Liggett reached an agreement with the class in the ENGLE case, which will
provide assurance to Liggett that the stay of execution, currently in effect
pursuant to the Florida bonding statute, will not be lifted or limited at any
point until completion of all appeals, including to the United States Supreme
Court. As required by the agreement, Liggett paid $6,273 into an escrow account
to be held for the benefit of the ENGLE class, and released, along with
Liggett's existing $3,450 statutory bond, to the court for the benefit of the
class upon completion of the appeals process, regardless of the outcome of the
appeal. As a result, we recorded a $9,723 pre-tax charge to the consolidated
statement of operations for the first quarter of 2001. Vector Tobacco's
operating loss was $88,159 for the year ended December 31, 2002 compared to
$48,643 in the 2001 period.
OTHER INCOME (EXPENSES). Other expenses were $47,263 offset by other
income of $19,309 for the year ended December 31, 2002 compared to expenses of
$31,952 offset by other income of $29,419 for the year ended December 31, 2001.
In 2002, a provision for loss on notes receivable of $13,198 established by New
Valley, a loss on investments of $6,240 and increased interest expense of
$27,825 were offset by interest and dividend income of $10,071 and a gain on
sale of assets of $9,097. The gain on sale of assets includes a gain of $8,484
related to the sale of BrookeMil in April 2002 and a gain of $564 on the
disposal of New Valley's remaining shopping center in May 2002. For 2001,
interest and dividend income of $11,799 and a gain on a legal settlement of
$17,620 arising from the resolution of an insurance claim relating to New
Valley's former Western Union satellite business were offset primarily by
interest expense and a loss on the sale of real estate assets.
Interest expense was $27,825 for the year ended December 31, 2002
compared to $21,387 for the prior year, due to the issuance of additional
long-term debt at the corporate level, early extinguishment of debt also at the
corporate level and increased equipment financing when compared to the prior
period as well as issuance of the notes relating to the Medallion acquisition.
In 2001, interest expense included a charge of $6,445 for the loss on conversion
of a portion of our convertible subordinated notes due 2008 to common stock.
(LOSS) INCOME FROM CONTINUING OPERATIONS. The loss from continuing
operations before income taxes and minority interests for the year ended
December 31, 2002 was $47,661 compared to income of $28,810 for the year ended
December 31, 2001. Income tax benefit was $6,353 and minority interests in
losses of subsidiaries were $9,514 for the year ended December 31, 2002. This
compared to tax expense of $15,017 and minority interests in losses of
subsidiaries of $7,407 for the year ended December 31, 2001. The effective tax
rates for the year ended December 31, 2002 and December 31, 2001 do not bear a
customary relationship to pre-tax accounting income principally as a consequence
of non-deductible expenses and state income taxes.
2001 COMPARED TO 2000
REVENUES. Total revenues were $447,382 for the year ended December 31,
2001 compared to $415,055 for the year ended December 31, 2000. This 7.8%
($32,327) increase in revenues was due to a $128,324 or 42.1% increase in
revenues at Liggett, $4,498 in revenues at Vector Tobacco and an increase of
$6,768 in real estate revenues at New Valley, offset by the loss in revenues of
Liggett-Ducat ($107,263 in 2000) due to the sale of Western Tobacco Investments
in August 2000.
45
TOBACCO REVENUES. During 2000, the major cigarette manufacturers,
including Liggett, announced list price increases of $3.30 per carton. In 2001,
the major cigarette manufacturers, including Liggett, announced list price
increases of $1.90 per carton.
Tobacco revenues at Liggett increased by 42.1% ($128,323) due to price
increases of $1,154 and to a 43.4% increase in unit sales volume (approximately
2,693.4 million units) accounting for $132,341 in volume variance, partially
offset by $5,172 in unfavorable sales mix.
Premium sales at Liggett in 2001 amounted to $67,051 and represented
15.5% of total Liggett sales, compared to $48,211 and 15.8% of total sales for
2000. In the premium segment, revenues increased by 39.1% ($18,840) for the year
ended December 31, 2001, compared to 2000, due to a favorable volume variance of
$20,808, reflecting a 43.2% increase in unit sales volume (approximately 231.6
million units), corresponding with the JADE and EVE 100 product introductions in
the third quarter of 2001, partially offset by unfavorable price variance of
$1,968.
Discount sales at Liggett in 2001 amounted to $365,867 and represented
84.5% of total Liggett sales, compared to $256,383 and 84.2% of total Liggett
sales for 2000. In the discount segment, revenues grew by 42.7% ($109,484) for
the year ended December 31, 2001 compared to 2000, due to a 43.5% gain in unit
sales volume (approximately 2,461.9 million units) accounting for $111,463 in
positive volume variance and price increases of $3,124, partially offset by an
unfavorable product mix among the discount brand categories of $5,103. Net sales
of the LIGGETT SELECT brand, introduced in 2000, increased $89,947 in 2001 over
net sales for 2000.
TOBACCO GROSS PROFIT. Gross profit was $177,109 for the year ended
December 31, 2001 compared to $141,188 for the year ended December 31, 2000, an
increase of $35,921 or 25.3% when compared to the prior year, due primarily to
volume and price increases and manufacturing efficiencies at Liggett offset by
the estimated payment obligations under the Attorneys General Master Settlement
Agreement and by the absence of Liggett-Ducat due to the sale of Western Tobacco
Investments in August 2000. Liggett's premium brands contributed 22.0% to our
gross profit, the discount segment contributed 77.5% and Vector Tobacco
contributed .5% for the year ended December 31, 2001. In 2000, Liggett's premium
brands contributed 23.2%, the discount segment contributed 66.2% and
Liggett-Ducat contributed 10.6%.
Liggett's gross profit of $176,280 for the year ended December 31, 2001
increased $50,022 from gross profit of $126,258 in 2000, due primarily to the
price and unit volume increases, offset by the estimated payment obligations
under the Attorneys General Master Settlement Agreement discussed above. As a
percent of revenues (excluding federal excise taxes), gross profit at Liggett
decreased to 62.4% for the year ended December 31, 2001 compared to 62.7% for
2000, with gross profit for the premium segment at 72.1% for the year ended
December 31, 2001 compared to 83.7% for the year ended December 31, 2000 and
gross profit for the discount segment at 60.1% in 2001 and 57.7% in 2000. This
overall decrease is due primarily to the inclusion of the estimated payment
obligation under the Attorneys General Master Settlement Agreement within cost
of goods sold, the increase in promotional spending on premium brands and the
disproportionate rise in deep-discount sales.
REAL ESTATE REVENUES. New Valley's real estate revenues were $9,966 for
the year ended December 31, 2001. This compares to revenues of $3,198 from real
estate activities for the year ended December 31, 2000. The increase of $6,768
was attributable to the inclusion of $8,024 of Western Realty Development rental
revenues from the Ducat Place II office building in Moscow, offset by a decrease
in revenues resulting from the sale of one of New Valley's two U. S. shopping
centers in February 2001.
46
EXPENSES. Operating, selling, general and administrative expenses and
settlement charges were $156,332 for the year ended December 31, 2001 compared
to $104,885 for the prior year. The increase of $51,447 was due primarily to a
$14,404 increase in expenses at Liggett, a $34,013 increase in expenses at
Vector Tobacco and additional expenses of $1,480 at New Valley, offset by an
increase in pension income of $2,383 and the absence of expenses of
Liggett-Ducat due to the sale of Western Tobacco Investments. Expenses at
Liggett were $69,228 for the year ended December 31, 2001 compared to $54,824
for the prior year. The increase in operating expenses at Liggett was due
primarily to marketing efforts, additional expenses related to a larger sales
force and the $9,723 charge related to the ENGLE class action discussed above.
Expenses at Vector Tobacco for the year ended December 31, 2001 were $49,472,
compared to expenses of $15,459 for the prior year. The increase at Vector
Tobacco was due to increased expenses of product development and marketing for
Vector Tobacco's OMNI and QUEST brands. Increased expenses at New Valley were
due primarily to inclusion of expenses from Western Realty Development offset by
lower expenses as a result of the sale of the shopping center, lower expenses
for BrookeMil and discontinued operations.
OTHER INCOME (EXPENSES). Other expenses were $31,952 offset by other
income of $29,149 for the year ended December 31, 2001 compared to other income
of $261,155 offset by other expense of $36,207 for the year ended December 31,
2000. In 2001, interest and dividend income of $11,799 and a gain on a legal
settlement of $17,620 arising from the resolution of an insurance claim relating
to New Valley's former Western Union satellite business were offset primarily by
interest expense and a loss on the sale of real estate assets. For the year
ended December 31, 2000, we recognized a gain of $192,923 on the sale of Western
Tobacco Investments and New Valley recognized $52,589 on the sale through its
interest in the joint venture, Western Realty Development.
Interest expense was $21,387, and included a charge of $6,445 for the
loss on conversion of a portion of our convertible subordinated notes due 2008
to common stock, for the year ended December 31, 2001 compared to $30,610 for
the prior year. The decrease from the prior year of $9,223 was largely due to
the repurchase of all of the VGR Holding 15.75% senior secured notes due 2001
in 2000 offset by issuance of long-term notes at the corporate level.
INCOME FROM CONTINUING OPERATIONS. The income from continuing
operations for the year ended December 31, 2001 was $21,200 compared to income
of $167,754 for the year ended December 31, 2000. Income tax expense was $15,017
and minority interests in losses of subsidiaries were $7,407 for the year ended
December 31, 2001. This compared to tax expense of $81,783 and minority
interests in income of subsidiaries of $15,512 for the year ended December 31,
2000. The effective tax rates for the year ended December 31, 2001 and December
31, 2000 do not bear a customary relationship to pre-tax accounting income
principally as a consequence of non-deductible expenses in 2001 and foreign
taxes in 2000.
47
DISCONTINUED OPERATIONS
On November 30, 2001, New Valley announced that it would distribute its
22,543,158 shares of Ladenburg Thalmann Financial Services common stock, a 53.6%
interest, to holders of New Valley common shares through a special dividend. On
the same date, we announced that we would, in turn, distribute the 12,694,929
shares of Ladenburg Thalmann Financial Services common stock that we would
receive from New Valley to the holders of our common stock. The special
dividends were accomplished through pro rata distributions of the Ladenburg
Thalmann Financial Services shares, paid on December 20, 2001 to holders of
record as of December 10, 2001. New Valley stockholders received 0.988 of a
Ladenburg Thalmann Financial Services share for each share of New Valley, and
our stockholders received 0.348 of a Ladenburg Thalmann Financial Services share
for each of our shares.
Our consolidated financial statements reflect New Valley's
broker-dealer operations as discontinued operations for all periods presented.
Accordingly, revenues, costs and expenses, and cash flows of the discontinued
operations have been excluded from the respective captions in the consolidated
statements of operations and consolidated statements of cash flows. The net
operating results of these entities have been reported, net of minority
interests and applicable income taxes, as "Income (loss) from discontinued
operations," and the net cash flows of these entities have been reported as
"Impact of discontinued operations."
Summarized operating results of the discontinued broker-dealer
operations are as follows:
YEAR ENDED DECEMBER 31,
-----------------------
2001(1) 2000
-------- --------
Revenues ........................... $ 88,473 $ 90,111
(Loss) income from operations before
income taxes .................... (12,030) 6,298
(Benefit) provision for income taxes (1,356) 1,084
Minority interests ................. 8,557 (3,398)
-------- --------
Net (loss) income .................. $ (2,117) $ 1,816
======== ========
- -------------------
(1) Results of operations included for the period January 1 through December
20, 2001.
In 2001, Vector recognized a gain on disposal of discontinued
operations of $1,580 relating to New Valley's adjustments of accruals
established during its bankruptcy proceedings in 1993 and 1994. In 2000, Vector
recognized a gain on disposal of discontinued operations of $6,469 from
adjustments of New Valley's bankruptcy accruals. The reversal of the accruals
reduced restructuring, employee benefit and various tax accruals previously
established.
LIQUIDITY AND CAPITAL RESOURCES
Net cash and cash equivalents decreased $117,734 in 2002 and increased
$60,248 in 2001 and $137,390 in 2000.
Net cash used in operations in 2002 was $11,603 compared to net cash
provided by operations of $19,720 in 2001 and net cash used in operations of
$4,850 in 2000. Net cash used in operations for 2002 resulted primarily from a
net loss of $31,794 due to increased operating losses at Vector Tobacco and
marketing promotions at Liggett. In addition, there was an increase in
inventories offset by a decrease in accounts receivable and an increase in
current liabilities. Further, in 2002 there was the non-cash impact of
depreciation and amortization stock-based expense, provision for loss on
investments and provision for uncollectibility of notes receivable offset by a
loss in minority interests, gain on sale of investments and a change in current
taxes. Cash provided by operations in 2001 resulted primarily from increased net
income of Liggett offset by expenses of product development at Vector Tobacco
and a loss at New Valley. In addition, in 2001, there was the non-cash impact of
depreciation and amortization, non-cash stock-based expense,
48
losses on the sale of real estate and the conversion of debt offset by the
impact of discontinued operations, income taxes and minority interests. Cash
used in 2000 for operating activities resulted principally from lower operating
income at Liggett, the gain on the sale of Liggett-Ducat and expenses of product
development at Vector Tobacco offset by a reduction in debt service due to the
Company's repurchase of $150,294 of the VGR Holding senior secured notes.
Cash used in investing activities of $95,682 in 2002 compared to cash
used of $176,308 in 2001 and cash provided of $313,899 in 2000. In 2002, cash
was used principally for a portion ($50,000) of the purchase price of Medallion
and for the purchase of machinery and equipment for $96,636 as well as for the
issuance of a note receivable at New Valley for $4,000. These expenditures were
offset primarily by net proceeds of $20,461 received from the sale by New Valley
of BrookeMil and the net sale or maturity of investment securities of $36,700.
In 2001, cash was used primarily for investment in debt securities at the
corporate level of $152,793, investment in equity securities at New Valley of
$10,166 and for capital expenditures, primarily at Vector Tobacco and Liggett.
In addition, there were purchases of long-term investments at New Valley of
$5,711. These expenditures were offset primarily by the sale or maturity of
investment securities of $16,418, sales of assets of $7,912 and proceeds from
sales of real estate of $42,160 in Russia and the United States. In 2000, the
majority of the proceeds, $382,077, were attributable to the sale of Western
Tobacco Investments and the sale or maturity of investment securities. This was
offset primarily by the purchase of investment securities at New Valley and
capital expenditures at Liggett of $13,387 and Liggett-Ducat of $9,000.
Cash used in financing activities was $10,449 for 2002 compared to cash
provided by financing activities of $212,830 in 2001 and cash used of $173,288
in 2000. In 2002, cash was used primarily for dividends of $54,477 and
repayments of debt of $23,340 offset by proceeds from debt of $78,135 and
proceeds from the exercise of options of $2,957. In 2001, proceeds from debt
were $264,441 offset by repayments on debt of $32,777 and net repayments on the
revolving credit facilities of $19,374. In addition, cash was provided by the
issuance of common stock of $50,000 as well as the exercise of warrants and
options for $17,185. These transactions were offset by distributions on common
stock of $46,751, deferred financing charges of $9,642 and decreases of $4,675
in margin loans payable. Cash in the 2000 period was used primarily to redeem
all outstanding VGR Holding notes and to repay the participating loan and
amounts related to the sale of Western Tobacco Investments to Western Realty
Development. In addition, distributions on common stock were $30,759.
LIGGETT. Liggett has a $40,000 credit facility under which $0 was
outstanding at December 31, 2002. Availability under the facility was
approximately $30,477 based on eligible collateral at December 31, 2002. The
facility is collateralized by all inventories and receivables of Liggett.
Borrowings under the facility, whose interest is calculated at a rate equal to
1.0% above First Union's (the indirect parent of Congress Financial Corporation,
the lead lender) prime rate, bore a rate of 5.25% at December 31, 2002. The
facility requires Liggett's compliance with certain financial and other
covenants including a restriction on the payment of cash dividends unless
Liggett's borrowing availability under the facility for the 30-day period prior
to the payment of the dividend, and after giving effect to the dividend, is at
least $5,000. In addition, the facility, as amended, imposes requirements with
respect to Liggett's adjusted net worth (not to fall below $8,000 as computed in
accordance with the agreement) and working capital (not to fall below a deficit
of $17,000 as computed in accordance with the agreement). At December 31, 2002,
Liggett was in compliance with all covenants under the credit facility;
Liggett's adjusted net worth was $35,727 and net working capital was $4,309 as
computed in accordance with the agreement. The facility expires on March 8, 2004
subject to automatic renewal for an additional year.
In November 1999, 100 Maple LLC, a new company formed by Liggett to
purchase an industrial facility in Mebane, North Carolina, borrowed $5,040 from
the lender under Liggett's credit facility. In July 2001, Maple borrowed an
additional $2,340 under the loan, and a total of $5,190 was outstanding at
49
December 31, 2002. In September 2002, the lender agreed that no further
regularly scheduled principal payments would be due under the Maple loan until
March 1, 2004. Thereafter, the loan is payable in 27 monthly installments of $77
with a final payment of $3,111. Interest is charged at the same rate as
applicable to Liggett's credit facility, and borrowings under the Maple loan
reduce the maximum availability under the credit facility. Liggett has
guaranteed the loan, and a first mortgage on the Mebane property and equipment
collateralizes the Maple loan and Liggett's credit facility. Liggett completed
the relocation of its manufacturing operations to this facility in October 2000.
In March 2000, Liggett purchased equipment for $1,000 under a capital
lease which is payable in 60 monthly installments of $21 with an effective
annual interest rate of 10.14%. In April 2000, Liggett purchased equipment for
$1,071 under two capital leases which are payable in 60 monthly installments of
$22 with an effective interest rate of 10.20%.
Beginning in October 2001, Liggett upgraded the efficiency of its
manufacturing operation at Mebane with the addition of four new state-of-the-art
cigarette makers and packers, as well as related equipment. The total cost of
these upgrades was approximately $20,000. Liggett took delivery of the first two
of the new lines in the fourth quarter of 2001 and financed the purchase price
of $6,404 through capital lease arrangements guaranteed by us and payable in 60
monthly installments of $106 with interest calculated at the prime rate. In
March 2002, the third line was delivered, and the purchase price of $3,023 was
financed through the issuance of a note, payable in 30 monthly installments of
$62 and then 30 monthly installments of $51 with an effective annual interest
rate of 4.68%. In May 2002, the fourth line was delivered, and Liggett financed
the purchase price of $2,871 through the issuance of a note, payable in 30
monthly installments of $59 and then 30 monthly installments of $48 with an
effective annual interest rate of 4.64%. In September 2002, Liggett purchased
additional equipment for $1,573 through a note, guaranteed by us, payable in 60
monthly installments of $26 with interest rate calculated at LIBOR plus 4.31%.
In May 1999, in connection with the Philip Morris brand transaction,
Eve Holdings Inc., a subsidiary of Liggett, guaranteed a $134,900 bank loan to
Trademarks LLC. The loan is secured by Trademarks' three premium cigarette
brands and Trademarks' interest in the exclusive license of the three brands by
Philip Morris. The license provides for a minimum annual royalty payment equal
to the annual debt service on the loan plus $1,000.
Liggett (and, in certain cases, Brooke Group Holding, our predecessor
and a wholly-owned subsidiary of VGR Holding) and other United States cigarette
manufacturers have been named as defendants in a number of direct and
third-party actions (and purported class actions) predicated on the theory that
they should be liable for damages from cancer and other adverse health effects
alleged to have been caused by cigarette smoking or by exposure to so-called
secondary smoke from cigarettes. We believe, and have been so advised by counsel
handling the respective cases, that Brooke Group Holding and Liggett have a
number of valid defenses to claims asserted against them. Litigation is subject
to many uncertainties. An unfavorable verdict was returned in the first phase of
the ENGLE smoking and health class action trial pending in Florida. In July
2000, the jury awarded $790,000 in punitive damages against Liggett in the
second phase of the trial, and the court entered an order of final judgment.
Liggett intends to pursue all available post-trial and appellate remedies. If
this verdict is not eventually reversed on appeal, or substantially reduced by
the court, it will have a material adverse effect on Vector. Liggett has filed
the $3,450 bond required under the bonding statute enacted in 2000 by the
Florida legislature which limits the size of any bond required, pending appeal,
to stay execution of a punitive damages verdict. In May 2001, Liggett reached an
50
agreement with the class in the ENGLE case, which will provide assurance to
Liggett that the stay of execution, currently in effect pursuant to the Florida
bonding statute, will not be lifted or limited at any point until completion of
all appeals, including to the United States Supreme Court. As required by the
agreement, Liggett paid $6,273 into an escrow account to be held for the benefit
of the ENGLE class, and released, along with Liggett's existing $3,450 statutory
bond, to the court for the benefit of the class upon completion of the appeals
process, regardless of the outcome of the appeal. In June 2002, the jury in an
individual case brought under the third phase of the ENGLE case awarded $37,500
of compensatory damages against Liggett and two other defendants and found
Liggett 50% responsible for the damages. The verdict will be subject to the
outcome of the ENGLE appeal. It is possible that additional cases could be
decided unfavorably and that there could be further adverse developments in the
ENGLE case. Management cannot predict the cash requirements related to any
future settlements and judgments, including cash required to bond any appeals,
and there is a risk that those requirements will not be able to be met. An
unfavorable outcome of a pending smoking and health case could encourage the
commencement of additional similar litigation. In recent years, there have been
a number of adverse regulatory, political and other developments concerning
cigarette smoking and the tobacco industry. These developments generally receive
widespread media attention. Neither we nor Liggett are able to evaluate the
effect of these developing matters on pending litigation or the possible
commencement of additional litigation or regulation. See Note 15 to our
consolidated financial statements.
Management is unable to make a meaningful estimate of the amount or
range of loss that could result from an unfavorable outcome of the cases pending
against Brooke Group Holding or Liggett or the costs of defending such cases. It
is possible that our consolidated financial position, results of operations or
cash flows could be materially adversely affected by an unfavorable outcome in
any such tobacco-related litigation.
V.T. AVIATION. In February 2001, V.T. Aviation LLC, a subsidiary of
Vector Research Ltd., purchased an airplane for $15,500 and borrowed $13,175 to
fund the purchase. The loan, which is collateralized by the airplane and a
letter of credit from us for $775, is guaranteed by Vector Research, VGR Holding
and us. The loan is payable in 120 monthly installments of $125 including annual
interest of 2.31% above the 30-day commercial paper rate with a final payment of
$6,125.
In February 2002, V.T. Aviation purchased an airplane for $6,575 and
borrowed $6,150 to fund the purchase. The loan is guaranteed by Vector Research
and us. The loan is payable in 120 monthly installments of $44, including annual
interest at 2.75% above the 30-day commercial paper rate.
VECTOR TOBACCO. In June 2001, Vector Tobacco purchased for $8,400 an
industrial facility in Timberlake, North Carolina. Vector Tobacco financed the
purchase with an $8,200 loan. The loan is payable in 60 monthly installments of
$85, plus interest at 4.85% above the LIBOR rate, with a final payment of
approximately $3,160. The loan, which is collateralized by a mortgage and a
letter of credit of $1,750, is guaranteed by us and by VGR Holding.
During December 2001, Vector Tobacco executed a second promissory note
with the same lender for approximately $1,159 to finance building improvements.
The second promissory note is payable in 30 monthly installments of $39 plus
accrued interest, with an annual interest rate of LIBOR plus 5.12%.
On April 1, 2002, a subsidiary of ours acquired the stock of The
Medallion Company, Inc., and related assets from Medallion's principal
stockholder. Medallion was a discount cigarette manufacturer headquartered in
Richmond, Virginia.
Following the purchase of the Medallion stock, Vector Tobacco merged
into Medallion and Medallion changed its name to Vector Tobacco Inc. The total
purchase price for the Medallion shares and the related assets consisted of
$50,000 in cash and $60,000 in notes, with the notes guaranteed by us and by
Liggett. Of the notes, $25,000 bear interest at a 9.0% annual rate and mature
51
$3,125 per quarter commencing June 30, 2002 and continuing through March 31,
2004. The remaining $35,000 of notes bear interest at 6.5% per year and mature
on April 1, 2007.
VGR HOLDING. On May 14, 2001, VGR Holding issued at a discount $60,000
principal amount of 10% senior secured notes due March 31, 2006 in a private
placement. VGR Holding received net proceeds from the offering of approximately
$46,500. On April 30, 2002, VGR Holding issued at a discount an additional
$30,000 principal amount of 10% senior secured notes due March 31, 2006 in a
private placement and received net proceeds of approximately $25,000. The notes
were priced to provide purchasers with a 15.75% yield to maturity. The notes are
on the same terms as the $60,000 principal amount of senior secured notes
previously issued. All of the notes have been guaranteed by us and by Liggett.
The notes are collateralized by substantially all of VGR Holding's
assets, including a pledge of VGR Holding's equity interests in its direct
subsidiaries, including Brooke Group Holding, Brooke (Overseas) Ltd., Vector
Tobacco and New Valley Holdings, Inc., as well as a pledge of the shares of
Liggett and all of the New Valley securities held by VGR Holding and New Valley
Holdings. The purchase agreement for the notes contains covenants, which among
other things, limit the ability of VGR Holding to make distributions to us to
50% of VGR Holding's net income, unless VGR Holding holds $75,000 in cash after
giving effect to the payment of the distribution, and limit additional
indebtedness of VGR Holding, Liggett and Vector Tobacco to 250% of EBITDA (as
defined in the purchase agreements) for the trailing 12 months plus, for
periods through December 31, 2003, additional amounts including up to $100,000
during the period commencing on December 31, 2002 and ending on March 31, 2003,
$115,000 during the period commencing on April 1, 2003 and ending on June 29,
2003, $100,000 during the period commencing on June 30, 2003 and ending on
September 29, 2003 and $50,000 during the period commencing on September 30,
2003 and ending on December 31, 2003. The covenants also restrict transactions
with affiliates subject to exceptions which include payments to us not to
exceed $9,500 per year for permitted operating expenses, and limit the ability
of VGR Holding to merge, consolidate or sell certain assets. In November 2002,
in connection with an amendment to the note purchase agreement, VGR Holding
repurchased $8,000 of the notes at a price of 100% of the principal amount plus
accrued interest. We recognized a loss of $1,320 in 2002 on the early
extinguishment of debt.
In March 2003, in connection with an additional amendment to the note
purchase agreement, VGR Holding agreed to repurchase, under certain conditions,
during the second, third and fourth quarters of 2003 up to a total of $12,000
of the notes at a price of 100% of the principal amount plus accrued interest.
We will recognize a loss of approximately $2,000 in 2003 on the early
extinguishment of debt if we repurchase the $12,000 of the notes.
VGR Holding has the right (which it has not exercised) under the
purchase agreement for the notes to elect to treat Vector Tobacco as a
"designated subsidiary" and exclude the losses of Vector Tobacco in determining
the amount of additional indebtedness permitted to be incurred. If VGR Holding
were to make this election, future cash needs of Vector Tobacco would be
required to be funded directly by us or by third-party financing as to which
neither VGR Holding nor Liggett could provide any guarantee or credit support.
Prior to May 14, 2003, VGR Holding may redeem up to $31,500 of the
notes at a redemption price of 100% of the principal amount with proceeds from
one or more equity offerings. VGR Holding may redeem the notes, in whole or in
part, at a redemption price of 100% of the principal amount beginning May 14,
2003. During the term of the notes, VGR Holding is required to offer to
repurchase all the notes at a purchase price of 101% of the principal amount, in
the event of a change of control, and to offer to repurchase notes, at 100% of
the principal amount, with the proceeds of material asset sales.
NEW VALLEY. In December 2002, New Valley financed a portion of its
purchase of two office buildings in Princeton, N.J. with a $40,500 mortgage loan
from HSBC Realty Credit Corporation (USA). The loan has a term of four years,
52
bears interest at a floating rate of 2% above LIBOR, and is secured by a first
mortgage on the office buildings, as well as by an assignment of leases and
rents. Principal is amortized to the extent of $54 per month during the term of
the loan. The loan may be prepaid without penalty and is non-recourse against
New Valley, except for various specified environmental and related matters,
misapplication of tenant security deposits and insurance and condemnation
proceeds, and fraud or misrepresentation by New Valley in connection with the
indebtedness.
On January 15, 2003, New Valley announced it had reached an agreement
in principal with Globalstar L.P., pursuant to which New Valley would invest
$55,000 as part of a plan of reorganization of Globalstar. Globalstar, which is
currently in bankruptcy, is engaged in the global mobile satellite
telecommunications services business. On January 30, 2003, New Valley announced
that the agreement in principle had terminated due to New Valley's inability to
reach final agreement with Globalstar's Creditors Committee. New Valley has had
continuing discussions with Globalstar regarding a proposed investment in its
business.
VECTOR. We believe that we will continue to meet our liquidity
requirements through 2003, although the covenants in the purchase agreement for
VGR Holding's notes limit the ability of VGR Holding to make distributions to
us unless certain tests are met. Under the terms of these covenants, at
December 31, 2002, VGR Holding was generally not permitted to pay distributions
to us except for tax sharing payments and specified amounts of operating
expenses. Corporate expenditures (exclusive of Liggett, Vector Research, Vector
Tobacco and New Valley) over the next twelve months for current operations
include cash interest expense of approximately $16,500, dividends on our
outstanding shares (currently at an annual rate of approximately $60,000) and
corporate expenses. In addition, VGR Holding has agreed to repurchase, under
certain conditions, up to a total of $12,000 of the notes during the second,
third and fourth quarters of 2003. We anticipate funding our expenditures for
current operations with available cash resources, proceeds from public and/or
private debt and equity financing, management fees from subsidiaries and tax
sharing and other payments from Liggett or New Valley. New Valley may acquire
or seek to acquire additional operating businesses through merger, purchase of
assets, stock acquisition or other means, or to make other investments, which
may limit its ability to make such distributions.
In May 2001, we sold 1,807,377 shares of our common stock to High River
Limited Partnership, an investment entity owned by Carl C. Icahn, for $50,000 at
a price of $27.67 per share. During 2001, we also issued approximately 3,123,750
shares of our common stock and on exercise of warrants and options by other
persons and entities. We received total proceeds of approximately $67,185 from
the sale to High River and the other issuances of common stock on exercise of
warrants and options. During 2002, we received total proceeds of approximately
$2,694 from the issuance of 1,609,091 of common stock on exercise of warrants
and options.
In July 2001, we completed the sale of $172,500 (net proceeds of
approximately $166,400) of our 6.25% convertible subordinated notes due 2008
through a private offering to qualified institutional investors in accordance
with Rule 144A under the Securities Act of 1933. The notes pay interest at 6.25%
per annum and are convertible into our common stock, at the option of the
holder. The conversion price, which was $30.11 at March 24, 2003, is subject to
adjustment for various events, and any cash distribution on our common stock
results in a corresponding decrease in the conversion price. Following the
conversion of $40,000 principal amount of our convertible notes in December
2001, $132,500 principal amount of the convertible notes were outstanding.
Our consolidated balance sheets include deferred income tax assets and
liabilities, which represent temporary differences in the application of
accounting rules established by generally accepted accounting principles and
income tax laws. As of December 31, 2002, our deferred income tax liabilities
exceeded our deferred income tax assets by $114,713. The largest component of
our deferred tax liabilities exists because of differences that resulted from a
transaction with Philip Morris where a subsidiary of Liggett contributed three
of its premium brands to Trademarks LLC, a newly-formed limited liability
company. In such transaction, Philip Morris acquired an option to purchase the
remaining interest in Trademarks commencing in 2009, and we have an option to
require Philip Morris to purchase the remaining interest commencing in 2010. For
additional information concerning the Philip Morris brand transaction, see Note
18 to our consolidated financial statements. In connection with the transaction,
we recognized in 1999 a pre-tax gain of $294,078 in our consolidated financial
statements and established a deferred tax liability of $103,100 relating to the
gain. Upon exercise of the options in 2009 or 2010, we will be required to pay
tax in the amount of the deferred tax liability, which will be offset by the
benefit of any deferred tax assets, including any net operating losses,
available to us at that time. Our 1998 and 1999 federal income tax returns are
being examined, and, although we believe the positions reflected on our income
tax returns are correct, there can be no assurance that relevant taxing
authorities may not challenge certain positions. If taxing authorities were to
assert that we incurred a tax obligation prior to the exercise date of these
options and we were required to make such tax payments prior to 2009 or 2010,
our liquidity could be adversely affected.
53
LONG-TERM FINANCIAL OBLIGATIONS AND OTHER COMMERCIAL COMMITMENTS
Our significant long-term contractual obligations as of December 31,
2002 were as follows:
FISCAL YEAR
-----------------------------------------------
CONTRACTUAL OBLIGATIONS 2003 2004 2005 2006 2007 THEREAFTER TOTAL
- ----------------------- ---- ---- ---- ---- ---- ---------- -----
Long-term debt(1) ....... $ 31,277 $ 9,950 $ 6,170 $107,632 $ 38,056 $145,220 $338,305
Operating leases(2) ..... 9,453 8,068 6,254 4,799 3,020 16,706 48,300
Inventory purchase
Commitments(3) ........ 21,353 -- -- -- -- -- 21,353
Capital expenditure
purchase commitments(4) 4,045 -- -- -- -- -- 4,045
-------- -------- -------- -------- -------- -------- --------
Total ................... $ 66,128 $ 18,018 $ 12,424 $112,431 $ 41,076 $161,926 $412,003
======== ======== ======== ======== ======== ======== ========
- -----------
(1) For more information concerning our long-term debt, see "Liquidity and
Capital Resources" above and Note 8 to our consolidated financial
statements.
(2) Operating lease obligations represent estimated lease payments for
facilities and equipment. See Note 9 to our consolidated financial
statements.
(3) Inventory purchase commitments represent purchase commitments under our
leaf inventory management program. See Note 5 to our consolidated financial
statements.
(4) Capital expenditure purchase commitments represent purchase commitments for
machinery and equipment at Liggett and Vector Tobacco.
MARKET RISK
We are exposed to market risks principally from fluctuations in
interest rates, foreign currency exchange rates and equity prices. We seek to
minimize these risks through our regular operating and financing activities and
our long-term investment strategy. The market risk management procedures of us
and New Valley cover all market risk sensitive financial instruments.
As of December 31, 2002, approximately $71,501 of our outstanding debt
had variable interest rates, which increases the risk of fluctuating interest
rates. Our exposure to market risk includes interest rate fluctuations in
connection with our variable rate borrowings, which could adversely affect our
cash flows. As of December 31, 2002, we had no interest rate caps or swaps.
Based on a hypothetical 100 basis point increase or decrease in interest rates
(1%), our annual interest expense could increase or decrease by approximately
$819.
We held investment securities available for sale totaling $128,430 at
December 31, 2002. Adverse market conditions could have a significant effect on
the value of these investments.
New Valley also holds long-term investments in limited partnerships and
limited liability companies. These investments are illiquid, and their ultimate
realization is subject to the performance of the investee entities.
54
NEW ACCOUNTING PRONOUNCEMENTS
In June 2002, the FASB issued SFAS 146, "Accounting for Costs
Associated with Exit or Disposal Activities." SFAS 146 addresses financial
accounting and reporting for costs associated with exit or disposal activities
and nullifies EITF 94-3, "Liability Recognition for Certain Employee Termination
Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred
in a Restructuring)." SFAS 146 requires that a liability for a cost associated
with an exit or disposal activity be recognized when the liability is incurred
as opposed to EITF 94-3, which allowed a cost to be recognized when a commitment
to an exit plan was made. The provisions of this SFAS are effective for exit or
disposal activities that are initiated after December 31, 2002. We are applying
this statement prospectively upon adoption.
In April 2002, SFAS No. 145, "Rescission of FASB Statements No. 4, 44,
and 64, Amendment of FASB Statement No. 13, and Technical Corrections." was
issued. This statement changed the previous accounting, which required all gains
and losses from the extinguishment of debt be aggregated and, if material,
classified as an extraordinary item. Pursuant to SFAS No. 145, such amounts will
be classified as an extraordinary item if they meet the requirements for
extraordinary items pursuant to Accounting Principles Board Opinion No. 30. In
55
addition, the statement amended the guidance for accounting for leases pursuant
to SFAS No. 13 to require that certain lease modifications, which have economic
effects similar to sale leaseback transactions, be accounted for in the same
manner as sale leaseback transactions. The Company is currently assessing the
impact, if any, of the adoption of these statements.
In November 2002, the FASB issued Interpretation No. 45, "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others." FIN No. 45 requires that upon issuance of
a guarantee, the guarantor must recognize a liability for the fair value of the
obligation it assumes under the guarantee and expanded disclosure of certain
guarantees existing at December 31, 2002
In December 2002, the FASB issued SFAS No. 148, "Accounting for
Stock-Based Compensation - Transition and Disclosure, an amendment of SFAS No.
123." SFAS No. 148 amends SFAS No. 123 to provide alternative methods of
transition for a voluntary change to that statement's fair value method of
accounting for stock-based employee compensation. SFAS No. 148 also amends the
disclosure provisions of SFAS No. 123 and APB No. 28, "Interim Financial
Reporting," to require disclosure in the summary of significant accounting
policies of the effects of an entity's accounting policy with respect to
stock-based employee compensation on reported net income and earnings per share
in annual and interim financial statements. The transition and disclosure
provisions of this statement are effective for financial statements for fiscal
years ending after December 15, 2002.
In January 2003, FIN No. 46, "Consolidation of Variable Interest
Entities" was issued. This interpretation clarifies the application of
Accounting Research Bulletin No. 51, "Consolidated Financial Statements", to
certain entities in which equity investors do not have the characteristics of a
controlling financial interest or do not have sufficient equity at risk for the
entity to finance its activities without additional subordinated financial
support from other parties. FIN No. 46 is effective February 1, 2003 for
variable interest entities created after January 31, 2003, and July 1, 2003 for
the variable entities created prior to February 1, 2003. Although the Company
does not believe this interpretation will have a material impact on its
consolidated financial statements, it is evaluating the interpretation related
to the potential impact associated with the Company's equity investments in its
real estate businesses.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
We and our representatives may from time to time make oral or written
"forward-looking statements" within the meaning of the Private Securities Reform
Act of 1995, including any statements that may be contained in the foregoing
discussion in "Management's Discussion and Analysis of Financial Condition and
Results of Operations", in this report and in other filings with the Securities
and Exchange Commission and in our reports to stockholders, which reflect our
expectations or beliefs with respect to future events and financial performance.
These forward-looking statements are subject to certain risks and uncertainties
and, in connection with the "safe-harbor" provisions of the Private Securities
Reform Act, we have identified under "Risk Factors" in Item 1 above important
factors that could cause actual results to differ materially from those
contained in any forward-looking statement made by or on behalf of us.
Results actually achieved may differ materially from expected results
included in these forward-looking statements as a result of these or other
factors. Due to such uncertainties and risks, readers are cautioned not to place
undue reliance on such forward-looking statements, which speak only as of the
date on which such statements are made. We do not undertake to update any
forward-looking statement that may be made from time to time by or on behalf of
us.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information under the caption "Management's Discussion and Analysis
of Financial Condition and Results of Operations - Market Risk" is incorporated
herein by reference.
56
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Our Consolidated Financial Statements and Notes thereto, together with
the report thereon of PricewaterhouseCoopers LLP dated March 31, 2003, are set
forth beginning on page F-1 of this report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
57
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
This information is contained in our definitive Proxy Statement for our
2003 Annual Meeting of Stockholders, to be filed with the SEC not later than 120
days after the end of our fiscal year covered by this report pursuant to
Regulation 14A under the Securities Exchange Act of 1934, and incorporated
herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
This information is contained in the Proxy Statement and incorporated
herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
This information is contained in the Proxy Statement and incorporated
herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
This information is contained in the Proxy Statement and incorporated
herein by reference.
ITEM 14. CONTROLS AND PROCEDURES
Under the supervision and with the participation of our management,
including our principal executive officer and principal financial officer, we
have evaluated the effectiveness of the design and operation of our disclosure
controls and procedures within 90 days of the filing date of this annual report,
and, based on their evaluation, our principal executive officer and principal
financial officer have concluded that these controls and procedures are
effective. There were no significant changes in our internal controls or in
other factors that could significantly affect these controls subsequent to the
date of their evaluation.
Disclosure controls and procedures are our controls and other
procedures that are designed to ensure that information required to be disclosed
by us in the reports that we file or submit under the Exchange Act is recorded,
processed, summarized and reported, within the time periods specified in the
Securities and Exchange Commission's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by us in the reports that we
file under the Exchange Act is accumulated and communicated to our management,
including our principal executive officer and principal financial officer, as
appropriate to allow timely decisions regarding disclosure.
58
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K
(a)(1) INDEX TO 2002 CONSOLIDATED FINANCIAL STATEMENTS:
Our Consolidated Financial Statements and the Notes thereto, together
with the report thereon of PricewaterhouseCoopers LLP dated March 31, 2003,
appear beginning on page F-1 of this report. Financial statement schedules not
included in this report have been omitted because they are not applicable or the
required information is shown in the Consolidated Financial Statements or the
Notes thereto.
(a)(2) FINANCIAL STATEMENT SCHEDULES:
Schedule II - Valuation and Qualifying Accounts......................Page F-51
59
(a)(3) EXHIBITS
(a) The following is a list of exhibits filed herewith as part of this
Annual Report on Form 10-K:
INDEX OF EXHIBITS
EXHIBIT
NO. DESCRIPTION
-------- --------------------------------------------------------------
*3.1 Amended and Restated Certificate of Incorporation of Vector
Group Ltd. (formerly known as Brooke Group Ltd.) ("Vector")
(incorporated by reference to Exhibit 3.1 in Vector's Form 10-Q
for the quarter ended September 30, 1999).
*3.2 Certificate of Amendment to the Amended and Restated
Certificate of Incorporation of Vector (incorporated by
reference to Exhibit 3.1 in Vector's Form 8-K dated May 24,
2000).
*3.3 By-Laws of Vector (incorporated by reference to Exhibit 3.2 in
Vector's Form 10-Q for the quarter ended June 30, 2001).
*4.1 Loan and Security Agreement, dated as of March 8, 1994, between
Liggett Group Inc. ("Liggett") and Congress Financial
Corporation (incorporated by reference to Exhibit 10(xx) in
Vector's Form 10-K for the year ended December 31, 1993).
*4.2 Note Purchase Agreement, dated as of May 14, 2001, between VGR
Holding Inc (formerly known as BGLS Inc.) ("Vector Holding")
and TCW Leveraged Income Trust, L.P., TCW Leveraged Income
Trust II, L.P., TCW LINC II CBO Ltd., POWRs 1997-2, Captiva II
Finance Ltd. and AIMCO CDO, Series 2000-A (the "Purchasers"),
relating to the 10% Senior Secured Notes due March 31, 2006
(the "Notes"), including the form of Note (the "Note Purchase
Agreement") (incorporated by reference to Exhibit 10.1 in
Vector's Form 8-K dated May 14, 2001).
*4.3 First Amendment to Note Purchase Agreement, dated as of
November 6, 2001, by and between VGR Holding and the Purchasers
(incorporated by reference to Exhibit 10.4 in Vector's Form
10-Q for the quarter ended September 30, 2001).
*4.4 Second Amendment to Note Purchase Agreement and New Note
Purchase Agreement, dated as of April 30, 2002, between VGR
Holding and the Purchasers, including the amended form of Note
(incorporated by reference to Exhibit 10.1 in Vector's Form
10-Q for the quarter ended March 31, 2002).
*4.5 Third Amendment to Note Purchase Agreement, dated as of
September 30, 2002, between VGR Holding and the Purchasers
(incorporated by reference to Exhibit 10.1 in Vector's Form
10-Q for the quarter ended September 30, 2002).
60
EXHIBIT
NO. DESCRIPTION
-------- --------------------------------------------------------------
*4.6 Collateral Agency Agreement, dated as of May 14, 2001, by and
among VGR Holding, Brooke Group Holding Inc., Vector, New
Valley Holdings, Inc., United States Trust Company of New York,
as collateral agent for the benefit of the holders of the Notes
pursuant to the Note Purchase Agreement (the "Collateral
Agent"), and the Purchasers (incorporated by reference to
Exhibit 10.2 in Vector's Form 8-K dated May 14, 2001).
*4.7 First Amendment to Collateral Agency Agreement, dated as of
September 4, 2001, by and among VGR Holding, Brooke Group
Holding Inc., Vector, New Valley Holdings, Inc. and the
Collateral Agent (incorporated by reference to Exhibit 10.3 in
Vector's Form 10-Q for the quarter ended September 30, 2001).
*4.8 Second Amendment to Collateral Agency Agreement, dated as of
April 30, 2002, by and among VGR Holding, Brooke Group Holding
Inc., Vector, New Valley Holdings, Inc., Liggett and the
Collateral Agent (incorporated by reference to Exhibit 10.2 in
Vector's Form 10-Q for the quarter ended March 31, 2002).
*4.9 Pledge and Security Agreement, dated as of May 14, 2001 between
VGR Holding and the Collateral Agent (incorporated by reference
to Exhibit 10.3 in Vector's Form 8-K dated May 14, 2001).
*4.10 Amendment to Pledge and Security Agreement, dated as of April
30, 2002, between VGR Holding and the Collateral Agent
(incorporated by reference to Exhibit 10.3 in Vector's Form
10-Q for the quarter ended March 31, 2002).
*4.11 Pledge and Security Agreement, dated as of May 24, 2001,
between New Valley Holdings, Inc. and the Collateral Agent
(incorporated by reference to Exhibit 10.4 in Vector's Form 8-K
dated May 14, 2001).
*4.12 Amendment to Pledge and Security Agreement, dated as of April
30, 2002, between New Valley Holdings, Inc. and the Collateral
Agent (incorporated by reference to Exhibit 10.4 in Vector's
Form 10-Q for the quarter ended March 31, 2002).
*4.13 Pledge and Security Agreement, dated as of May 14, 2001,
between Brooke Group Holding Inc. and the Collateral Agent
(incorporated by reference to Exhibit 10.4 in Vector's Form 8-K
dated May 14, 2001).
*4.14 Amendment to Pledge and Security Agreement, dated as of April
30, 2002, between Brooke Group Holding Inc. and the Collateral
Agent (incorporated by reference to Exhibit 10.5 in Vector's
Form 10-Q for the quarter ended March 31, 2002).
*4.15 Acknowledgment and Pledge Agreement, dated as of May 14, 2001,
between Vector and the Collateral Agent (incorporated by
reference to Exhibit 10.6 in Vector's Form 8-K dated May 14,
2001).
*4.16 Amended and Restated Guarantee, Acknowledgement and Pledge
Agreement, dated as of April 30, 2002, between Vector and the
Collateral Agent (incorporated by reference to Exhibit 10.6 in
Vector's Form 10-Q for the quarter ended March 31, 2002).
61
EXHIBIT
NO. DESCRIPTION
-------- --------------------------------------------------------------
*4.17 Guarantee, dated as of April 30, 2002, by Liggett in favor of
the Collateral Agent (incorporated by reference to Exhibit 10.7
in Vector's Form 10-Q for the quarter ended March 31, 2002).
*4.18 Account Control Agreement, dated as of May 14, 2001, between
Vector Holding, Bank of America, N.A. and the Collateral Agent
(incorporated by reference to Exhibit 10.7 in Vector's Form 8-K
dated May 14, 2001).
*4.19 Indenture, dated as of July 5, 2001, between Vector and U.S.
Bank Trust National Association, as Trustee, relating to the
6.25% Convertible Subordinated Notes due 2008 (the "Notes"),
including the form of Note (incorporated by reference to
Exhibit 10.1 in Vector's Form 8-K dated July 16, 2001).
*4.20 Form of 9% Promissory Note of VGR Acquisition Inc. due 2004
(incorporated by reference to Exhibit 10.2 in Vector's Form 8-K
dated February 15, 2002).
*4.21 Form of 6 1/2% Promissory Note of VGR Acquisition Inc. due 2007
(incorporated by reference to Exhibit 10.3 in Vector's Form 8-K
dated February 15, 2002).
*10.1 Corporate Services Agreement, dated as of June 29, 1990,
between Vector and Liggett (incorporated by reference to
Exhibit 10.10 in Liggett's Registration Statement on Form S-1,
No. 33-47482).
*10.2 Corporate Services Agreement, dated June 29, 1990, between
Vector and Liggett (incorporated by reference to Exhibit 10.11
in Liggett's Registration Statement on Form S-1, No. 33-47482).
*10.3 Services Agreement, dated as of February 26, 1991, between
Brooke Management Inc. ("BMI") and Liggett (the "Liggett
Services Agreement") (incorporated by reference to Exhibit 10.5
in VGR Holding's Registration Statement on Form S-1, No.
33-93576).
*10.4 First Amendment to Liggett Services Agreement, dated as of
November 30, 1993, between Liggett and BMI (incorporated by
reference to Exhibit 10.6 in VGR Holding's Registration
Statement on Form S-1, No. 33-93576).
*10.5 Second Amendment to Liggett Services Agreement, dated as of
October 1, 1995, between BMI, Vector and Liggett (incorporated
by reference to Exhibit 10(c) in Vector's Form 10-Q for the
quarter ended September 30, 1995).
*10.6 Corporate Services Agreement, dated January 1, 1992, between
VGR Holding and Liggett (incorporated by reference to Exhibit
10.13 in Liggett's Registration Statement on Form S-1, No.
33-47482).
*10.7 Employment Agreement, dated February 21, 1992, between Vector
and Bennett S. LeBow (incorporated by reference to Exhibit
10(xx) in Vector's Form 10-K for the year ended December 31,
1991).
62
EXHIBIT
NO. DESCRIPTION
-------- --------------------------------------------------------------
*10.8 Amendment to Employment Agreement, dated as of July 20, 1998,
between Vector and Bennett S. LeBow (incorporated by reference
to Exhibit 10.8 in Vector's Form 10-K for the year ended
December 31, 1998).
*10.9 Tax-Sharing Agreement, dated June 29, 1990, among Brooke Group
Holding Inc. ("Brooke Group Holding"), Liggett and certain
other entities (incorporated by reference to Exhibit 10.12 in
Liggett's Registration Statement on Form S-1, No. 33-47482).
*10.10 Tax Indemnity Agreement, dated as of October 6, 1993, among
Brooke Group Holding, Liggett and certain other entities
(incorporated by reference to Exhibit 10.2 in SkyBox
International Inc.'s Form 10-Q for the quarter ended September
30, 1993).
*10.11 Expense Sharing Agreement, dated as of January 18, 1995,
between Vector and New Valley Corporation ("New Valley")
(incorporated by reference to Exhibit 10(d) in Vector's Form
10-Q for the quarter ended September 30, 1995).
*10.12 Settlement Agreement, dated March 12, 1996, by and between
Dianne Castano and Ernest Perry, the putative representative
plaintiffs in Dianne Castano, et al. v. The American Tobacco
Company, Inc. et al., Civil No. 94-1044, United States District
Court for the Eastern District of Louisiana, for themselves and
on behalf of the plaintiff settlement class, and Brooke Group
Holding and Liggett, as supplemented by the agreement dated
March 14, 1996 (the "Settlement Agreement") (incorporated by
reference to Exhibit 13 in the Schedule 13D filed by, among
others, Vector with the SEC on March 11, 1996, as amended, with
respect to the common stock of RJR Nabisco Holdings Corp. (the
"Schedule 13D")).
*10.13 Addendum to Settlement Agreement (incorporated by reference to
Exhibit 10.30 in Vector's Form 10-K/A No. 1 for the year ended
December 31, 1996).
*10.14 Settlement Agreement, dated March 15, 1996, by and among the
State of West Virginia, State of Florida, State of Mississippi,
Commonwealth of Massachusetts, and State of Louisiana, Brooke
Group Holding and Liggett (incorporated by reference to Exhibit
15 in the Schedule 13D).
*10.15 Addendum to Initial States Settlement Agreement (incorporated
by reference to Exhibit 10.43 in Vector's Form 10-Q for the
quarter ended March 31, 1997).
*10.16 Settlement Agreement, dated March 12, 1998, by and among the
States listed in Appendix A thereto, Brooke Group Holding and
Liggett (incorporated by reference to Exhibit 10.35 in Vector's
Form 10-K for the year ended December 31, 1997).
*10.17 Master Settlement Agreement made by the Settling States and
Participating Manufacturers signatories thereto (incorporated
by reference to Exhibit 10.1 in Philip Morris Companies Inc.'s
Form 8-K dated November 25, 1998, Commission File No. 1-8940).
63
EXHIBIT
NO. DESCRIPTION
-------- --------------------------------------------------------------
*10.18 General Liggett Replacement Agreement, dated as of November 23,
1998, entered into by each of the Settling States under the
Master Settlement Agreement, and Brooke Group Holding and
Liggett (incorporated by reference to Exhibit 10.34 in Vector's
Form 10-K for the year ended December 31, 1998).
*10.19 Class Settlement Agreement, dated January 14, 1999, by and
between the named representative plaintiffs in Iron Workers
Union No. 17 Insurance Fund, et al., v. Philip Morris Inc., et
al., for themselves and on behalf of the plaintiff settlement
class, and Brooke Group Holding and Liggett (incorporated by
reference to Exhibit 10.35 in Vector's Form 10-K for the year
ended December 31, 1998).
*10.20 Stipulation and Agreed Order regarding Stay of Execution
Pending Review and Related Matters, dated May 7, 2001, entered
into by Philip Morris Incorporated, Lorillard Tobacco Co.,
Liggett Group Inc. and Brooke Group Holding Inc. and the class
counsel in Engel, et.al., v. R.J. Reynolds Tobacco Co., et. al.
(incorporated by reference to Exhibit 99.2 in Philip Morris
Companies Inc.'s Form 8-K dated May 7, 2001).
*10.21 Amended and Restated Stock Option Agreement, dated as of
October 12, 1998, by and between Vector and Kasowitz, Benson,
Torres & Friedman LLP, Marc E. Kasowitz and Daniel R. Benson
(incorporated by reference to Exhibit 10.4 in Vector's Form
10-Q for the quarter ended September 30, 1998).
*10.22 Stock Option Agreement, dated January 1, 1997, between Vector
and Richard J. Lampen (incorporated by reference to Exhibit
10.35 in Vector's Form 10-K for the year ended December 31,
1996).
*10.23 Stock Option Agreement, dated January 1, 1997, between Vector
and Marc N. Bell (incorporated by reference to Exhibit 4.3 in
the Vector's Registration Statement on Form S-8, No.
333-24217).
*10.24 Stock Option Agreement, dated January 1, 1998, between Vector
and Joselynn D. Van Siclen (incorporated by reference to
Exhibit 10.43 in Vector's Form 10-K for the year ended December
31, 1997).
*10.25 Consulting Agreement, dated as of May 1, 1998, between Vector
and J. Sauter Enterprises, Inc. (incorporated by reference to
Exhibit 4.1 in Vector's Registration Statement on Form S-8, No.
333-59615).
*10.26 Vector Group Ltd. 1998 Long-Term Incentive Plan (incorporated
by reference to the Appendix to Vector's Proxy Statement dated
September 15, 1998).
*10.27 Stock Option Agreement, dated July 20, 1998, between Vector and
Bennett S. LeBow (incorporated by reference to Exhibit 6 in the
Amendment No. 5 to the Schedule 13D filed by Bennett S. LeBow
on October 16, 1998 with respect to the common stock of
Vector).
*10.28 Stock Option Agreement, dated July 20, 1998, between Vector and
Howard M. Lorber (incorporated by reference to Exhibit 10.3 in
Vector's Form 10-Q for the quarter ended September 30, 1998).
64
EXHIBIT
NO. DESCRIPTION
-------- --------------------------------------------------------------
*10.29 Letter Agreement, dated November 20, 1998, by and among Philip
Morris Incorporated ("PM"), Brooke Group Holding, Liggett &
Myers Inc. ("L&M") and Liggett (incorporated by reference to
Exhibit 10.1 in Vector's Report on Form 8-K dated November 25,
1998).
*10.30 Amended and Restated Formation and Limited Liability Company
Agreement of Trademarks LLC, dated as of May 24, 1999, among
Brooke Group Holding, L&M, Eve Holdings Inc. ("Eve"), Liggett
and PM, including the form of Trademark License Agreement
(incorporated by reference to Exhibit 10.4 in Vector's Form
10-Q for the quarter ended June 30, 1999).
*10.31 Class A Option Agreement, dated as of January 12, 1999, among
Brooke Group Holding, L&M, Eve, Liggett and PM (incorporated by
reference to Exhibit 10.61 in Vector's Form 10-K for the year
ended December 31, 1998).
*10.32 Class B Option Agreement, dated as of January 12, 1999, among
Brooke Group Holding, L&M, Eve, Liggett and PM (incorporated by
reference to Exhibit 10.62 in Vector's Form 10-K for the year
ended December 31, 1998).
*10.33 Pledge Agreement dated as of May 24, 1999 from Eve, as grantor,
in favor of Citibank, N.A., as agent (incorporated by reference
to Exhibit 10.5 in Vector's Form 10-Q for the quarter ended
June 30, 1999).
*10.34 Guaranty dated as of June 10, 1999 from Eve, as guarantor, in
favor of Citibank, N.A., as agent (incorporated by reference to
Exhibit 10.6 in Vector's Form 10-Q for the quarter ended June
30, 1999).
*10.35 Employment Agreement dated as of June 1, 1995, as amended,
effective as of January 1, 1996, between New Valley and Bennett
S. LeBow (incorporated by reference to Exhibit 10(b)(i) in New
Valley's Form 10-K for the year ended December 31, 1995).
*10.36 Employment Agreement ("Lorber Employment Agreement") dated as
June 1, 1995, as amended, effective as of January 1, 1996,
between New Valley and Howard M. Lorber (incorporated by
reference to Exhibit 10(b)(ii) in New Valley's Form 10-K for
the year ended December 31, 1995).
*10.37 Amendment dated January 1, 1998 to Lorber Employment Agreement
(incorporated by reference to Exhibit 10(b)(iii) in New
Valley's Form 10-K for the year ended December 31, 1997).
*10.38 Employment Agreement dated September 22, 1995, between New
Valley and Richard J. Lampen (incorporated by reference to
Exhibit 10(a) in New Valley's Form 10-Q for the quarter ended
September 30, 1995).
*10.39 Employment Agreement dated April 15, 1994, between Vector and
Marc N. Bell (incorporated by reference to Exhibit 10.67 in
Vector's Form 10-K for the year ended December 31, 1998).
*10.40 Employment Agreement dated as of August 1, 1999, between Vector
and Joselynn D. Van Siclen (incorporated by reference to
Exhibit 10.8 in Vector's Form 10-Q for the quarter ended June
30, 1999).
65
EXHIBIT
NO. DESCRIPTION
-------- --------------------------------------------------------------
*10.41 Vector Group Ltd. 1999 Long-Term Incentive Plan (incorporated
by reference to Exhibit 10.58 in Vector's Form 10-K for the
year ended December 31, 1999).
*10.42 Stock Option Agreement, dated November 4, 1999, between Vector
and Bennett S. LeBow (incorporated by reference to Exhibit
10.59 in Vector's Form 10-K for the year ended December 31,
1999).
*10.43 Stock Option Agreement, dated November 4, 1999, between Vector
and Richard J. Lampen (incorporated by reference to Exhibit
10.60 in Vector's Form 10-K for the year ended December 31,
1999).
*10.44 Stock Option Agreement, dated November 4, 1999, between Vector
and Marc N. Bell (incorporated by reference to Exhibit 10.61 in
Vector's Form 10-K for the year ended December 31, 1999).
*10.45 Stock Option Agreement, dated November 4, 1999, between Vector
and Joselynn D. Van Siclen (incorporated by reference to
Exhibit 10.62 in Vector's Form 10-K for the year ended December
31, 1999).
*10.46 Stock Option Agreement, dated November 4, 1999, between Vector
and Howard M. Lorber (incorporated by reference to Exhibit
10.63 in Vector's Form 10-K for the year ended December 31,
1999).
*10.47 Purchase and Sale Agreement, dated as of June 14, 2000, between
Gallaher Overseas (Holdings) Ltd. and Brooke (Overseas)
(incorporated by reference to Exhibit 10.1 in Vector's Form 8-K
dated June 14, 2000).
*10.48 Guaranty, dated as of June 14, 2000, by Vector in favor of
Gallaher Overseas (Holdings) Ltd. (incorporated by reference to
Exhibit 10.2 in Vector's Form 8-K dated June 14, 2000).
*10.49 Amendment to Purchase and Sale Agreement, dated as of August 4,
2000, between Gallaher Overseas (Holdings) Ltd. and Brooke
(Overseas) (incorporated by reference to Exhibit 10.3 in
Vector's Form 8-K dated August 4, 2000).
*10.50 Letter Agreement, dated September 1, 2000, between Ronald J.
Bernstein and Liggett (incorporated by reference to Exhibit
10.62 in Vector's Form 10-K for the year ended December 31,
2000).
*10.51 Stock Option Agreement, dated October 26, 2000, between Vector
and Ronald J. Bernstein (incorporated by reference to Exhibit
10.63 in Vector's Form 10-K for the year ended December 31,
2000).
*10.52 Stock Option Agreement, dated January 22, 2001, between Vector
and Bennett S. LeBow (incorporated by reference to Exhibit 10.1
in Vector's Form 10-Q for the quarter ended March 31, 2001).
*10.53 Stock Option Agreement, dated January 22, 2001, between Vector
and Howard M. Lorber (incorporated by reference to Exhibit 10.2
in Vector's Form 10-Q for the quarter ended March 31, 2001).
66
EXHIBIT
NO. DESCRIPTION
-------- --------------------------------------------------------------
*10.54 Employment Agreement, dated as of January 17, 2001, between
Vector and Howard M. Lorber (incorporated by reference to
Exhibit 10.3 in Vector's Form 10-Q for the quarter ended March
31, 2001).
*10.55 Vector Supplemental Executive Retirement Plan (incorporated by
reference to Exhibit 10.8 in Vector's Form 10-Q for the quarter
ended March 31, 2002).
*10.56 Stock Purchase Agreement, dated May 16, 2001, between High
River Limited Partnership and Vector Group Ltd. (incorporated
by reference to Exhibit 10.8 in Vector's Form 8-K dated May 14,
2001).
*10.57 Registration Rights Agreement, dated as of July 5, 2001, by and
between Vector Group Ltd. and Jefferies & Company, Inc.
(incorporated by reference to Exhibit 10.2 in Vector's Form 8-K
dated July 16, 2001).
*10.58 Purchase and Sale Agreement, dated as of February 15, 2002,
between VGR Acquisition Inc., The Medallion Company, Inc. and
Gary L. Hall (incorporated by reference to Exhibit 10.1 in
Vector's Form 8-K dated February 15, 2002).
*10.59 Form of Asset Purchase Agreement between VGR Acquisition Inc.
and Gary L. Hall (incorporated by reference to Exhibit 10.4 in
Vector's Form 8-K dated February 15, 2002).
21 Subsidiaries of Vector.
23 Consent of PricewaterhouseCoopers LLP relating to Vector's
Registration Statements on Form S-8 (No. 333-24217, No.
333-50189, No. 333-59615, No. 333-59210 and No. 333-71596) and
Registration Statements on Form S-3 (No. 333-46055, No.
33-38869, No. 33-63119, No. 333-45377, No. 333-56873, No.
333-62156, No. 333-69294 and No. 333-82212).
99.1 Material Legal Proceedings.
99.2 Certification of Chief Executive Officer, Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
99.3 Certification of Chief Financial Officer, Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
- --------------------------
*Incorporated by reference
Each management contract or compensatory plan or arrangement required
to be filed as an exhibit to this report pursuant to Item 14(c) is listed in
exhibit nos. 10.7, 10.8, 10.22 through 10.28, 10.35 through 10.46 and 10.50
through 10.55.
(B) REPORTS ON FORM 8-K:
No Reports on Form 8-K were filed during the fourth quarter of 2002.
67
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned thereunto duly authorized.
VECTOR GROUP LTD.
(REGISTRANT)
By: /s/ Joselynn D. Van Siclen
-------------------------------------
Joselynn D. Van Siclen
Vice President, Chief Financial Officer and
Treasurer
Date: March 31, 2003
68
POWER OF ATTORNEY
The undersigned directors and officers of Vector Group Ltd. hereby
constitute and appoint Richard J. Lampen, Joselynn D. Van Siclen and Marc N.
Bell, and each of them, with full power to act without the other and with full
power of substitution and resubstitutions, our true and lawful attorneys-in-fact
with full power to execute in our name and behalf in the capacities indicated
below, this Annual Report on Form 10-K and any and all amendments thereto and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, and hereby ratify and
confirm all that such attorneys-in-fact, or any of them, or their substitutes
shall lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated on March 31, 2003.
SIGNATURE TITLE
--------- -----
/s/ Bennett S. LeBow
- -------------------------------------
Bennett S. LeBow Chairman of the Board
(Principal Executive Officer)
/s/ Joselynn D. Van Siclen
- -------------------------------------
Joselynn D. Van Siclen Vice President and Chief
Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
/s/ Robert J. Eide
- -------------------------------------
Robert J. Eide Director
/s/ Howard M. Lorber
- -------------------------------------
Howard M. Lorber Director
/s/ Jeffrey S. Podell
- -------------------------------------
Jeffrey S. Podell Director
/s/ Jean E. Sharpe
- -------------------------------------
Jean E. Sharpe Director
69
CERTIFICATION
I, Bennett S. LeBow, certify that:
1. I have reviewed this annual report on Form 10-K of Vector Group Ltd.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this annual report (the "Evaluation Date");
and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent functions):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: March 31, 2003
/s/ BENNETT S. LEBOW
-----------------------------------------
Bennett S. LeBow
Chairman and Chief Executive Officer
70
CERTIFICATION
I, Joselynn D. Van Siclen, certify that:
1. I have reviewed this annual report on Form 10-K of Vector Group Ltd.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this annual report (the "Evaluation Date");
and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent functions):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: March 31, 2003
/s/ JOSELYNN D. VAN SICLEN
----------------------------------------------
Joselynn D. Van Siclen
Vice President and Chief Financial Officer
71
VECTOR GROUP LTD.
FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2002
ITEMS 8, 14(a)(1) AND (2), AND 14(d)
INDEX TO FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULE
Financial Statements and Schedule of the Registrant and its
subsidiaries required to be included in Items 8, 14(a) (1) and (2), and 14(d)
are listed below:
PAGE
----
FINANCIAL STATEMENTS:
VECTOR GROUP LTD. CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Certified Public Accountants................................... F-2
Vector Group Ltd. Consolidated Balance Sheets as of December 31, 2002 and 2001....... F-3
Vector Group Ltd. Consolidated Statements of Operations for the years ended
December 31, 2002, 2001 and 2000................................................. F-4
Vector Group Ltd. Consolidated Statements of Stockholders' Equity for the years
ended December 31, 2002, 2001 and 2000........................................... F-5
Vector Group Ltd. Consolidated Statements of Cash Flows for the years ended
December 31, 2002, 2001 and 2000................................................. F-6
Notes to Consolidated Financial Statements........................................... F-8
FINANCIAL STATEMENT SCHEDULE:
Schedule II -- Valuation and Qualifying Accounts..................................... F-51
Financial Statement Schedules not listed above have been omitted because
they are not applicable or the required information is contained in our
consolidated financial statements or accompanying notes.
F-1
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Board of Directors and Stockholders
of Vector Group Ltd.
In our opinion, the consolidated financial statements listed in the accompanying
index present fairly, in all material respects, the financial position of Vector
Group Ltd. and its subsidiaries at December 31, 2002 and 2001, and the results
of their operations and their cash flows for each of the three years in the
period ended December 31, 2002 in conformity with accounting principles
generally accepted in the United States of America. In addition, in our opinion,
the financial statement schedule listed in the accompanying index presents
fairly, in all material respects, the information set forth therein when read in
conjunction with the related consolidated financial statements. These financial
statements and financial statement schedule are the responsibility of the
Company's management; our responsibility is to express an opinion on these
financial statements and financial statement schedule based on our audits. We
conducted our audits of these statements in accordance with auditing standards
generally accepted in the United States of America, which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
/s/ PricewaterhouseCoopers LLP
Miami, Florida
March 31, 2003
F-2
VECTOR GROUP LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
DECEMBER 31, DECEMBER 31,
2002 2001
------------ ------------
ASSETS:
Current assets:
Cash and cash equivalents .............................................. $ 100,027 $ 217,761
Investment securities available for sale ............................... 128,430 173,697
Accounts receivable - trade ............................................ 13,395 34,380
Other receivables ...................................................... 3,853 1,234
Inventories ............................................................ 104,649 56,059
Restricted assets ...................................................... -- 20,054
Deferred income taxes .................................................. 12,825 6,294
Other current assets ................................................... 17,912 6,248
--------- ---------
Total current assets ................................................. 381,091 515,727
Property, plant and equipment, net ....................................... 181,972 112,766
Long-term investments, net ............................................... 3,150 3,150
Investments in real estate businesses..................................... 7,811 6,894
Restricted assets ........................................................ 4,857 1,881
Deferred income taxes .................................................... 12,501 9,778
Intangible asset ......................................................... 107,511 --
Pension assets ........................................................... 1,225 17,920
Other assets ............................................................. 8,377 20,787
--------- ---------
Total assets ......................................................... $ 708,495 $ 688,903
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities:
Current portion of notes payable and long-term debt..................... $ 31,277 $ 4,892
Accounts payable ....................................................... 17,046 16,192
Accrued promotional expenses ........................................... 24,998 20,634
Accrued taxes payable, net ............................................. 39,370 33,992
Settlement accruals .................................................... 40,528 29,299
Deferred income taxes .................................................. 5,277 759
Accrued interest ....................................................... 7,556 6,799
Prepetition claims and restructuring accruals .......................... 674 2,700
Other accrued liabilities .............................................. 17,658 26,362
--------- ---------
Total current liabilities ............................................ 184,384 141,629
Notes payable, long-term debt and other obligations, less current portion 307,028 225,415
Noncurrent employee benefits ............................................. 11,121 14,749
Deferred income taxes .................................................... 134,762 132,528
Other liabilities ........................................................ 4,866 5,068
Minority interests ....................................................... 44,037 56,156
Commitments and contingencies
Stockholders' equity:
Preferred stock, par value $1.00 per share, authorized 10,000,000 shares
Common stock, par value $0.10 per share, authorized 100,000,000
shares, issued 39,530,924 and outstanding 36,439,285 ................. 3,643 3,317
Additional paid-in capital ............................................. 279,305 309,849
Deficit ................................................................ (236,718) (182,645)
Accumulated other comprehensive income ................................. (11,630) 1,170
Less: 3,091,639 shares of common stock in treasury, at cost ........... (12,303) (18,333)
--------- ---------
Total stockholders' equity ......................................... 22,297 113,358
--------- ---------
Total liabilities and stockholders' equity ......................... $ 708,495 $ 688,903
========= =========
The accompanying notes are an integral part
of the consolidated financial statements.
F-3
VECTOR GROUP LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
YEAR ENDED DECEMBER 31,
----------------------------------------------
2002 2001 2000
------------ ------------ ------------
Revenues:
Tobacco* ......................................................... $ 502,417 $ 437,416 $ 411,857
Real estate leasing .............................................. 1,001 9,966 3,198
------------ ------------ ------------
Total revenues ................................................. 503,418 447,382 415,055
Expenses:
Cost of goods sold* .............................................. 344,622 259,707 270,069
Operating, selling, administrative and general expenses .......... 178,310 146,427 105,819
Settlement charges ............................................... (807) 9,905 (934)
------------ ------------ ------------
Operating income ............................................... (18,707) 31,343 40,101
Other income (expenses):
Interest and dividend income ..................................... 10,071 11,799 6,301
Interest expense ................................................. (27,825) (21,387) (30,610)
Gain on legal settlement ......................................... -- 17,620 --
Income in joint venture .......................................... -- -- 52,589
(Loss) gain on investments, net .................................. (6,240) (1,799) 7,271
Gain (loss) on sale of assets .................................... 9,097 (8,708) 192,923
Equity in loss of affiliate ...................................... -- -- (5,597)
Provision for uncollectibility of notes receivable ............... (13,198) -- --
Other, net ....................................................... (859) (58) 2,071
------------ ------------ ------------
(Loss) income from continuing operations before (benefit) provision
for income taxes and minority interests .......................... (47,661) 28,810 265,049
(Benefit) provision for income taxes ............................. (6,353) 15,017 81,783
Minority interests ............................................... 9,514 7,407 (15,512)
------------ ------------ ------------
(Loss) income from continuing operations ............................. (31,794) 21,200 167,754
------------ ------------ ------------
Discontinued operations:
(Loss) income from discontinued operations .......................... -- (2,117) 1,816
Gain on disposal of discontinued operations, net of minority interests -- 1,580 6,469
------------ ------------ ------------
(Loss) income from discontinued operations ........................... -- (537) 8,285
------------ ------------ ------------
Loss from extraordinary items ........................................ -- -- (1,821)
------------ ------------ ------------
Net (loss) income .................................................... $ (31,794) $ 20,663 $ 174,218
============ ============ ============
Per basic common share:
(Loss) income from continuing operations ......................... $ (0.91) $ 0.68 $ 6.47
============ ============ ============
(Loss) income from discontinued operations ....................... -- $ (0.02) $ 0.32
============ ============
Loss from extraordinary items .................................... -- -- $ (0.07)
============
Net (loss) income applicable to common shares .................... $ (0.91) $ 0.66 $ 6.72
============ ============ ============
Basic weighted average common shares outstanding ..................... 34,974,480 30,991,874 25,924,879
============ ============ ============
Per diluted common share:
(Loss) income from continuing operations ......................... $ (0.91) $ 0.57 $ 5.49
============ ============ ============
(Loss) income from discontinued operations ....................... -- $ (0.02) $ 0.27
============ ============
Loss from extraordinary items .................................... -- -- $ (0.06)
============
Net (loss) income applicable to common shares .................... $ (0.91) $ 0.55 $ 5.70
============ ============ ============
Diluted weighted average common shares outstanding ................... 34,974,480 37,311,661 30,540,305
============ ============ ============
- -------------
* Revenues and Cost of goods sold include excise taxes of $192,664, $151,174
and $116,166 for the years ended December 31, 2002, 2001 and 2000,
respectively.
The accompanying notes are an integral part
of the consolidated financial statements.
F-4
VECTOR GROUP LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
ACCUMULATED
OTHER
COMMON STOCK ADDITIONAL COMPRE-
------------------- PAID-IN TREASURY HENSIVE
SHARES AMOUNT CAPITAL DEFICIT STOCK INCOME TOTAL
---------- -------- --------- --------- -------- ---------- ---------
Balance, December 31, 1999 ................... 21,989,782 $ 2,199 $ 192,952 $(302,155) $(27,473) $ 1,379 $(133,098)
Net income ................................... -- -- -- 174,218 -- -- 174,218
Unrealized loss on investment securities ... -- -- -- -- -- (63) (63)
Pension-related minimum liability adjustment -- -- -- -- -- 21 21
---------
Total other comprehensive income ....... -- -- -- -- -- -- (42)
---------
Total comprehensive income ................... -- -- -- -- -- -- 174,176
---------
Exercise of options and warrants ............. 2,455,206 246 (156) -- -- -- 90
Effect of stock dividend ..................... 1,222,030 122 20,730 (20,852) -- -- --
Effect of New Valley share repurchase ........ -- -- 413 -- -- -- 413
Distributions on common stock ................ -- -- (30,759) -- -- -- (30,759)
Amortization of deferred compensation ........ -- -- 1,627 -- -- -- 1,627
---------- -------- --------- --------- -------- -------- ---------
Balance, December 31, 2000 ................... 25,667,018 2,567 184,807 (148,789) (27,473) 1,337 12,449
Net income ................................... -- -- -- 20,663 -- -- 20,663
Unrealized loss on investment securities ... -- -- -- -- -- (60) (60)
Effect of New Valley capital transactions .. -- -- -- -- -- (107) (107)
---------
Total other comprehensive income ....... -- -- -- -- -- -- (167)
---------
Total comprehensive income ................... -- -- -- -- -- -- 20,496
---------
Distributions on common stock ................ -- -- (46,751) -- -- -- (46,751)
Effect of New Valley acquisition of LTS ...... -- -- 8,556 -- -- -- 8,556
Issuance of stock ............................ 1,669,344 167 41,974 -- 7,859 -- 50,000
Exercise of options and warrants ............. 2,975,025 297 15,607 -- 1,281 -- 17,185
Effect of stock dividend ..................... 1,502,107 150 54,369 (54,519) -- -- --
Conversion of debt ........................... 1,358,353 136 45,018 -- -- -- 45,154
Tax benefit of options exercised ............. -- -- 11,133 -- -- -- 11,133
Effect of New Valley share repurchase ........ -- -- 176 -- -- -- 176
Amortization of deferred compensation ........ -- -- 5,907 -- -- -- 5,907
LTS distribution ............................. -- -- (10,947) -- -- -- (10,947)
---------- -------- --------- --------- -------- -------- ---------
Balance, December 31, 2001 ................... 33,171,847 3,317 309,849 (182,645) (18,333) 1,170 113,358
Net loss ..................................... -- -- -- (31,794) -- -- (31,794)
Pension related minimum liability
adjustments ............................ -- -- -- -- -- (11,090) (11,090)
Unrealized loss on investment securities ... -- -- -- -- -- (203) (203)
---------
Total other comprehensive loss ......... -- -- -- -- -- -- (11,293)
---------
Total comprehensive loss ..................... -- -- -- -- -- -- (43,087)
---------
Distributions on common stock ................ -- -- (54,477) -- -- -- (54,477)
Effect of stock dividend ..................... 1,662,619 166 22,113 (22,279) -- -- --
Exercise of options .......................... 1,604,819 160 (3,233) -- 6,030 -- 2,957
Tax benefit of options exercised ............. -- -- 526 -- -- -- 526
Amortization of deferred compensation, net ... -- -- 2,234 -- -- -- 2,234
Effect of New Valley share repurchase ........ -- -- 786 -- -- -- 786
Other, net ................................... -- -- 1,507 -- -- (1,507) --
---------- -------- --------- --------- -------- -------- ---------
Balance, December 31, 2002 ................... 36,439,285 $ 3,643 $ 279,305 $(236,718) $(12,303) $(11,630) $ 22,297
========== ======== ========= ========= ======== ======== =========
The accompanying notes are an integral part
of the consolidated financial statements.
F-5
VECTOR GROUP LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
YEAR ENDED DECEMBER 31,
----------------------------------
2002 2001 2000
--------- --------- ---------
Cash flows from operating activities:
Net (loss) income .................................................. $ (31,794) $ 20,663 $ 174,218
--------- --------- ---------
Adjustments to reconcile net loss income to net cash (used in)
provided by operating activities:
Depreciation and amortization .................................. 13,863 9,973 11,523
Non-cash stock-based expense ................................... 3,534 5,878 2,583
Impact of discontinued operations .............................. -- 537 (8,285)
Minority interests ............................................. (9,514) (7,407) 15,512
Gain on sale of investments .................................... (9,249) -- --
Provision for loss on investments .............................. 6,776 -- --
Gain on sale of assets ......................................... (57) (1,334) (192,064)
Loss (gain) on sale of real estate ............................. -- 9,866 (5,858)
Write down of equipment ........................................ 804 -- --
Loss on debt conversion ........................................ -- 6,445 --
Deferred income taxes .......................................... 1,186 (16,731) 1,526
Deferred finance charge ........................................ -- 1,929 --
Currency translation gain ...................................... -- -- (2,085)
Loss on sale of securities ..................................... -- 820 --
Loss on retirement of debt ..................................... -- -- 1,821
Non-cash interest expense ...................................... 5,062 1,027 4,940
(Gain) loss in joint venture ................................... -- -- (52,589)
Provision for uncollectibility of notes receivable ................ 13,198 -- --
Other .......................................................... -- (430) --
Changes in assets and liabilities (net of effect of acquisitions and
dispositions):
Receivables .................................................... 21,861 (23,613) (31)
Inventories .................................................... (48,590) (23,730) (9,011)
Accounts payable and accrued liabilities ....................... 12,814 54,075 36,907
Other assets and liabilities, net .............................. 8,503 (18,248) 16,043
--------- --------- ---------
Net cash (used in) provided by operating activities .................. (11,603) 19,728 (4,850)
--------- --------- ---------
Cash flows from investing activities:
Proceeds from sale of businesses and assets, net ................... 3,644 7,912 323,266
Sale or maturity of investment securities .......................... 111,795 16,418 58,811
Purchase of investment securities .................................. (75,095) (162,959) (32,324)
Sale or liquidation of long-term investments ....................... -- 1,133 --
Purchase of long term investments................................... -- (5,711) (3,310)
Purchase of Medallion .............................................. (50,103) -- --
Investment in joint venture ........................................ -- -- (2,573)
(Increase) decrease in restricted assets ........................... (168) 1,231 (1,565)
Proceeds from sale of real estate, net ............................. 20,461 42,160 --
Purchase of real estate ............................................ (1,663) -- --
Repayment (issuance) of note receivable, net ....................... (4,000) -- --
Payment of prepetition claims ...................................... (2,026) (3,183) (376)
New Valley purchase of common shares ............................... (1,891) (274) (1,190)
Cash received in LTS acquisition, net .............................. -- 4,065 --
Capital expenditures ............................................... (96,636) (77,100) (26,840)
--------- --------- ---------
Net cash (used in) provided by investing activities .................. (95,682) (176,308) 313,899
--------- --------- ---------
The accompanying notes are an integral part
of the consolidated financial statements.
F-6
VECTOR GROUP LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
YEAR ENDED DECEMBER 31,
---------------------------------
2002 2001 2000
--------- --------- ---------
Cash flows from financing activities:
Proceeds from debt ....................................... 78,135 264,441 700
Repayments of debt ....................................... (23,338) (32,777) (107,868)
Deferred financing charges ............................... (1,281) (9,642) --
Borrowings under revolver ................................ 612,121 508,121 433,075
Repayments on revolver ................................... (612,121) (527,495) (405,602)
(Decrease) increase in margin loan payable ............... -- (4,675) 3,692
(Decrease) increase in cash overdraft .................... -- (501) 501
Distributions on common stock ............................ (54,477) (46,751) (30,759)
(Repayments) proceeds from participating loan ........... (12,445) 2,981 (67,027)
Issuance of common stock ................................. -- 50,000 --
Proceeds from exercise of options and warrants ........... 2,957 17,185 --
Cash impact of LTS distribution .......................... -- (8,136) --
Other, net ............................................... -- 79 --
--------- --------- ---------
Net cash (used in) provided by financing activities ........ (10,449) 212,830 (173,288)
--------- --------- ---------
Net cash provided by discontinued operations ............... -- 4,006 1,739
Effect of exchange rate changes on cash and cash equivalents -- -- (110)
--------- --------- ---------
Net (decrease) increase in cash and cash equivalents ....... (117,734) 60,248 137,390
Cash and cash equivalents, beginning of year ............... 217,761 157,513 20,123
--------- --------- ---------
Cash and cash equivalents, end of year ..................... $ 100,027 $ 217,761 $ 157,513
========= ========= =========
The accompanying notes are an integral part
of the consolidated financial statements.
F-7
VECTOR GROUP LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) BASIS OF PRESENTATION:
The consolidated financial statements of Vector Group Ltd. (the
"Company" or "Vector") include the accounts of VGR Holding Inc. ("VGR
Holding"), Liggett Group Inc. ("Liggett"), Brooke (Overseas) Ltd.
("Brooke (Overseas)"), Vector Tobacco Inc. ("Vector Tobacco"),
through July 31, 2000 Liggett-Ducat Ltd. ("Liggett-Ducat"), and other
less significant subsidiaries. The Company owned 57.3% of New Valley
Corporation's ("New Valley") common shares at December 31, 2002. All
significant intercompany balances and transactions have been
eliminated. Certain amounts in prior years' consolidated financial
statements have been reclassified to conform to the current year's
presentation.
Vector Tobacco is engaged in the development and marketing of low
nicotine, nicotine-free and reduced carcinogen cigarette products.
Liggett is engaged primarily in the manufacture and sale of
cigarettes, principally in the United States. Prior to its sale in
August 2000, Liggett-Ducat was engaged in the manufacture and sale of
cigarettes in Russia. New Valley is currently engaged in the real
estate business and is seeking to acquire additional operating
companies.
As discussed in Note 3, a subsidiary of the Company acquired The
Medallion Company, Inc. on April 1, 2002.
As discussed in Note 20, New Valley's former broker-dealer operations
are presented as discontinued operations for the years ended December
31, 2001 and 2000.
(b) ESTIMATES AND ASSUMPTIONS:
The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities, disclosure of
contingent assets and liabilities and the reported amounts of revenues
and expenses. Significant estimates subject to material changes in the
near term include inventory valuation, deferred tax assets, allowance
for doubtful accounts, promotional accruals, sales returns and
allowances, actuarial assumptions of pension plans, settlement accruals
and litigation and defense costs. Actual results could differ from
those estimates.
(c) CASH AND CASH EQUIVALENTS:
For purposes of the statements of cash flows, cash includes cash on
hand, cash on deposit in banks and cash equivalents, comprised of
short-term investments which have an original maturity of 90 days or
less. Interest on short-term investments is recognized when earned.
(d) FINANCIAL INSTRUMENTS:
The carrying value of cash and cash equivalents, restricted assets
and short-term loans are reasonable estimates of their fair value.
F-8
VECTOR GROUP LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) - (CONTINUED)
The carrying amounts of short-term debt reported in the Consolidated
Balance Sheets are a reasonable estimate of fair value. The fair
value of long-term debt for the years ended December 31, 2002 and
December 31, 2001 was estimated based on current market quotations,
where available.
The methods and assumptions used by the Company's management in
estimating fair values for financial instruments presented herein are
not necessarily indicative of the amounts the Company could realize
in a current market exchange. The use of different market assumptions
and/or estimation methodologies may have a material effect on the
estimated fair values.
(e) INVESTMENT SECURITIES:
The Company classifies investments in debt and marketable equity
securities as available for sale. Investments classified as available
for sale are carried at fair value, with net unrealized gains and
losses included as a separate component of stockholders' equity. The
cost of securities sold is determined based on average cost.
(f) SIGNIFICANT CONCENTRATIONS OF CREDIT RISK:
Financial instruments which potentially subject the Company to
concentrations of credit risk consist principally of cash and cash
equivalents and trade receivables. The Company places its temporary
cash in money market securities (investment grade or better) with
what management believes are high credit quality financial
institutions.
Liggett's customers are primarily candy and tobacco distributors, the
military and large grocery, drug and convenience store chains. One
customer accounted for approximately 17.1% of Liggett's net sales in
2002, 23.5% of Liggett's net sales in 2001 and 29.4% of Liggett's net
sales in 2000. Sales to this customer were primarily in the private
label discount segment. Concentrations of credit risk with respect to
trade receivables are generally limited due to the large number of
customers, located primarily throughout the United States, comprising
Liggett's customer base. Ongoing credit evaluations of customers'
financial condition are performed and, generally, no collateral is
required. Liggett maintains reserves for potential credit losses and
such losses, in the aggregate, have generally not exceeded
management's expectations.
(g) ACCOUNTS RECEIVABLE:
Accounts receivable-trade are recorded at their net realizable value.
The allowance for doubtful accounts and cash discounts was $2,248 and
$2,101 at December 31, 2002 and 2001, respectively.
(h) INVENTORIES:
Tobacco inventories are stated at the lower of cost or market and are
determined primarily by the last-in, first-out (LIFO) method at
Liggett and the first-in, first out (FIFO) method at Vector Tobacco.
Although portions of leaf tobacco inventories may not be used or sold
within one year because of the time required for aging, they are
included in current assets, which is common practice in the industry.
It is not practicable to determine the amount that will not be used
or sold within one year.
F-9
VECTOR GROUP LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) - (CONTINUED)
(i) RESTRICTED ASSETS:
Restricted assets of $4,857 at December 31, 2002 consist primarily of
certificates of deposit which collateralize letters of credit.
Restricted assets at December 31, 2001 consisted primarily of $16,856
held in escrow by the United States District Court of New Jersey for
New Valley in connection with the settlement of a lawsuit. (Refer to
Note 21.)
(j) PROPERTY, PLANT AND EQUIPMENT:
Property, plant and equipment are stated at cost. Property,
plant and equipment are depreciated using the straight-line
method over the estimated useful lives of the respective assets,
which are 20 to 30 years for buildings and 3 to 10 years for
machinery and equipment. Office buildings held by New Valley are
depreciated over periods approximating 39 years.
Interest costs are capitalized in connection with the construction of
major facilities. Capitalized interest is recorded as part of the
asset to which it relates and is amortized over the asset's estimated
useful life. In 2002, 2001 and 2000, interest costs of $305, $779 and
$0, respectively, were capitalized.
Repairs and maintenance costs are charged to expense as incurred. The
costs of major renewals and betterments are capitalized. The cost and
related accumulated depreciation of property, plant and equipment are
removed from the accounts upon retirement or other disposition and
any resulting gain or loss is reflected in operations.
(k) INTANGIBLE ASSETS:
The Company is required to conduct an annual review of intangible
assets for potential impairment including the intangible asset of
$107,511, which is not subject to amortization due to its indefinite
useful life, and relates to Medallion's exemption under the Master
Settlement Agreement. (Refer to Note 3.)
Other intangible assets, included in other assets, consisting
principally of trademarks, are amortized using the straight-line
method over 10-12 years. Amortization expense for the years ended
December 31, 2002, 2001 and 2000 was $145, $19 and $28, respectively.
(l) IMPAIRMENT OF LONG-LIVED ASSETS:
The Company reviews long-lived assets for impairment annually or
whenever events or changes in business circumstances indicate that
the carrying amount of the assets may not be fully recoverable. The
Company performs undiscounted operating cash flow analyses to
determine if an impairment exists. If an impairment is determined to
exist, any related impairment loss is calculated based on fair value
of the asset on the basis of discounted cash flow. Impairment losses
on assets to be disposed of, if any, are based on the estimated
proceeds to be received, less costs of disposal.
Effective January 1, 2002, the Company adopted SFAS No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets".
SFAS No. 144 supersedes SFAS No. 121, "Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to be Disposed of",
F-10
VECTOR GROUP LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) - (CONTINUED)
and requires (i) the recognition and measurement of the impairment of
long-lived assets to be held and used and (ii) the measurement of
long-lived assets to be disposed of by sale. The adoption of this
statement did not have any impact on the Company's consolidated
financial statements.
(m) EMPLOYEE BENEFITS:
Liggett sponsors self-insured health and dental insurance plans for
all eligible employees. As a result, the expense recorded for such
benefits involves an estimate of unpaid claims as of December 31,
2002, 2001 and 2000 which are subject to significant fluctuations in
the near term.
(n) POSTRETIREMENT BENEFITS OTHER THAN PENSIONS:
The cost of providing retiree health care and life insurance benefits
is actuarially determined and accrued over the service period of the
active employee group.
(o) STOCK OPTIONS:
At December 31, 2002, the Company accounts for employee stock
compensation plans under APB Opinion No. 25, "Accounting for Stock
Issued to Employees" with the intrinsic value-based method permitted
by SFAS No. 123, "Accounting for Stock-Based Compensation". Under APB
No. 25, no compensation expense is recognized when the exercise price
is equal to the market price of the underlying common stock on the
date of grant.
Awards under the Company's stock compensation plans generally vest
over periods ranging from four to five years. The expense related to
stock option compensation included in the determination of net income
for 2002 is less than that which would have been recognized if the
fair value method had been applied to all awards since the original
effective date of SFAS No. 123. The net income and earnings per share
implications if the fair value method had been applied to all awards
which vested during the years ended December 31, 2002, 2001 and 2000
would have been as follows:
2002 2001 2000
----------- ----------- -----------
Net (loss) income............................. $ (31,794) $ 20,663 $ 174,218
Add: stock option employee compensation
expense included in reported net (loss)
income, net of related tax effects ....... 5,375 5,305 3,146
Deduct: total stock option employee
compensation expense determined
under the fair value method for all awards
vested during the year, net of related
tax effects .............................. (10,272) (10,275) (7,725)
----------- ----------- -----------
Pro forma net (loss) income .................. (36,691) 15,693 169,639
Earnings (loss) per share:
Basic - as reported ...................... $ (0.91) $ 0.66 $ 6.72
Basic - pro forma ........................ $ (1.05) $ 0.51 $ 6.54
Diluted - as reported .................... $ (0.91) $ 0.55 $ 5.70
Diluted - pro forma ...................... $ (1.05) $ 0.42 $ 5.55
F-11
VECTOR GROUP LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) - (CONTINUED)
(p) INCOME TAXES:
Deferred taxes reflect the impact of temporary differences between
the amounts of assets and liabilities recognized for financial
reporting purposes and the amounts recognized for tax purposes as
well as tax credit carryforwards and loss carryforwards. These
deferred taxes are measured by applying currently enacted tax rates.
A valuation allowance reduces deferred tax assets when it is deemed
more likely than not that some portion or all of the deferred tax
assets will not be realized.
(q) REVENUE RECOGNITION:
SALES: Revenues from sales are recognized upon the shipment of
finished goods when title and risk of loss have passed to the
customer, there is per share evidence of an arrangement, the sales
price is determinable and collectibility is reasonably assured.. The
Company provides an allowance for expected sales returns, net of
related inventory cost recoveries. Since the Company's primary line
of business is tobacco, the Company's financial position and its
results of operations and cash flows have been and could continue to
be materially adversely affected by significant unit sales volume
declines, litigation and defense costs, increased tobacco costs or
reductions in the selling price of cigarettes in the near term.
Effective January 1, 2002, the Company adopted Emerging Issues Task
Force "EITF") Issue No. 00-14, "Accounting for Certain Sales
Incentives," and EITF Issue No. 00-25, "Vendor Income Statement
Characterization of Consideration Paid to a Reseller of the Vendor's
Products." Prior period consolidated statements of earnings have been
reclassified to reflect the adoption. EITF No. 01-9, "Accounting for
Consideration Given by a Vendor to a Customer (Including a Reseller
of the Vendor's Products)," became effective in November 2001,
codifying and reconciling certain issues in EITF No. 00-25. With
respect to estimated amounts of consideration that will be claimed by
customers, costs are recognized at the later of the date at which the
related revenue is recognized or the date at which the sales
incentive is offered. The adoption of these EITF Issues resulted in a
reduction of revenues of $296,836 and $234,465 in 2001 and 2000,
respectively. In addition, the adoption reduced marketing,
administration and research costs in 2001 and 2000 by $305,756 and
$247,821, respectively, and cost of goods sold increased by $8,920
and $13,356, respectively. The adoption of these EITF Issues had no
impact on operating income, net earnings or basic and diluted EPS.
REAL ESTATE LEASING REVENUES: The Company's real estate properties
are being leased to tenants under operating leases. Base rental
revenue is generally recognized on a straight-line basis over the
term of the lease. The lease agreements for certain properties
contain provisions which provide for reimbursement of real estate
taxes and operating expenses over base year amounts, and in certain
cases as fixed increases in rent. In addition, the lease agreements
for certain tenants provide additional rentals based upon revenues in
excess of base amounts, and such amounts are accrued as earned. The
future minimum rents scheduled to be received on non-cancelable
operating leases at December 31, 2002 are $6,578 in 2003, $6,578 in
2004, $6,666 in 2005, $6,532 in 2006, $5,232 in 2007 and $14,872
thereafter.
(r) ADVERTISING AND RESEARCH AND DEVELOPMENT:
Advertising costs, which are expensed as incurred, were $15,544,
$11,439 and $7 for the years ended December 31, 2002, 2001 and 2000,
respectively.
Research and development costs, primarily at Vector Tobacco, are
expensed as incurred, and were $10,103, $13,174 and $6,592 for the
years ended December 31, 2002, 2001 and 2000, respectively.
F-12
VECTOR GROUP LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) - (CONTINUED)
(s) LEGAL COSTS:
The Company's policy is to accrue legal and other costs related to
contingencies as services are performed.
(t) EARNINGS PER SHARE:
Information concerning the Company's common stock has been adjusted
to give effect to the 5% stock dividends paid to Company stockholders
on September 27, 2002, September 28, 2001 and September 28, 2000. The
dividends were charged to retained earnings in the net amount of
$22,279 in 2002, $54,519 in 2001 and $20,852 in 2000 and were based
on the fair value of the Company's common stock. In connection with
each 5% dividend, the Company increased the number of warrants and
stock options by 5% and reduced the exercise prices accordingly. All
share amounts have been presented as if the stock dividends had
occurred on January 1, 2000.
Basic net income per share is computed by dividing net income by the
weighted-average number of shares outstanding. Diluted net income per
share includes the dilutive effect of stock options, vested
restricted stock grants and warrants. Basic and diluted EPS were
calculated using the following for the years ended December 31, 2002,
2001 and 2000:
2002 2001 2000
---------- ---------- ----------
Weighted average shares for basic EPS . 34,974,480 30,991,874 25,924,879
Plus incremental shares related to
stock options and warrants ........ -- 6,319,787 4,615,426
---------- ---------- ----------
Weighted average shares for diluted EPS 34,974,480 37,311,661 30,540,305
========== ========== ==========
The Company had a net loss for the year ended December 31, 2002.
Therefore, the effect of the common stock equivalents and convertible
securities is excluded from the computation of diluted net loss per
share since the effect is antidilutive for the year ended December
31, 2002.
(u) COMPREHENSIVE INCOME:
Other comprehensive income is a component of stockholders' equity and
includes such items as the Company's proportionate interest in New
Valley's capital transactions, unrealized gains and losses on
investment securities and minimum pension liability adjustments.
Total comprehensive loss was $42,816 for the year ended December 31,
2002, and total comprehensive income was $20,496 for the year ended
December 31, 2001 and $174,176 for the year ended December 31, 2000.
(v) NEW ACCOUNTING PRONOUNCEMENTS:
In December 2002, the FASB issued SFAS No. 148, "Accounting for
Stock-Based Compensation - Transition and Disclosure, an amendment of
SFAS No. 123." SFAS No. 148 amends SFAS No. 123 to provide
alternative methods of transition for a voluntary change to that
statement's fair value method of accounting for stock-based employee
compensation. SFAS No. 148 also amends the disclosure provisions of
F-13
VECTOR GROUP LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) - (CONTINUED)
SFAS No. 123 and APB No. 28, "Interim Financial Reporting," to
require disclosure in the summary of significant accounting policies
of the effects of an entity's accounting policy with respect to
stock-based employee compensation on reported net income and earnings
per share in annual and interim financial statements. The transition
and disclosure provisions of this statement are effective for
financial statements for fiscal years ending after December 15, 2002.
In June 2002, the FASB issued SFAS 146, "Accounting for Costs
Associated with Exit or Disposal Activities." SFAS 146 addresses
financial accounting and reporting for costs associated with exit or
disposal activities and nullifies EITF 94-3, "Liability Recognition
for Certain Employee Termination Benefits and Other Costs to Exit an
Activity (including Certain Costs Incurred in a Restructuring)." SFAS
146 requires that a liability for a cost associated with an exit or
disposal activity be recognized when the liability is incurred as
opposed to EITF 94-3, which allowed a cost to be recognized when a
commitment to an exit plan was made. The provisions of SFAS 146 are
effective for exit or disposal activities that are initiated after
December 31, 2002. The Company will apply this statement
prospectively upon adoption.
In April 2002, SFAS No. 145, "Rescission of FASB Statements No. 4,
44, and 64, Amendment of FASB Statement No. 13, and Technical
Corrections" was issued. This statement changed the previous
accounting, which required all gains and losses from the
extinguishment of debt be aggregated and, if material, classified as
an extraordinary item. Pursuant to SFAS No. 145, such amounts will be
classified as an extraordinary item if they meet the requirements for
extraordinary items pursuant to Accounting Principles Board Opinion
No. 30. In addition, the statement amended the guidance for
accounting for leases pursuant to SFAS No. 13 to require that certain
lease modifications, which have economic effects similar to sale
leaseback transactions, be accounted for in the same manner as sale
leaseback transactions. The Company is currently assessing the
impact, if any, of the adoption of these statements.
In November 2002, the FASB issued Interpretation No. 45, "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others." FIN No. 45 requires
that upon issuance of a guarantee, the guarantor must recognize a
liability for the fair value of the obligation it assumes under the
guarantee and expanded disclosure of certain guarantees existing at
December 31, 2002.
In January 2003, FIN No. 46, "Consolidation of Variable Interest
Entities" was issued. This interpretation clarifies the application
of Accounting Research Bulletin No. 51, "Consolidated Financial
Statements," to certain entities in which equity investors do not
have the characteristics of a controlling financial interest or do
not have sufficient equity at risk for the entity to finance its
activities without additional subordinated financial support from
other parties. FIN No. 46 is effective February 1, 2003 for
variable interest entities created after January 31, 2003, and July
1, 2003 for variable interest entities created prior to February 1,
2003. Although the Company does not believe this interpretation
will have a material impact on its consolidated financial
statements, it is evaluating the interpretation related to the
potential impact associated with the Company's equity investments
in its real estate businesses.
2. LIGGETT VECTOR BRANDS
In 2002, the Company approved a plan to combine the sales and marketing
functions of its Liggett and Vector subsidiaries into a new entity,
Liggett Vector Brands, Inc in order to enhance the effectiveness of the
Company's sales and marketing operations. This company coordinates and
executes the sales and marketing efforts for all of the Company's
tobacco operations. As a result of this plan, during the first quarter,
the Company recognized a pre-tax restructuring charge of approximately
$3,460, consisting of approximately $2,000 in involuntary severance and
other exit costs, and an impairment charge of approximately $1,500
related to certain long-lived assets. The Company expects to complete
these restructuring activities by March 31, 2003. The Company's
restructuring accrual has been reduced by payments of $1,528 and
impairments of $1,450 as of December 31, 2002. At December 31, 2002 the
restructuring accrual of which is reflected in other current liabilities
in the accompanying consolidated balance sheet was $482.
In 2002, the sales and marketing functions, along with certain support
functions, of the Company's Liggett and Vector Tobacco subsidiaries were
combined into a new entity, Liggett Vector Brands Inc. This company
coordinates and executes the sales and marketing efforts for all of the
Company's tobacco operations. With the combined resources of Liggett and
Vector Tobacco, Liggett Vector Brands has approximately 430 salespersons,
and enhanced distribution and marketing capabilities. In connection with
the formation of the Liggett Vector Brands entity, the Company took a
charge of $3,460 in the first quarter of 2002, related to the
reorganization of its business. As of December 31, 2002, the Company's
reorganization accrual has been reduced by payments of $1,528 and the
remaining balance was $1,932.
3. MEDALLION ACQUISITION
On April 1, 2002, a subsidiary of the Company acquired 100% of the stock
of The Medallion Company, Inc. ("Medallion"), and related assets from
Medallion's principal stockholder. Following the purchase of the Medallion
F-14
VECTOR GROUP LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) - (CONTINUED)
stock, Vector Tobacco merged into Medallion and Medallion changed its
name to Vector Tobacco Inc. The total purchase price consisted of $50,000
in cash and $60,000 in notes, with the notes guaranteed by the Company
and by Liggett. (See Note 8.) Medallion, a discount cigarette
manufacturer, is a participant in the Master Settlement Agreement between
the state Attorneys General and the tobacco industry. Medallion has no
payment obligations under the Master Settlement Agreement except to the
extent its market share exceeds approximately 0.28% of total cigarettes
sold in the United States. The results of operations of Medallion are
included in the Company's financial statements beginning April 1, 2002.
The following table summarizes the estimated fair values of the assets
acquired and liabilities assumed at the date of acquisition.
APRIL 1, 2002
-------------
Receivable from seller ...... $ 3,189
Inventory ................... 1,019
Property, plant and equipment 2,181
Intangible asset ............ 107,511
--------
Total assets acquired ... 113,900
--------
Accrued merger costs ........ 300
Allowance for sales returns . 500
Accrued MSA liability ....... 3,100
--------
Total liabilities assumed 3,900
--------
Net assets acquired ..... $110,000
========
The $107,511 intangible asset, which is not subject to amortization,
relates to Medallion's exemption under the Master Settlement Agreement and
has been included with the Liggett segment for segment reporting purposes.
The following table presents unaudited pro forma results of operations as
if the Medallion acquisition had occurred immediately prior to January 1,
2001. These pro forma results have been prepared for comparative purposes
only and do not purport to be indicative of what would have occurred had
these transactions been consummated as of such date.
YEAR ENDED DECEMBER 31,
----------------------------
2002 2001
----------- -----------
Revenues .......................... $ 518,279 $ 491,652
=========== ===========
Net (loss) income ................. $ (33,042) $ 21,131
=========== ===========
Net (loss) income per common share:
Basic ......................... $ (0.94) $ 0.68
=========== ===========
Diluted ....................... $ (0.94) $ 0.57
=========== ===========
F-15
VECTOR GROUP LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) - (CONTINUED)
4. INVESTMENT SECURITIES AVAILABLE FOR SALE
Investment securities classified as available for sale are carried at fair
value, with net unrealized gains or losses included as a component of
stockholders' equity, net of minority interests. The Company had net
unrealized losses on investment securities available for sale of $1,220 in
2002 and net unrealized gains of $1,883 in 2001. During 2002, the Company
recorded a loss of $6,776 related to other-than-temporary declines in the
fair value of marketable equity securities held by New Valley.
The components of investment securities available for sale at December 31,
2002 and 2001 are as follows:
GROSS GROSS
UNREALIZED UNREALIZED FAIR
COST GAIN LOSS VALUE
-------- ---------- ----------- --------
2002
Marketable equity securities $ 14,430 $ -- $ 1,037 $ 13,393
Marketable debt securities . 115,220 1,157 1,340 115,037
-------- ------ -------- --------
$129,650 $1,157 $ 2,377 $128,430
======== ====== ======== ========
2001
Marketable equity securities $ 18,929 $1,933 $ 2,835 $ 18,027
Marketable debt securities . 152,885 430 522 152,793
Marketable warrants ........ -- 2,877 -- 2,877
-------- ------ -------- --------
$171,814 $5,240 $ 3,357 $173,697
======== ====== ======== ========
5. INVENTORIES
Inventories consist of:
DECEMBER 31,
------------------------
2002 2001
--------- --------
Leaf tobacco ................. $ 63,196 $ 26,364
Other raw materials .......... 5,438 6,764
Work-in-process .............. 2,888 2,263
Finished goods ............... 30,014 18,182
Replacement parts and supplies 4,878 3,040
--------- --------
Inventories at current cost .. 106,414 56,613
LIFO adjustments ............. (1,765) (554)
--------- --------
$ 104,649 $ 56,059
========= ========
The Company has a leaf inventory management program whereby, among other
things, it is committed to purchase certain quantities of leaf tobacco.
The purchase commitments are for quantities not in excess of anticipated
requirements and are at prices, including carrying costs, established at
the date of the commitment. At December 31, 2002, Liggett had leaf tobacco
purchase commitments of approximately $12,329 and Vector Tobacco had leaf
tobacco purchase commitments of approximately $9,024.
LIFO inventories represent approximately 61.4% and 61.5% of total
inventories at December 31, 2002 and 2001, respectively. Included in the
above table is approximately $38,000 and $22,000 at December 31, 2002 and
2001, respectively of inventories associated with Vector Tobacco's new
product initiatives.
F-16
VECTOR GROUP LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) - (CONTINUED)
6. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consist of:
DECEMBER 31,
-------------------------
2002 2001
--------- ---------
Land and improvements ....... $ 10,019 $ 3,783
Buildings ................... 74,828 34,233
Machinery and equipment ..... 136,738 81,396
Leasehold improvements ...... 130 1,451
Construction-in-progress .... 3,566 27,464
--------- ---------
225,281 148,327
Less accumulated depreciation (43,309) (35,561)
--------- ---------
$ 181,972 $ 112,766
========= =========
The table above includes real estate assets and accumulated depreciation
owned and operated by New Valley in the amounts of $54,258
and $50 and $12,729 and $2,148 as of December 31, 2002 and 2001,
respectively. (Refer to Note 21). Depreciation and amortization expense
for the years ended December 31, 2002, 2001 and 2000 was $13,863,
$9,853 and $11,479, respectively. Future machinery and equipment
purchase commitments at Liggett and Vector Tobacco are $4,045.
7. LONG-TERM INVESTMENTS
Long-term investments consisted of investments in the following:
DECEMBER 31, 2002 DECEMBER 31, 2001
-------------------- -------------------
CARRYING FAIR CARRYING FAIR
VALUE VALUE VALUE VALUE
-------- ---- -------- ----
Limited partnerships $3,150 $10,694 $3,150 $9,987
The principal business of the limited partnerships is investing in real
estate and investment securities. The estimated fair value of the limited
partnerships was provided by the partnerships based on the indicated
market values of the underlying assets or investment portfolio. New Valley
is an investor in real estate partnerships where it is required to make
additional investments of up to an aggregate of $983 at December 31, 2002.
New Valley's investments in limited 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.
The Company's estimate of the fair value of its long-term investments are
subject to judgment and are not necessarily indicative of the amounts that
could be realized in the current market.
F-17
VECTOR GROUP LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) - (CONTINUED)
8. NOTES PAYABLE, LONG-TERM DEBT AND OTHER OBLIGATIONS
Notes payable, long-term debt and other obligations consist of:
DECEMBER 31, DECEMBER 31,
2002 2001
------------- -------------
Vector:
6.25% Convertible Subordinated Notes due 2008 ........... $ 132,500 $ 132,500
VGR Holding:
10% Senior Secured Notes due 2006, net of
unamortized discount of $10,751 and $9,242 ........... 71,249 50,758
Liggett:
Revolving credit facility ............................... -- --
Term loan under credit facility ......................... 5,190 5,865
Other notes payable ..................................... 13,195 7,748
Vector Tobacco:
Notes payable ........................................... 7,357 8,847
Equipment loans ......................................... 452 389
Notes payable - Medallion acquisition ................... 50,625 --
V.T. Aviation:
Notes payable ........................................... 17,237 12,724
New Valley:
Notes payable - operating real estate.................... 40,500 11,226
Other ................................................... -- 250
------------- -------------
Total notes payable, long-term debt and other obligations 338,305 230,307
Less:
Current maturities ................................ (31,277) (4,892)
------------- -------------
Amount due after one year ............................... $ 307,028 $ 225,415
============= =============
6.25% CONVERTIBLE SUBORDINATED NOTES DUE JULY 15, 2008 - VECTOR:
In July 2001, Vector completed the sale of $172,500 (net proceeds of
approximately $166,400) of its 6.25% convertible subordinated notes due
2008 through a private offering to qualified institutional investors in
accordance with Rule 144A under the Securities Act of 1933. The notes pay
interest at 6.25% per annum and are convertible into Vector's common
stock, at the option of the holder, at a conversion price of $30.51 per
share at December 31, 2002. The conversion price is subject to adjustment
for various events, and any cash distribution on Vector's common stock
will result in a corresponding decrease in the conversion price. In 2002,
the conversion price reflects a cash dividend of $1.60 per share and a 5%
stock dividend. In 2001, the initial conversion price of $36.531 per share
was adjusted to reflect a cash dividend of $0.40 per share of common stock
and a 5% stock dividend paid by the Company on September 28, 2001 and a
cash dividend of $0.40 per share of common stock and a special dividend in
the form of 0.348 of a share of Ladenburg Thalmann Financial Services Inc.
paid on December 20, 2001.
In December 2001, $40,000 of the notes were converted into 1,247,770
shares of Vector's common stock. In connection with the conversion of the
notes, Vector issued 178,500 additional shares of its common stock to the
holder and paid the holder $1,086 of accrued interest. Vector recognized
interest expense of $6,445 on the transaction.
The notes may be redeemed by Vector, in whole or in part, between July 15,
2003 and July 15, 2004, if the closing price of Vector's common stock
exceeds 150% of the conversion price then in effect for a period of at
least 20 trading days in any consecutive 30 day trading period, at a price
F-18
VECTOR GROUP LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) - (CONTINUED)
equal to 100% of the principal amount, plus accrued interest and a "make
whole" payment. Vector may redeem the notes, in whole or in part, at a
price of 103.125% in the year beginning July 15, 2004, 102.083% in the
year beginning July 15, 2005, 101.042% in the year beginning July 15, 2006
and 100% in the year beginning July 15, 2007, together with accrued
interest. If a change of control occurs, Vector will be required to offer
to repurchase the notes at 101% of their principal amount, plus accrued
interest and, under certain circumstances, a "make whole" payment.
10% SENIOR SECURED NOTES DUE MARCH 31, 2006 - VGR HOLDING:
On May 14, 2001, VGR Holding issued at a discount $60,000 principal amount
of 10% senior secured notes due March 31, 2006 in a private placement. VGR
Holding received net proceeds from the offering of approximately $46,500.
On April 30, 2002, VGR Holding issued at a discount an additional $30,000
principal amount of 10% senior secured notes due March 31, 2006 in a
private placement and received net proceeds of approximately $24,500. The
notes were priced to provide the purchasers with a 15.75% yield to
maturity. The new notes are on the same terms as the $60,000 principal
amount of senior secured notes previously issued. All of the notes have
been guaranteed by the Company and by Liggett.
The notes are collateralized by substantially all of VGR Holding's
assets, including a pledge of VGR Holding's equity interests in its
direct subsidiaries, including Brooke Group Holding, Brooke (Overseas),
Vector Tobacco and New Valley Holdings, Inc. ("NV Holdings"), as well as
a pledge of the shares of Liggett and all of the New Valley securities
held by VGR Holding and NV Holdings. The purchase agreement for the notes
contains covenants, which among other things, limit the ability of VGR
Holding to make distributions to the Company to 50% of VGR Holding's net
income, unless VGR Holding holds $75,000 in cash after giving effect to
the payment of the distribution, limit additional indebtedness of VGR
Holding, Liggett and Vector Tobacco to 250% of EBITDA (as defined in the
purchase agreements) for the trailing 12 months plus, for periods through
December 31, 2003, additional amounts including up to $100,000 during
the period commencing on December 31, 2002 and ending on March 31, 2003,
$115,000 during the period commencing on April 1, 2003 and ending on June
29, 2003, $100,000 during the period commencing on June 30, 2003 and
ending on September 29, 2003 and $50,000 during the period commencing on
September 30, 2003 and ending on December 31, 2003. The covenants also
restrict transactions with affiliates subject to exceptions which include
payments to Vector not to exceed $9,500 per year for permitted operating
expenses, and limit the ability of VGR Holding to merge, consolidate or
sell certain assets. In November 2002, in connection with an amendment to
the note purchase agreement, VGR Holding repurchased $8,000 of the notes
at a price of 100% of the principal amount plus accrued interest. The
Company recognized a loss of $1,320 in the fourth quarter 2002 on the
early extinguishment of debt.
In March 2003, in connection with an additional amendment to the note
purchase agreement, VGR Holding agreed to repurchase, under certain
conditions, during the second, third and fourth quarters of 2003 a total
of $12,000 of the notes at a price of 100% of the principal amount plus
accrued interest. The Company will recognize a loss of approximately
$2,000 in 2003 on the early extinguishment of debt if it repurchases the
$12,000 of the notes.
VGR Holding has the right (which it has not exercised) under the purchase
agreement for the notes to elect to treat Vector Tobacco as a "designated
subsidiary" and exclude the losses of Vector Tobacco in determining the
amount of additional indebtedness permitted to be incurred. If VGR Holding
were to make this election, future cash needs of Vector Tobacco would be
required to be funded directly by Vector or by third-party financing as to
which neither VGR Holding nor Liggett could provide any guarantee or
credit support.
F-19
VECTOR GROUP LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) - (CONTINUED)
Prior to May 14, 2003, VGR Holding may redeem up to $31,500 of the notes
at a redemption price of 100% of the principal amount with proceeds from
one or more equity offerings. VGR Holding may redeem the notes, in whole
or in part, at a redemption price of 100% of the principal amount
beginning May 14, 2003. During the term of the notes, VGR Holding is
required to offer to repurchase all the notes at a purchase price of 101%
of the principal amount, in the event of a change of control, and to offer
to repurchase notes, at 100% of the principal amount, with the proceeds of
material asset sales.
REVOLVING CREDIT FACILITY - LIGGETT:
Liggett has a $40,000 credit facility, under which $0 was outstanding at
December 31, 2002. Availability under the credit facility was
approximately $30,477 based on eligible collateral at December 31, 2002.
The facility is collateralized by all inventories and receivables of
Liggett. Borrowings under the facility, whose interest is calculated at a
rate equal to 1.0% above Philadelphia National Bank's (the indirect parent
of Congress Financial Corporation, the lead lender) prime rate, bore a
rate of 5.25% at December 31, 2002. The facility requires Liggett's
compliance with certain financial and other covenants including a
restriction on the payment of cash dividends unless Liggett's borrowing
availability under the facility for the 30-day period prior to the payment
of the dividend, and after giving effect to the dividend, is at least
$5,000. In addition, the facility, as amended, imposes requirements with
respect to Liggett's adjusted net worth (not to fall below $8,000 as
computed in accordance with the agreement) and working capital (not to
fall below a deficit of $17,000 as computed in accordance with the
agreement). At December 31, 2002, Liggett was in compliance with all
covenants under the credit facility; Liggett's adjusted net worth was
$35,727and net working capital was $4,309, as computed in accordance with
the agreement. The facility expires on March 8, 2004 subject to automatic
renewal for an additional year.
In November 1999, 100 Maple LLC, a new company formed by Liggett to
purchase its Mebane, North Carolina facility, borrowed $5,040 from the
lender under Liggett's credit facility. In July 2001, Liggett borrowed an
additional $2,340 under the loan, and a total of $5,190 was outstanding at
December 31, 2002. In September 2002, the lender agreed that no further
regularly scheduled principal payments would be due under the Maple loan
until March 1, 2004. Thereafter, the loan is payable in 27 monthly
installments of $77 with a final payment of $3,111. Interest is charged at
the same rate as applicable to Liggett's credit facility, and borrowings
under the Maple loan reduce the maximum availability under the credit
facility. Liggett has guaranteed the loan, and a first mortgage on the
Mebane property and equipment collateralizes the Maple loan and Liggett's
credit facility. Liggett completed the relocation of its manufacturing
operations to this facility in October 2000.
EQUIPMENT LOANS - LIGGETT:
In March 2000, Liggett purchased equipment for $1,000 under a capital
lease which is payable in 60 monthly installments of $21 with an effective
annual interest rate of 10.14%. In April 2000, Liggett purchased equipment
for $1,071 under two capital leases which are payable in 60 monthly
installments of $22 with an effective interest rate of 10.20%.
Beginning in October 2001, Liggett upgraded the efficiency of its
manufacturing operation at Mebane with the addition of four new
state-of-the-art cigarette makers and packers, as well as related
equipment. The total cost of these upgrades was approximately $20,000.
Liggett took delivery of the first two of the new lines in the fourth
quarter of 2001 and financed the purchase price of $6,404 through capital
F-20
VECTOR GROUP LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) - (CONTINUED)
lease arrangements guaranteed by Vector and payable in 60 monthly
installments of $106 with interest calculated at the prime rate. In March
2002, the third line was delivered, and the purchase price of $3,023 was
financed through the issuance of a note, payable in 30 monthly
installments of $62 and then 30 monthly installments of $51 with an
effective annual interest rate of 4.68%. In May 2002, the fourth line was
delivered, and Liggett financed the purchase price of $2,871 through the
issuance of a note, payable in 30 monthly installments of $59 and then 30
monthly installments of $48 with an effective annual interest rate of
4.64%. In September 2002, Liggett purchased additional equipment for
$1,573 through a note, guaranteed by Vector, payable in 60 monthly
installments of $26 plus interest calculated at LIBOR plus 4.31%.
NOTES PAYABLE - VECTOR TOBACCO:
In June 2001, Vector Tobacco purchased for $8,400 an industrial facility
in Timberlake, North Carolina. Vector Tobacco financed the purchase with
an $8,200 loan, payable in 60 monthly installments of $85, plus annual
interest at 4.85% above LIBOR with a final payment of approximately
$3,160. The loan, which is collateralized by a mortgage and a letter of
credit of $1,750, is guaranteed by VGR Holding and Vector.
During December 2001, Vector Tobacco executed a second promissory note
with the same lender for approximately $1,159 to finance building
improvements. The second promissory note is payable in 30 monthly
installments of $39 plus accrued interest, with an annual interest rate of
LIBOR plus 5.12%.
NOTES FOR MEDALLION ACQUISITION - VECTOR TOBACCO:
The purchase price for the acquisition of Medallion included $60,000 in
notes of Vector Tobacco, guaranteed by the Company and Liggett. Of the
notes, $25,000 bear interest at a 9.0% annual rate and mature $3,125 per
quarter commencing June 30, 2002 and continuing through March 31, 2004.
The remaining $35,000 of notes bear interest at 6.5% per year, payable
semiannually, and mature on April 1, 2007.
NOTES PAYABLE - V.T. AVIATION:
In February 2001, V.T. Aviation LLC, a subsidiary of Vector Research Ltd.,
purchased an airplane for $15,500 and borrowed $13,175 to fund the
purchase. The loan, which is collateralized by the airplane and a letter
of credit from the Company for $775, is guaranteed by Vector Research, VGR
Holding and the Company. The loan is payable in 120 monthly installments
of $125, including annual interest of 2.31% above the 30-day commercial
paper rate with a final payment of $6,125.
In February 2002, V.T. Aviation purchased an airplane for $6,575 and
borrowed $6,150 to fund the purchase. The loan is guaranteed by Vector
Research and the Company. The loan is payable in 120 monthly installments
of $44, including annual interest of 2.75% above the 30-day average
commercial paper rate.
NOTE PAYABLE - NEW VALLEY:
In December 2002, New Valley financed a portion of its purchase of two
office buildings in Princeton, N.J. with a mortgage loan of $40,500 from
HSBC Realty Credit Corporation (USA.) The loan has a term of four years,
bears interest at a floating rate of 2% above LIBOR, and is secured by a
first mortgage on the office buildings, as well as by an assignment of
leases and rents. Principal is amortized to the extent of $54 per month
during the term of the loan. The loan may be prepaid without penalty and
is non-recourse against New Valley, except for various specified
environmental and related matters, misapplications of tenant security
deposits and insurance and condemnation proceeds, and fraud or
misrepresentation by New Valley in connection with the indebtedness.
At December 31, 2001 notes payable are collateralized by New Valleys
Kanasha, West Virginia shopping center which was sold in May 2002.
F-21
VECTOR GROUP LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) - (CONTINUED)
SCHEDULED MATURITIES:
Scheduled maturities of long-term debt are as follows:
Year ending December 31:
2003 ................... $ 19,277
2004 ................... 9,950
2005 ................... 6,170
2006 ................... 119,632
2007 ................... 38,056
Thereafter ............. 145,220
--------
Total ......... $338,305
========
9. COMMITMENTS
Certain of the Company's subsidiaries lease facilities and equipment used
in operations under both month-to-month and fixed-term agreements. The
aggregate minimum rentals under operating leases with noncancelable terms
of one year or more are as follows:
Year ending December 31:
2003..................... $ 9,453
2004..................... 8,068
2005..................... 6,254
2006..................... 4,799
2007..................... 3,020
Thereafter .............. 16,706
-------
Total .......... $48,300
=======
The Company's rental expense for the years ended December 31, 2002, 2001
and 2000 was $7,500, $3,792 and $2,519, respectively.
10. EMPLOYEE BENEFIT PLANS
DEFINED BENEFIT AND POSTRETIREMENT PLANS:
The Company sponsors several defined benefit pension plans covering
virtually all of Liggett's full-time employees, who were employed prior to
1994. The benefit plans provide pension benefits for eligible employees
based primarily on their compensation and length of service. Contributions
are made to the pension plans in amounts necessary to meet the minimum
funding requirements of the Employee Retirement Income Security Act of
1974.
In a continuing effort to reduce operating expenses, all defined benefit
plans were frozen between 1993 and 1995 and several early retirement
windows were offered between 1995 and 1999.
F-22
VECTOR GROUP LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) - (CONTINUED)
In addition, substantially all of Liggett's employees are eligible for
certain postretirement medical and life insurance benefits if they reach
retirement age while working for Liggett. Retirees are required to fund
100% of participant medical premiums and, pursuant to union contracts,
Liggett reimburses hourly retirees, who retired prior to 1991, for
Medicare Part B premiums. In addition Liggett provides life insurance
benefits for retirees and active employees who reach retirement age.
The following provides a reconciliation of benefit obligations, plan
assets and the funded status of the pension plans and other postretirement
benefits:
OTHER
PENSION BENEFITS POSTRETIREMENT BENEFITS
-------------------------- -------------------------
2002 2001 2002 2001
--------- --------- -------- --------
Change in benefit obligation:
Benefit obligation at January 1 .......... $(147,700) $(146,882) $ (8,915) $ (8,636)
Service cost ............................. (3,224) -- (50) (43)
Interest cost ............................ (10,062) (10,687) (621) (640)
Benefits paid ............................ 14,887 15,043 658 651
Actuarial loss ........................... (5,028) (5,174) (1,444) (247)
--------- --------- -------- --------
Benefit obligation at December 31 ........ $(151,127) $(147,700) $(10,372) $ (8,915)
--------- --------- -------- ========
Change in plan assets:
Fair value of plan assets at January 1 ... $ 165,641 $ 211,585 $ -- $ --
Actual return on plan assets ............. (4,607) (31,242) -- --
Contributions ............................ 365 341 658 651
Benefits paid ............................ (14,887) (15,043) (658) (651)
--------- --------- -------- --------
Fair value of plan assets at December 31 . $ 146,512 $ 165,641 $ -- $ --
========= ========= ======== ========
Assets (less than) in excess of projected
benefit obligations at December 31 ...... $ (4,615) $ 17,941 $(10,372) $ (8,915)
Unrecognized actuarial losses (gains) .... 23,527 (223) (1,167) (2,892)
Contributions of SERP benefits ........... 92 92 -- --
--------- --------- -------- --------
Net pension asset before additional minimum
liability and purchase accounting
valuation adjustments ................... 19,004 17,810 (11,539) (11,807)
Additional minimum liability ................. (19,118) (1,577) -- --
-------- --------
Purchase accounting valuation adjustments
relating to income taxes ................ 1,339 1,687 418 527
--------- --------- -------- --------
Asset (liability) included in the December 31
balance sheet ........................... $ 1,225 $ 17,920 $(11,121) $(11,280)
========= ========= ======== ========
Actuarial assumptions:
Discount rates ............................. 6.00%-7.25% 6.50%-7.75% 6.75% 7.75%
Accrued rates of return on invested assets . 9.25% 9.75% -- --
Salary increase assumptions ................ N/A N/A 3.00% 3.00%
F-23
VECTOR GROUP LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) - (CONTINUED)
PENSION BENEFITS OTHER POSTRETIREMENT BENEFITS
-------------------------------------- -------------------------------
2002 2001 2000 2002 2001 2000
-------- -------- -------- ----- ----- -----
Service cost - benefits earned
during the period .......... $ 3,574 $ 350 $ 350 $ 50 $ 43 $ 34
Interest cost on projected benefit
obligation ................. 10,062 10,687 11,034 621 640 675
Expected return on assets ........ (14,549) (19,792) (18,157) -- -- --
Amortization of net (gain) loss .. 84 (4,411) (4,010) (281) (306) (272)
-------- -------- -------- ----- ===== -----
Net (income) expense ............. $ (829) $(13,166) $(10,783) $ 390 $ 377 $ 437
======== ======== ======== ===== ===== =====
Plan assets consist of commingled funds, marketable equity securities and
corporate and government debt securities.
As of December 31, 2002, three of the Company's four defined benefit plans
experienced accumulated benefit obligations in excess of plan assets, for
which the projected benefit obligation, accumulated benefit obligation and
fair value of plan assets were $83,787, $83,787 and $75,822. As of
December 31, 2001, one of the Company's three defined benefit plans
experienced accumulated benefit obligations in excess of plan assets, for
which the projected benefit obligation, accumulated benefit obligation and
fair value of plan assets were $3,377, $3,377 and $0.
SFAS No. 87, "Employers' Accounting for Pensions," permits the delayed
recognition of pension fund gains and losses in ratable periods over the
average remaining service period of active employees expected to receive
benefits under the plan. For the year ended December 31, 2002, Liggett
used a 10 year period for its Hourly Plan and a six year period for its
Salaried Plan to amortize pension fund gains and losses on a straight
line basis. Such amounts are reflected in the pension expense calculation
beginning the year after the gains or losses occur. Recent declines in
the securities markets have resulted in deferred losses, which resulted
in the recording of an additional minimum pension liability related
primarily to one of Liggett's defined benefit plans of $17,590, $11,090
after tax, to other comprehensive income in 2002. The amortization of
deferred losses will negatively impact pension expense in the future.
Effective January 1, 2002, the Company adopted a Supplemental Executive
Retirement Plan ("SERP"). The plan is a defined benefit plan pursuant to
which the Company will pay supplemental pension benefits to certain key
employees upon retirement based upon the employees' years of service and
compensation. Under the SERP, the projected annual benefit payable to a
participant at his normal retirement date is a predetermined amount set by
the Company's board of directors. Normal retirement date is defined as the
January 1 following the attainment by the participant of the later of age
60 or completion of eight years of service following January 1, 2002 for
the Company or a subsidiary. Benefits under the SERP are generally payable
in the form of a joint and survivor annuity (in the case of a married
participant) or a single life annuity (in the case of an unmarried
participant), with either such form of distribution representing the
actuarial equivalent of the benefits due the participant. A participant
may also request that his benefits be paid in a lump sum, but the Company
may approve or disapprove such request in its discretion. The total cost
of the plan for the year ended December 31, 2002 was $3,224.
For 2002 measurement purposes for retiree life insurance liability, a
3.0% annual increase in compensation levels was assumed. For 2002
measurement purposes, annual increases in Medicare Part B trends were
assumed to equal rates between 5.1% and 6.6% between 2003 and 2012 and
5.0% after 2013.
F-24
VECTOR GROUP LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) - (CONTINUED)
Assumed health care cost trend rates have significant effect on the
amounts reported for the health care plans. A 1% change in assumed in
health care cost trend rates would have the following effects:
1% INCREASE 1% DECREASE
----------- -----------
Effect on total of service and $ 24 $ (21)
interest cost components.........
Effect on benefit obligation........ 349 (315)
PROFIT SHARING AND OTHER PLANS:
The Company maintains 401(k) plans for substantially all U.S. employees
which allow eligible employees to invest a percentage of their pre-tax
compensation. The Company contributed to the 401(k) plans and expensed
$1,458, $593 and $553 for the years ended December 31, 2002, 2001 and
2000, respectively.
11. INCOME TAXES
The Company files a consolidated U.S. income tax return that includes its
more than 80%-owned U.S. subsidiaries. The consolidated U.S. income tax
return does not include the activities of New Valley and the Company's
foreign subsidiaries. New Valley files a consolidated U.S. income tax
return that includes its more than 80%-owned U.S. subsidiaries. The
amounts provided for income taxes are as follows:
YEAR ENDED DECEMBER 31,
-------------------------------------
2002 2001 2000
-------- -------- -------
Current:
U.S. Federal $ (7,774) $ 15,634 $ 9,239
Foreign .... -- 227 --
State ...... 2,296 4,017 2,435
-------- -------- -------
$ (5,478) $ 19,878 $11,674
-------- -------- -------
Deferred:
U.S. Federal $ (2,634) $ (5,658) $67,908
Foreign .... -- -- --
State ...... 1,759 797 2,201
-------- -------- -------
(875) (4,861) 70,109
-------- -------- -------
Total (benefit)
provision... $ (6,353) $ 15,017 $81,783
======== ======== =======
F-25
VECTOR GROUP LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) - (CONTINUED)
The tax effect of temporary differences which give rise to a significant
portion of deferred tax assets and liabilities are as follows:
DECEMBER 31, 2002 DECEMBER 31, 2001
---------------------------- ----------------------------
DEFERRED TAX DEFERRED TAX DEFERRED TAX DEFERRED TAX
ASSETS LIABILITIES ASSETS LIABILITIES
------------ ------------ ------------ ------------
Excess of tax basis over book basis-
non-consolidated subsidiaries ...... $ 6,522 $ 16,311 $ 25,013 $ 16,981
Deferral on brand transaction ........ -- 103,100 -- 103,100
Employee benefit accruals ............ 11,737 1,644 9,755 6,621
Other ................................ 27,786 18,984 10,255 6,585
U.S. tax loss carryforwards-New Valley 63,074 -- 48,730 --
Valuation allowance .................. (83,793) -- (77,681) --
--------- -------- --------- --------
$ 25,326 $140,039 $ 16,072 $133,287
========= ======== ========= ========
The Company provides a valuation allowance against deferred tax assets if,
based on the weight of available evidence, it is more likely than not that
some or all of the deferred tax assets will not be realized. The Company
has established a valuation allowance against deferred tax assets of
$83,793 at December 31, 2002, which relates to the deferred assets of New
Valley.
The valuation allowance of $83,793 at December 31, 2002 consisted
primarily of New Valley's net operating loss carryforwards of $63,074. In
addition, a valuation allowance was established against New Valley's
additional deferred tax assets of $20,719 primarily related to differences
between book and tax accounting purposes for basis in investments and
subsidiaries and restructuring accruals.
As of December 31, 2002, New Valley and its consolidated group had U.S.
net operating loss carryforwards of approximately $156,900 and capital
loss carryforwards of approximately $6,600 for tax purposes, which expire
at various dates from 2006 through 2023.
Differences between the amounts provided for income taxes and amounts
computed at the federal statutory tax rate are summarized as follows:
YEAR ENDED DECEMBER 31,
---------------------------------------
2002 2001 2000
-------- -------- ---------
(Loss) income from continuing operations before
income taxes ................................ $(38,174) $ 36,217 $ 249,537
-------- -------- ---------
Federal income tax (benefit) provision at
statutory rate .......................... (13,361) 12,676 87,338
Increases (decreases) resulting from:
State income taxes, net of federal income tax
benefits .................................. 2,638 3,129 3,013
Foreign taxes ............................... -- 227 --
Difference in basis related to disposal of
foreign subsidiary ........................ -- (4,228) (9,837)
Impact of LTS distribution, net ............. -- 4,072 --
Nontaxable items ............................ 4,397 3,855 --
Other, equity adjustments and tax audit
adjustments ............................... 6,085 (718) 1,269
Changes in valuation allowance, net of equity
and tax audit adjustments ................. (6,112) (3,996) --
-------- -------- ---------
(Benefit) provision for income tax .......... $ (6,353) $ 15,017 $ 81,783
======== ======== =========
F-26
VECTOR GROUP LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) - (CONTINUED)
The Internal Revenue Service is presently auditing the Company's 1998 and
1999 tax years. The Company believes it has adequately reserved for any
potential adjustments as a result of the audit.
12. EQUITY
In May 2001, Vector completed the sale of 1,807,377 shares of its common
stock to High River Limited Partnership, an investment entity owned by
Carl C. Icahn, for $50,000 at a price of $27.67 per share.
During 2001, a total of 2,307,823 warrants to purchase Vector's common
stock at $3.98 per share were exercised. At December 31, 2001, Vector had
outstanding 127,331 of the $3.98 warrants which were all exercised in
March 2003.
During 2001, 551,250 options to purchase Vector's common stock at $4.93
per share were exercised by a law firm which represents the Company and
Liggett. At December 31, 2002, the law firm had options for an additional
620,845 shares at $4.93 per share, which were all exercised in March 2003.
In June 2001, the Company granted 11,025 shares of its common stock to
each of its three outside directors which will vest over a period of three
years. The Company will recognize compensation expense of $1,017 over the
vesting period.
13. STOCK PLANS
In November 1999, the Company adopted its 1999 Long-Term Incentive Plan
(the "1999 Plan") which was approved by the stockholders of the Company in
May 2000. The 1999 Plan authorizes the granting of up to 5,788,125 shares
of common stock through awards of stock options (which may include
incentive stock options and/or nonqualified stock options), stock
appreciation rights and shares of restricted Company common stock. All
officers, employees and consultants of the Company and its subsidiaries
are eligible to receive awards under the 1999 Plan.
In October 1998, stockholders of the Company approved the adoption of the
1998 Long-Term Incentive Plan (the "1998 Plan"). The 1998 Plan, adopted in
May 1998, authorizes the granting of up to 6,077,531 shares of common
stock through awards of stock options (which may include incentive stock
options and/or nonqualified stock options), stock appreciation rights and
shares of restricted Company common stock. All officers, employees and
consultants of the Company and its subsidiaries are eligible to receive
awards under the 1998 Plan.
In January 2001, the Company granted non-qualified stock options to the
Chairman and the President of the Company pursuant to the Company's 1999
Long-Term Incentive Plan. Under the options, the option holders have the
right to purchase an aggregate of 826,875 shares of common stock at an
exercise price of $17.34 per share (the fair market value of a share of
common stock on the date of grant). Common stock dividend equivalents are
paid currently with respect to each share underlying the unexercised
portion of the options. The options have a ten-year term and become
exercisable on November 4, 2003. However, the options will earlier vest
and become immediately exercisable upon (i) the occurrence of a change in
control or (ii) the termination of the option holder's employment with the
Company due to death or disability.
During the year ended December 31, 2001, other employees of the Company or
its subsidiaries were awarded a total of 1,010,546 non-qualified options
to purchase shares of common stock at prices ranging from $16.21 to
F-27
VECTOR GROUP LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) - (CONTINUED)
$41.46, generally at the fair market value on the dates of grant under the
Company's 1998 and 1999 Long-Term Incentive Plan. The Company will
recognize compensation expense of $1,031 over the vesting period.
Non-qualified options for an additional 55,125 shares of common stock were
issued under the 1998 Plan during 2002. The exercise prices of the 2002
options ranged from $12.03 to $27.45, the fair market value on the dates
of grant.
In November 1999, the Company granted non-qualified stock options to six
executive officers of the Company or its subsidiaries, including the
Chairman and a consultant to the Company who now serves as President and a
director of the Company (the "Consultant"), pursuant to the 1999 Plan.
Under the options, the option holders have the right to purchase an
aggregate of 2,558,351 shares of common stock at an exercise price of
$13.33 per share (the fair market value of a share of common stock on the
date of grant). Common stock dividend equivalents are paid currently with
respect to each share underlying the unexercised portion of the options.
The options have a ten-year term and become exercisable on November 4,
2003. However, the options will earlier vest and become immediately
exercisable upon (i) the occurrence of a "Change in Control" or (ii) the
termination of the option holder's employment with the Company due to
death or disability.
In July 1998, the Company granted a non-qualified stock option to each of
the Chairman and the Consultant, pursuant to the 1998 Plan. Under the
options, the Chairman and the Consultant have the right to purchase
3,038,765 shares and 607,752 shares, respectively, of common stock at an
exercise price of $8.03 per share (the fair market value of a share of
common stock on the date of grant). The options have a ten-year term and
became exercisable as to one-fourth of the shares on each of the first
four anniversaries of the date of grant. However, any then unexercisable
portion of the option will earlier vest and become immediately exercisable
upon (i) the occurrence of a "Change in Control," or (ii) the termination
of the option holder's employment or consulting arrangement with the
Company due to death or disability.
In November 1999, the Company granted non-qualified stock options to
purchase 1,065,015 shares of common stock to key employees of Liggett
under the 1998 Plan. Under the options, the Liggett option holders had the
right to purchase shares at prices ranging from $13.33 to $15.54 per
share. The options are exercisable as to 25% of the shares on December 31,
2001 and as to an additional 37.5% of the shares on each of December 31,
2002 and December 31, 2003, assuming the continued employment of the
option holder. Vesting is accelerated upon death or disability. The
Company will recognize compensation expense of $1,717 over the vesting
period.
As of January 1, 1998 and 1997, the Company granted to employees of the
Company non-qualified stock options to purchase 52,265 and 512,942,
respectively, shares of the Company's common stock at an exercise price of
$4.11 per share. The options have a ten-year term and vested in six equal
annual installments. The Company recognized compensation expense of $154
over the vesting period.
F-28
VECTOR GROUP LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) - (CONTINUED)
A summary of employee stock option transactions follows:
WEIGHTED
NUMBER OF AVERAGE
SHARES EXERCISE PRICE
------------ --------------
Balance at January 1, 2000 ..... 4,589,302 $ 6.93
Granted ................... 3,185,673 --
Exercised ................. -- --
Cancelled ................. (67,252) $ 6.97
-----------
Outstanding on December 31, 2000 7,707,723 $ 7.30
Granted ................... 3,984,400 $24.31
Exercised ................. (406,990) $12.86
Cancelled ................. (94,470) $22.35
-----------
Outstanding on December 31, 2001 11,190,663 $ 6.42
Granted ................... 55,125 $17.44
Exercised ................. (1,609,093) $ 1.68
Cancelled ................. (124,099) $14.15
-----------
Outstanding on December 31, 2002 9,512,596 $12.91
===========
Additional information relating to options outstanding at December 31,
2002 follows:
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
---------------------------------------------------- ---------------------------------
OUTSTANDING WEIGHTED-AVERAGE EXERCISABLE
RANGE OF AS OF REMAINING WEIGHTED-AVERAGE AS OF WEIGHTED-AVERAGE
EXERCISE PRICES 12/31/2002 CONTRACTUAL LIFE EXERCISE PRICE 12/31/2002 EXERCISE PRICE
--------------- ---------- ---------------- -------------- ---------- ---------------
$ 0.0000 - $ 4.1457 333,207 4.0 $ 4.1179 259,263 $ 4.1179
$ 4.1458 - $ 8.2914 3,646,517 5.6 $ 8.0272 3,646,517 $ 8.0272
$ 8.2915 - $12.4371 320,906 8.0 $12.2811 72,351 $12.3084
$12.4372 - $16.5828 3,272,996 6.9 $13.3967 342,318 $13.4100
$16.5829 - $20.7286 1,314,466 8.1 $17.6801 108,525 $16.8617
$20.7287 - $24.8743 9,712 8.8 $23.7364 -- --
$24.8744 - $29.0200 146,474 8.5 $27.3095 -- --
$29.0201 - $33.1657 56,222 8.5 $30.7817 -- --
$33.1658 - $37.3114 340,987 8.7 $36.2089 -- --
$37.3115 - $41.4571 71,109 8.7 $38.2924 -- --
----------- --- -------- --------------- -------------
9,512,596 6.6 $12.8990 4,428,974 $ 8.5008
The fair value of option grants to employees is estimated on the date of
grant using the Black-Scholes option pricing model with the following
assumptions for options granted.
2002 2001 2000
---- ---- ----
Risk-free interest rate......... 3.9% - 4.7% 4.4% - 5.2% 5.7% - 7.0%
Expected volatility............. 45.8% - 53.5% 51.5% - 53.6% 51.7% - 57.4%
Dividend yield.................. 5.7% - 13.3% 0.0% - 9.0% 0.0% - 8.2%
Expected holding period......... 10 years 10 years 10 years
Weighted average fair value..... $1.36 - $8.63 $3.54 - $20.98 $3.18 - $8.52
In December 1996, the Company granted the Consultant non-qualified stock
options to purchase 1,215,506 shares of the Company's common stock at an
F-29
VECTOR GROUP LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) - (CONTINUED)
exercise price of $0.82 per share, which options were exercised in
December 2002. The options, which had a ten-year term, vested and became
fully exercisable on July 1, 2002. Under the agreement, common stock
dividend equivalents were paid on each vested and unexercised option. The
Company recognized compensation expense of $2,242 in 2002, $3,186 in 2001
and $792 in 2000. In 2002, 2001 and 2000, the Company also recorded
charges to income of $1,387, $1,940 and $926, respectively, for the
dividend equivalent rights.
In January 1995, the Company granted the Consultant a non-qualified stock
options, of which the remaining options to purchase 303,876 shares at
$1.65 per share were exercised in December 2002. The options were
exercisable over a ten-year period and were fully vested in January 1999.
The grant provided for dividend equivalent rights on all the shares
underlying the unexercised options. In 2002, 2001 and 2000, the Company
recorded charges to income of $347, $447 and $302, respectively, for the
dividend equivalent rights.
14. SUPPLEMENTAL CASH FLOW INFORMATION
YEAR ENDED DECEMBER 31,
---------------------------------------------
2002 2001 2000
------- ------- -------
I. Cash paid during the period for:
Interest ................................ $24,206 $ 8,253 $48,437
Income taxes............................. 3,148 8,517 10,701
II. Non-cash investing and financing activities:
Issuance of stock dividend .............. 22,279 54,519 20,852
Conversion of debt ...................... -- 45,018 --
LTS acquisition:
Assets acquired, net of cash ........... -- 54,014 --
Liabilities assumed, including minority
interest ........................... -- 49,523 --
Effect of acquisition in equity ........ -- 8,556 --
LTS distribution:
Assets distributed, net of cash ........ -- 90,645 --
Liabilities distributed ................ -- 87,834 --
Effect of distribution in equity ....... -- 10,947 --
(Refer to Note 3 for non-cash activities related to the Medallion
acquisition.)
15. CONTINGENCIES
SMOKING-RELATED LITIGATION:
OVERVIEW. Since 1954, Liggett and other United States cigarette
manufacturers have been named as defendants in numerous direct and
third-party 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. These cases are
reported here as though having been commenced against Liggett (without
regard to whether such cases were actually commenced against Brooke Group
Holding Inc., the Company's predecessor and a wholly-owned subsidiary of
VGR Holding, or Liggett). There has been a noteworthy increase in the
number of cases commenced against Liggett and the other cigarette
manufacturers in recent years. The cases generally fall into the following
categories: (i) smoking and health cases alleging injury brought on behalf
of individual plaintiffs ("Individual Actions"); (ii) smoking and health
cases alleging injury and purporting to be brought on behalf of a class of
individual plaintiffs ("Class Actions"); (iii) health care cost recovery
actions brought by various foreign and domestic governmental entities
("Governmental Actions"); and (iv) health care cost recovery actions
F-30
VECTOR GROUP LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) - (CONTINUED)
brought by third-party payors including insurance companies, union health
and welfare trust funds, asbestos manufacturers and others ("Third-Party
Payor Actions"). As new cases are commenced, defense costs and the risks
attendant to the inherent unpredictability of litigation continue to
increase. The future financial impact of the risks and expenses of
litigation and the effects of the tobacco litigation settlements discussed
below are not quantifiable at this time. For the year ended December 31,
2002, Liggett incurred counsel fees and costs totaling approximately
$4,931 compared to $6,832 and $7,236 for 2001 and 2000, respectively.
INDIVIDUAL ACTIONS. As of December 31, 2002, there were approximately 305
cases pending against Liggett, and in most cases the other tobacco
companies, 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. Of these, 82 were pending in Florida, 55 in Maryland, 53 in New
York, 32 in Mississippi and 19 in California. The balance of the
individual cases were pending in 20 states. There are five individual
cases pending where Liggett is the only named defendant. In addition to
these cases, an action against cigarette manufacturers involving
approximately 1,260 named individual plaintiffs has been consolidated
before a single West Virginia state court. Liggett is a defendant in most
of the cases pending in West Virginia. In January 2002, the court severed
Liggett from the trial of the consolidated action, which is scheduled to
begin in June 2003.
The plaintiffs' allegations of liability in those 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,
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 and violations of deceptive trade practice laws, the Federal
Racketeer Influenced and Corrupt Organization 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. Defenses raised by defendants in these cases 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.
Jury awards in California and Oregon have been entered against other
cigarette manufacturers. The awards in these individual actions are for
both compensatory and punitive damages and represent a material amount of
damages. In 1999, a jury awarded $800 in compensatory damages and $79,500
in punitive damages in an Oregon state court case involving Philip Morris.
The trial court later determined that the punitive damage award was
excessive and reduced it to $32,000. In June 2002, an Oregon intermediate
appellate court reinstated the jury's punitive damages award. The Oregon
Supreme Court refused to hear Philip Morris' appeal of the appellate court
ruling in December 2002, and Philip Morris has indicated it will appeal to
the United States Supreme Court. In June 2001, a jury awarded $5,500 in
compensatory damages and $3,000,000 in punitive damages in a California
state court case involving Philip Morris. In March 2002, a jury awarded
$169 in compensatory damages and $150,000 in punitive damages in an Oregon
state court case also involving Philip Morris. The punitive damages awards
F-31
VECTOR GROUP LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) - (CONTINUED)
in both the California and Oregon actions were subsequently reduced to
$100,000 by the trial courts. In September 2002, a jury awarded $850 in
compensatory damages and $28,000,000 in punitive damages in a California
state court case involving Philip Morris. In December 2002, the trial
court reduced the punitive damages award to $28,000. Both the verdict and
damage awards in these cases are being appealed. In November 2001, in
another case, a $25,000 punitive damages judgment against Philip Morris
was affirmed by a California intermediate appellate court. In October
2002, the California Supreme Court vacated the decision and remanded the
case to the intermediate appellate court for reconsideration in light of
its August 2002 ruling that a state statute in effect from January 1988 to
December 1997 conferred immunity to cigarette manufacturers for conduct
during that ten-year period. In March 2003, the appellate court reaffirmed
its earlier decision approving the jury's verdict. During 2001, as a
result of a Florida Supreme Court decision upholding the award, another
cigarette manufacturer paid $1,100 in compensatory damages and interest to
a former smoker and his spouse for injuries they allegedly incurred as a
result of smoking. In December 2001, in an individual action involving
another cigarette manufacturer, a Florida jury awarded a smoker $165 in
compensatory damages. The defendant has appealed the verdict. In February
2002, a federal district court jury in Kansas awarded a smoker $198 in
compensatory damages from two other cigarette manufacturers and, in June
2002, the trial court assessed punitive damages of $15,000 against one of
the defendants. The defendant has appealed the verdict.
CLASS ACTIONS. As of December 31, 2002, there were approximately 39
actions pending, for which either a class has been certified or plaintiffs
are seeking class certification, where Liggett, among others, was a named
defendant. Many of these actions purport to constitute statewide class
actions and were filed after May 1996 when the Fifth Circuit Court of
Appeals, in the CASTANO case, reversed a Federal district court's
certification of a purported nationwide class action on behalf of persons
who were allegedly "addicted" to tobacco products.
The extent of the impact of the CASTANO decision on smoking-related class
action litigation is still uncertain. The CASTANO decision has had a
limited effect with respect to courts' decisions regarding narrower
smoking-related classes or class actions brought in state rather than
federal court. For example, since the Fifth Circuit's ruling, a court in
Louisiana (Liggett is not a defendant in this proceeding) has certified
"addiction-as-injury" class actions that covered only citizens in those
states. Two other class actions, BROIN and ENGLE, were certified in state
court in Florida prior to the Fifth Circuit's decision. In April 2001, the
BROWN case was certified as a class action in California.
In May 1994, an action entitled ENGLE, ET AL. V. R.J. REYNOLDS TOBACCO
COMPANY, ET AL., Circuit Court, Eleventh Judicial Circuit, Miami-Dade
County, Florida, was filed against Liggett and others. The class consists
of all Florida residents and citizens, and their survivors, who have
suffered, presently suffer or have died from diseases and medical
conditions caused by their addiction to cigarettes that contain nicotine.
Phase I of the trial commenced in July 1998 and in July 1999, the jury
returned the Phase I verdict. The Phase I verdict concerned certain issues
determined by the trial court to be "common" to the causes of action of
the plaintiff class. Among other things, the jury found that: smoking
cigarettes causes 20 diseases or medical conditions, cigarettes are
addictive or dependence producing, defective and unreasonably dangerous,
defendants made materially false statements with the intention of
misleading smokers, defendants concealed or omitted material information
F-32
VECTOR GROUP LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) - (CONTINUED)
concerning the health effects and/or the addictive nature of smoking
cigarettes and agreed to misrepresent and conceal the health effects
and/or the addictive nature of smoking cigarettes, and defendants were
negligent and engaged in extreme and outrageous conduct or acted with
reckless disregard with the intent to inflict emotional distress. The jury
also found that defendants' conduct "rose to a level that would permit a
potential award or entitlement to punitive damages." The court decided
that Phase II of the trial, which commenced November 1999, would be a
causation and damages trial for three of the class representatives and a
punitive damages trial on a class-wide basis, before the same jury that
returned the verdict in Phase I. In April 2000, the jury awarded
compensatory damages of $12,704 to the three plaintiffs, to be reduced in
proportion to the respective plaintiff's fault. The jury also decided that
the claim of one of the plaintiffs, who was awarded compensatory damages
of $5,831, was not timely filed. In July 2000, the jury awarded
approximately $145,000,000 in the punitive damages portion of Phase II
against all defendants including $790,000 against Liggett. The court
entered a final order of judgment against the defendants in November 2000.
The court's final judgment, which provides for interest at the rate of 10%
per year on the jury's awards, also denied various post-trial motions,
including a motion for new trial and a motion seeking reduction of the
punitive damages award. Liggett intends to pursue all available post-trial
and appellate remedies. Oral argument before Florida's Third District
Court of Appeals was held in November 2002. An opinion from this
intermediate appellate court is expected in 2003. If this verdict is not
eventually reversed on appeal, or substantially reduced by the court, it
could have a material adverse effect on the Company. Phase III of the
trial will be conducted before separate juries to address absent class
members' claims, including issues of specific causation and other
individual issues regarding entitlement to compensatory damages.
It is unclear how the ENGLE court's order regarding the determination of
punitive damages will be implemented. The order provides that the punitive
damage amount should be standard as to each class member and acknowledges
that the actual size of the class will not be known until the last case
has withstood appeal. The order does not address whether defendants will
be required to pay the punitive damage award prior to a determination of
claims of all class members, a process that could take years to conclude.
In May 2000, legislation was enacted in Florida that limits the size of
any bond required, pending appeal, to stay execution of a punitive damages
verdict to the lesser of the punitive award plus twice the statutory rate
of interest, $100,000 or 10% of the net worth of the defendant, but the
limitation on the bond does not affect the amount of the underlying
verdict. Liggett has filed the $3,450 bond required by the Florida law in
order to stay execution of the ENGLE judgment. Similar legislation has
been enacted in Georgia, Indiana, Kentucky, Louisiana, Michigan, Nevada,
North Carolina, Ohio, Oklahoma, South Carolina, Virginia and West
Virginia. The Mississippi Supreme Court has also placed limits on appeal
bonds by court rule.
In May 2001, Liggett, along with Philip Morris and Lorillard Tobacco Co.,
reached an agreement with the class in the ENGLE case, which will provide
assurance of Liggett's ability to appeal the jury's July 2000 verdict. As
required by the agreement, Liggett paid $6,273 into an escrow account to
be held for the benefit of the ENGLE class, and released, along with
Liggett's existing $3,450 statutory bond, to the court for the benefit of
the class upon completion of the appeals process, regardless of the
outcome of the appeal. As a result, the Company recorded a $9,723 pre-tax
charge to the consolidated statement of operations for the first quarter
of 2001. The agreement, which was approved by the court, assures that the
stay of execution, currently in effect pursuant to the Florida bonding
statute, will not be lifted or limited at any point until completion of
all appeals, including an appeal to the United States Supreme Court. If
Liggett's balance sheet net worth falls below $33,781 (as determined in
accordance with generally accepted accounting principles in effect as of
July 14, 2000), the stay granted in favor of Liggett in the agreement
would terminate and the ENGLE class would be free to challenge the Florida
bonding statute.
In June 2002, the jury in a Florida state court action entitled LUKACS V.
PHILIP MORRIS, ET AL. awarded $37,500 in compensatory damages in a case
involving Liggett and two other tobacco manufacturers. The jury found
Liggett 50% responsible for the damages incurred by the plaintiff. The
LUKACS case was the first individual case to be tried as part of Phase III
of the ENGLE case; the claims of all other individuals who are members of
the class have been stayed pending resolution of the appeal of the ENGLE
verdict. The LUKACS verdict will be subject to the outcome of the ENGLE
appeal, and the plaintiff has agreed not to seek the entry of a final
judgment on the jury verdict until after completion of all review of the
ENGLE final judgment.
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VECTOR GROUP LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) - (CONTINUED)
Class certification motions are pending in a number of putative class
actions. Classes remain certified against Liggett in Florida (ENGLE), in
West Virginia (BLANKENSHIP), in California (BROWN), in New York (SIMON)
and in Kansas (SMITH). A number of class certification denials are on
appeal.
In August 2000, in BLANKENSHIP V. PHILIP MORRIS, INC., a West Virginia
state court conditionally certified (only to the extent of medical
monitoring) a class of present or former West Virginia smokers who desire
to participate in a medical monitoring plan. The trial of this case ended
in January 2001, when the judge declared a mistrial. In an order issued in
March 2001, the court reaffirmed class certification of this medical
monitoring action. In July 2001, the court issued an order severing
Liggett from the retrial of the case which began in September 2001. In
November 2001, the jury returned a verdict in favor of the defendants. In
January 2002, the trial court denied plaintiffs' motion for a new trial,
and plaintiffs have appealed.
In April 2001, the California state court in the case of BROWN V. THE
AMERICAN TOBACCO COMPANY, INC., ET AL., granted in part plaintiff's motion
for class certification and certified a class comprised of adult residents
of California who smoked at least one of defendants' cigarettes "during
the applicable time period" and who were exposed to defendants' marketing
and advertising activities in California. Certification was granted as to
plaintiff's claims that defendants violated California's unfair business
practices statute. The court subsequently defined "the applicable class
period" for plaintiff's claims, pursuant to a stipulation submitted by the
parties, as June 10, 1993 through April 23, 2001. The California Court of
Appeals denied defendants' writ application, which sought review of the
trial court's class certification orders. Defendants filed a petition for
review with the California Supreme Court, which was subsequently denied.
Trial is currently scheduled to begin in August 2003. Liggett is a
defendant in the case.
In September 2002, in IN RE SIMON II LITIGATION, the federal district
court for the Eastern District of New York granted plaintiffs' motion for
certification of a nationwide non-opt-out punitive damages class action
against the tobacco companies, including Liggett. The class is not seeking
compensatory damages, but was created to determine whether smokers across
the country may be entitled to punitive damages. In its order, the court
set a trial date of January 2003, but has since stayed the order pending
the tobacco companies' appeal to the U.S. Court of Appeals for the Second
Circuit. In February 2003, the Second Circuit agreed to review the
district court's class certification decision.
In March 2003, in a class action brought against Philip Morris on behalf
of smokers of light cigarettes, a state court judge in Illinois awarded
$7,100,000 in actual damages to the class members, $3,000,000 in punitive
damages to the State of Illinois (which was not a plaintiff in this
matter), and approximately $1,800,000 in attorney's fees and costs. Entry
of judgment has been stayed. Philip Morris has stated it will appeal the
verdict.
Approximately 38 purported state and federal class action complaints have
been filed against the cigarette manufacturers for alleged antitrust
violations, including Liggett. The actions allege that the cigarette
manufacturers have engaged in a nationwide and international conspiracy to
fix the price of cigarettes in violation of state and federal antitrust
laws. Plaintiffs allege that defendants' price-fixing conspiracy raised
the price of cigarettes above a competitive level. Plaintiffs in the 31
state actions purport to represent classes of indirect purchasers of
cigarettes in 16 states; plaintiffs in the seven federal actions purport
to represent a nationwide class of wholesalers who purchased cigarettes
directly from the defendants. The federal class actions have been
consolidated and, in July 2000, plaintiffs in the federal consolidated
action filed a single consolidated complaint that did not name Liggett as
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VECTOR GROUP LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) - (CONTINUED)
a defendant, although Liggett has complied with discovery requests. The
court granted defendants' motion for summary judgment in the consolidated
federal cases in July 2002, which decision has been appealed by plaintiffs
to the U.S. Court of Appeals for the Eleventh Circuit. Oral argument is
scheduled for April 2003. State court cases have been dismissed in
Arizona, which is currently on appeal, and in New York and Florida. Class
certification has been denied by courts in Minnesota and Michigan. A
Kansas state court in the case of SMITH V. PHILIP MORRIS COMPANIES INC.,
ET AL. granted class certification in November 2001, and the trial in that
case is currently scheduled to commence in October 2003. Liggett is one of
the defendants in the Kansas case.
GOVERNMENTAL ACTIONS. As of December 31, 2002, there were approximately 40
Governmental Actions pending against Liggett. In these proceedings, both
foreign and domestic governmental entities seek reimbursement for Medicaid
and other health care expenditures. The claims asserted in these health
care cost recovery actions vary. In most of these cases, plaintiffs assert
the equitable claim that the tobacco industry was "unjustly enriched" by
plaintiffs' payment of health care costs allegedly attributable to smoking
and seek reimbursement of those costs. Other claims made by some but not
all plaintiffs 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.
THIRD-PARTY PAYOR ACTIONS. As of December 31, 2002, there were
approximately 6 Third-Party Payor Actions pending against Liggett. The
claims in these cases are similar to those in the Governmental Actions but
have been commenced by insurance companies, union health and welfare trust
funds, asbestos manufacturers and others. Eight United States Circuit
Courts of Appeal have ruled that Third-Party Payors did not have standing
to bring lawsuits against the tobacco companies. The United States Supreme
Court has denied petitions for certiorari in the cases decided by five of
the courts of appeal. However, a number of Third-Party Payor Actions,
including an action brought by 24 Blue Cross/Blue Shield Plans, remain
pending.
In June 2001, a jury in a third party payor action brought by Empire Blue
Cross and Blue Shield in the Eastern District of New York rendered a
verdict awarding the plaintiff $17,800 in damages against the major
tobacco companies. As against Liggett, the jury awarded the plaintiff
damages of $89. In February 2002, the court awarded plaintiff's counsel
$37,800 in attorneys' fees, without allocating the fee award among the
several defendants. Liggett has appealed both the jury verdict and the
attorneys' fee award. Oral argument before the United States Court of
Appeals for the Second Circuit was held in February 2003.
In other Third-Party Payor Actions claimants have set forth several
additional theories of relief sought: funding of corrective public
education campaigns relating to issues of smoking and health; funding for
clinical smoking cessation programs; disgorgement of profits from sales of
cigarettes; restitution; treble damages; and attorneys' fees.
Nevertheless, no specific amounts are provided. It is understood that
requested damages against the tobacco company defendants in these cases
might be in the billions of dollars.
FEDERAL GOVERNMENT ACTION. In September 1999, the United States government
commenced litigation against Liggett and the other tobacco companies in
the United States District Court for the District of Columbia. The action
seeks to recover an unspecified amount of health care costs paid for and
furnished, and to be paid for and furnished, by the Federal Government for
lung cancer, heart disease, emphysema and other smoking-related illnesses
allegedly caused by the fraudulent and tortious conduct of defendants, to
restrain defendants and co-conspirators from engaging in fraud and other
unlawful conduct in the future, and to compel defendants to disgorge the
proceeds of their unlawful conduct. The complaint alleges that such costs
total more than $20,000,000 annually. The action asserts claims under
three federal statutes, the Medical Care Recovery Act ("MCRA"), the
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VECTOR GROUP LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) - (CONTINUED)
Medicare Secondary Payer provisions of the Social Security Act ("MSP") and
RICO. In December 1999, Liggett filed a motion to dismiss the lawsuit on
numerous grounds, including that the statutes invoked by the government do
not provide the basis for the relief sought. In September 2000, the court
dismissed the government's claims based on MCRA and MSP, and the court
reaffirmed its decision in July 2001. In the September 2000 decision, the
court also determined not to dismiss the government's claims based on
RICO, under which the government continues to seek court relief to
restrain the defendant tobacco companies from allegedly engaging in fraud
and other unlawful conduct and to compel disgorgement.
In June 2001, the United States Attorney General assembled a team of three
Department of Justice ("DOJ") lawyers to work on a possible settlement of
the federal lawsuit. The DOJ lawyers met with representatives of the
tobacco industry, including Liggett, in July 2001. No settlement was
reached, and no further meetings are planned. In a January 2003 filing
with the court, the government alleged that disgorgement by defendants of
approximately $289,000,000 is an appropriate remedy in the case. Discovery
in the case has commenced, and trial has been scheduled for September
2004.
SETTLEMENTS. In March 1996, Brooke Group Holding and Liggett entered into
an agreement, subject to court approval, to settle the CASTANO class
action tobacco litigation. The CASTANO class was subsequently decertified
by the court.
In March 1996, March 1997 and March 1998, Brooke Group Holding and Liggett
entered into settlements of smoking-related litigation with the Attorneys
General of 45 states and territories. The settlements released both Brooke
Group Holding and Liggett from all smoking-related claims, including
claims for health care cost reimbursement and claims concerning sales of
cigarettes to minors.
In November 1998, Philip Morris, Brown & Williamson Tobacco Corporation,
R.J. Reynolds Tobacco Company and Lorillard Tobacco Company (collectively,
the "Original Participating Manufacturers" or "OPMs") and Liggett
(together with the OPMs and any other tobacco product manufacturer that
becomes a signatory, the "Participating Manufacturers") 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 Marianas (collectively, the "Settling States") to
settle the asserted and unasserted health care cost recovery and certain
other claims of those Settling States. The MSA has received final judicial
approval in each of the 52 settling jurisdictions.
The MSA restricts tobacco product advertising and marketing within the
Settling States and otherwise restricts the activities of Participating
Manufacturers. 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 Participating Manufacturer to one tobacco brand name
sponsorship during any 12-month period; bans all outdoor advertising, with
the exception of signs, 14 square feet or less, at retail establishments
that sell tobacco products; 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 Participating Manufacturers from licensing third
parties to advertise tobacco brand names in any manner prohibited under
the MSA; prohibits Participating Manufacturers 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; and prohibits Participating Manufacturers from selling packs
containing fewer than 20 cigarettes.
F-36
VECTOR GROUP LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) - (CONTINUED)
The MSA also requires Participating Manufacturers to affirm corporate
principles to comply with the MSA and to reduce underage usage of tobacco
products and imposes requirements applicable to lobbying activities
conducted on behalf of Participating Manufacturers.
Liggett has no payment obligations under the MSA except to the extent its
market share exceeds a base share of 125% of its 1997 market share, or
approximately 1.65% of total cigarettes sold in the United States. As a
result of the Medallion acquisition on April 1, 2002, Vector Tobacco has
no payment obligations under the MSA except to the extent its market share
exceeds a base amount of approximately 0.28% of total cigarettes sold in
the United States. During 1999 and 2000, Liggett's market share did not
exceed the base amount. Based on published industry sources, domestic
shipments by Liggett and Vector Tobacco accounted for approximately 2.2%
of the total cigarettes shipped in the United States during 2001 and 2.5%
during 2002. On April 15 of any year following a year in which Liggett's
and Vector Tobacco's market shares exceed their base shares, Liggett and
Vector Tobacco will pay on each excess unit an amount equal (on a per-unit
basis) to that due during the same following year by the OPMs under the
annual and strategic contribution payment provisions of the MSA, subject
to applicable adjustments, offsets and reductions. In April 2002, Liggett
and Vector Tobacco paid a total of $31,130 for their 2001 MSA obligations.
Liggett and Vector Tobacco have expensed $35,412 for their estimated MSA
obligations for 2002 as part of cost of goods sold. Under the annual and
strategic contribution payment provisions of the MSA, the OPMs (and
Liggett and Vector Tobacco to the extent their market shares exceed their
base shares) are required to pay the following annual amounts (subject to
certain adjustments):
YEAR AMOUNT
---- ------
2003................................... $6,500,000
2004 - 2007............................ $8,000,000
2008 - 2017............................ $8,139,000
2018 and each year thereafter......... $9,000,000
These annual payments will be allocated based on relative unit volume of
domestic cigarette shipments. The payment obligations under the MSA are
the several, and not joint, obligations of each Participating Manufacturer
and are not the responsibility of any parent or affiliate of a
Participating Manufacturer.
The MSA replaces Liggett's prior settlements with all states and
territories except for Florida, Mississippi, Texas and Minnesota. Each of
these 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.
Because these states' settlement agreements with Liggett provided for
"most favored nation" protection for both Brooke Group Holding and
Liggett, the payments due these states by Liggett (with certain possible
exceptions) have been eliminated. With respect to all non-economic
obligations under the previous settlements, both Brooke Group Holding and
Liggett are 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.
Copies of the various settlement agreements are filed as exhibits to the
Company's Form 10-K and the discussion herein is qualified in its entirety
by reference thereto.
TRIALS. Cases currently scheduled for trial during the next six months
include two individual actions in Florida state court scheduled for June
2003 and July 2003, in both of which Liggett is the only defendant, an
individual action in federal district court in Illinois scheduled for May
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VECTOR GROUP LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) - (CONTINUED)
2003, involving all of the major companies as defendants, and an
individual action in New Hampshire state court scheduled for October 2003,
involving Liggett and Philip Morris as defendants. In addition, in August
2003, the BROWN class action is scheduled for trial in California state
court and the SMITH antitrust class action is scheduled in Kansas state
court in October 2003. Trial dates, however, are subject to change.
Management is not able to predict the outcome of the litigation pending
against Brooke Group Holding or Liggett. Litigation is subject to many
uncertainties. An unfavorable verdict was returned in the first phase of
the ENGLE smoking and health class action trial pending in Florida. In
July 2000, the jury awarded $790,000 in punitive damages against Liggett
in the second phase of the trial, and the court has entered an order of
final judgment. Liggett intends to pursue all available post-trial and
appellate remedies. If this verdict is not eventually reversed on appeal,
or substantially reduced by the court, it will have a material adverse
effect on the Company. Liggett has filed the $3,450 bond required under
the bonding statute enacted in 2000 by the Florida legislature which
limits the size of any bond required, pending appeal, to stay execution of
a punitive damages verdict. On May 7, 2001, Liggett reached an agreement
with the class in the ENGLE case, which will provide assurance to Liggett
that the stay of execution, currently in effect pursuant to the Florida
bonding statute, will not be lifted or limited at any point until
completion of all appeals, including to the United States Supreme Court.
As required by the agreement, Liggett paid $6,273 into an escrow account
to be held for the benefit of the ENGLE class, and released, along with
Liggett's existing $3,450 statutory bond, to the court for the benefit of
the class upon completion of the appeals process, regardless of the
outcome of the appeal. As a result, the Company recorded a $9,723 pre-tax
charge to the consolidated statement of operations for the year ended
December 31, 2001. In June 2002, the jury in an individual case brought
under the third phase of the ENGLE case awarded $37,500 of compensatory
damages against Liggett and two other defendants and found Liggett 50%
responsible for the damages. The verdict will be subject to the outcome of
the ENGLE appeal. It is possible that additional cases could be decided
unfavorably and that there could be further adverse developments in the
ENGLE case. Management cannot predict the cash requirements related to any
future settlements and judgments, including cash required to bond any
appeals, and there is a risk that those requirements will not be able to
be met. An unfavorable outcome of a pending smoking and health case could
encourage the commencement of additional similar litigation. Management is
unable to make a meaningful estimate with respect to the amount or range
of loss that could result from an unfavorable outcome of the cases pending
against Brooke Group Holding or Liggett or the costs of defending such
cases. The complaints filed in these cases rarely detail alleged damages.
Typically, the claims set forth in an individual's complaint against the
tobacco industry pray for money damages in an amount to be determined by a
jury, plus punitive damages and costs. These damage claims are typically
stated as being for the minimum necessary to invoke the jurisdiction of
the court.
It is possible that the Company's consolidated financial position, results
of operations or cash flows could be materially adversely affected by an
unfavorable outcome in any such smoking-related litigation.
Liggett's management is unaware of any material environmental conditions
affecting its existing facilities. Liggett's management believes that
current operations are conducted in material compliance with all
environmental laws and regulations and other laws and regulations
governing cigarette manufacturers. Compliance with federal, state and
local provisions regulating the discharge of materials into the
environment, or otherwise relating to the protection of the environment,
has not had a material effect on the capital expenditures, earnings or
competitive position of Liggett.
Liggett has been served in three reparations actions brought by
descendants of slaves. Plaintiffs in these actions claim that defendants,
including Liggett, profited from the use of slave labor. Seven additional
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VECTOR GROUP LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) - (CONTINUED)
cases have been filed in California, Illinois and New York. Liggett is a
named defendant in only one of these additional cases, but has not been
served.
There are several other proceedings, lawsuits and claims pending against
the Company and certain of its consolidated subsidiaries unrelated to
smoking or tobacco product liability. Management is of the opinion that
the liabilities, if any, ultimately resulting from such other proceedings,
lawsuits and claims should not materially affect the Company's financial
position, results of operations or cash flows.
LEGISLATION AND REGULATION:
In January 1993, the Environmental Protection Agency ("EPA") released a
report on the respiratory effect of secondary smoke which concludes that
secondary smoke is a known human lung carcinogen in adults and in
children, causes increased respiratory tract disease and middle ear
disorders and increases the severity and frequency of asthma. In June
1993, the two largest of the major domestic cigarette manufacturers,
together with other segments of the tobacco and distribution industries,
commenced a lawsuit against the EPA seeking a determination that the EPA
did not have the statutory authority to regulate secondary smoke, and that
given the current body of scientific evidence and the EPA's failure to
follow its own guidelines in making the determination, the EPA's
classification of secondary smoke was arbitrary and capricious. In July
1998, a federal district court vacated those sections of the report
relating to lung cancer, finding that the EPA may have reached different
conclusions had it complied with relevant statutory requirements. The
federal government appealed the court's ruling. In December 2002, the
United States Court of Appeals for the Fourth Circuit rejected the
industry challenge to the EPA report ruling that it was not subject to
court review. Issuance of the report may encourage efforts to limit
smoking in public areas.
In February 1996, the United States Trade representative issued an
"advance notice of rule making" concerning how tobacco is imported under a
previously established tobacco rate quota ("TRQ") should be allocated.
Currently, tobacco imported under the TRQ is allocated on a "first-come,
first-served" basis, meaning that entry is allowed on an open basis to
those first requesting entry in the quota year. Others in the cigarette
industry have suggested an "end-user licensing" system under which the
right to import tobacco under the quota would be initially assigned based
on domestic market share. Such an approach, if adopted, could have a
material adverse effect on the Company and Liggett.
In August 1996, the Food and Drug Administration (the "FDA") filed in the
Federal Register a Final Rule classifying tobacco as a "drug" or "medical
device", asserting jurisdiction over the manufacture and marketing of
tobacco products and imposing restrictions on the sale, advertising and
promotion of tobacco products. Litigation was commenced challenging the
legal authority of the FDA to assert such jurisdiction, as well as
challenging the constitutionality of the rules. In March 2000, the United
States Supreme Court ruled that the FDA does not have the power to
regulate tobacco. Liggett supported the FDA Rule and began to phase in
compliance with certain of the proposed FDA regulations.
Since the Supreme Court decision, various proposals and recommendations
have been made for additional federal and state legislation to regulate
cigarette manufacturers. Congressional advocates of FDA regulations have
introduced legislation that would give the FDA authority to regulate the
manufacture, sale, distribution and labeling of tobacco products to
protect public health, thereby allowing the FDA to reinstate its prior
regulations or adopt new or additional regulations. The ultimate outcome
of these proposals cannot be predicted.
F-39
VECTOR GROUP LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) - (CONTINUED)
In August 1996, Massachusetts enacted legislation requiring tobacco
companies to publish information regarding the ingredients in cigarettes
and other tobacco products sold in that state. In December 1997, the
United States District Court for the District of Massachusetts
preliminarily enjoined this legislation from going into effect on the
grounds that it is preempted by federal law. In November 1999, the United
States Court of Appeals for the First Circuit affirmed this ruling. In
September 2000, the federal district court permanently enjoined
enforcement of the law. In October 2001, the First Circuit reversed the
district court's decision, ruling that the ingredients disclosure
provisions are valid. The entire court, however, agreed to re-hear the
appeal, reinstating the district court's injunction in the meantime. In
December 2002, the First Circuit ruled that the ingredients disclosure
provisions violated the constitutional prohibition against unlawful
seizure of property by forcing firms to reveal trade secrets. The decision
was not appealed by the state. Notwithstanding the foregoing, in December
1997, Liggett began complying with this legislation by providing
ingredient information to the Massachusetts Department of Public Health.
Several other states have enacted, or are considering, legislation similar
to that enacted in Massachusetts.
Cigarettes are subject to substantial federal, state and local excise
taxes which, in general, have been increasing. The federal excise tax on
cigarettes is currently $0.39 per pack. State and local sales and excise
taxes vary considerably and, when combined with sales taxes, local taxes
and the current federal excise tax, may currently be as high as $4.10 per
pack. Proposed further tax increases in various jurisdictions are
currently under consideration or pending. In 2002, 21 states passed excise
tax increases, ranging from $0.07 per pack in Tennessee to as much as
$1.81 per pack in New York City and New York State combined. Congress has
considered significant increases in the federal excise tax or other
payments from tobacco manufacturers, and significant increases in excise
and other cigarette-related taxes have been proposed or enacted at the
state and local levels. In the opinion of the Company, increases in excise
and similar taxes have had an adverse impact on sales of cigarettes.
In August 2000, the New York state legislature passed legislation charging
the state's Office of Fire Prevention and Control ("OFPC") with developing
standards for "fire safe" or self-extinguishing cigarettes. On December
31, 2002, the OFPC issued proposed standards for public comment. Six
months from the issuance of the final standards, all cigarettes offered
for sale in New York state will be required to be manufactured to those
standards. It is not possible to predict the impact of this law on the
Company until the final standards are published. Similar legislation is
being considered by other state governments and at the federal level.
Federal or state regulators may object to Vector Tobacco's reduced
carcinogen and low nicotine and nicotine-free cigarette products as
unlawful or allege they bear deceptive or unsubstantiated product claims,
and seek the removal of the products from the marketplace, or significant
changes to advertising claims. Various concerns regarding Vector Tobacco's
advertising practices have been expressed to Vector Tobacco by certain
state attorneys general. Vector Tobacco is negotiating in an effort to
resolve these concerns. Allegations by federal or state regulators, public
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VECTOR GROUP LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) - (CONTINUED)
health organizations and other tobacco manufacturers that Vector Tobacco's
products are unlawful, or that its public statements or advertising
contain misleading or unsubstantiated health claims or product
comparisons, may result in litigation or governmental proceedings. Vector
Tobacco's business may become subject to extensive domestic and
international government regulation. Various proposals have been made for
federal, state and international legislation to regulate cigarette
manufacturers generally, and reduced constituent cigarettes specifically.
It is possible that laws and regulations may be adopted covering issues
like the manufacture, sale, distribution and labeling of tobacco products
as well as any express or implied health claims associated with reduced
carcinogen and low nicotine and nicotine-free cigarette products and the
use of genetically modified tobacco. A system of regulation by agencies
like the FDA, the Federal Trade Commission or the United States Department
of Agriculture may be established. In addition, a group of public health
organizations have submitted a petition to the FDA, alleging that the
marketing of the OMNI product is subject to regulation by the FDA under
existing law. Vector Tobacco has filed a response in opposition to the
petition. The FTC has also expressed interest in the regulation of tobacco
products made by tobacco manufacturers, including Vector Tobacco, which
bear reduced carcinogen claims. The ultimate outcome of any of the
foregoing cannot be predicted, but any of the foregoing could have a
material adverse impact on the Company.
In addition to the foregoing, there have been a number of other
restrictive regulatory actions, adverse legislative and political
decisions and other unfavorable developments concerning cigarette smoking
and the tobacco industry, the effects of which, at this time, management
is not able to evaluate. These developments may negatively affect the
perception of potential triers of fact with respect to the tobacco
industry, possibly to the detriment of certain pending litigation, and may
prompt the commencement of additional similar litigation.
OTHER MATTERS:
In March 1997, a stockholder derivative suit was filed in Delaware
Chancery Court against New Valley, as a nominal defendant, its directors
and Brooke Group Holding by a stockholder of New Valley. The suit alleges
that New Valley's purchase of the BrookeMil Ltd. shares from Brooke
(Overseas) in January 1997 constituted a self-dealing transaction which
involved the payment of excessive consideration by New Valley. The
plaintiff seeks a declaration that New Valley's directors breached their
fiduciary duties and Brooke Group Holding aided and abetted such breaches
and that damages be awarded to New Valley. In December 1999, another
stockholder of New Valley commenced an action in Delaware Chancery Court
substantially similar to the March 1997 action. This stockholder alleges,
among other things, that the consideration paid by New Valley for the
BrookeMil shares was excessive, unfair and wasteful, that the special
committee of New Valley's board lacked independence, and that the
appraisal and fairness opinion were flawed. By order of the court, both
actions were consolidated. In January 2001, the court denied a motion to
dismiss the consolidated action. Brooke Group Holding and New Valley
believe that the allegations in the case are without merit. Discovery in
the case has commenced.
In July 1999, a purported class action was commenced on behalf of New
Valley's former Class B preferred shareholders against New Valley, Brooke
Group Holding and certain directors and officers of New Valley in Delaware
Chancery Court. The complaint alleges that the recapitalization, approved
by a majority of each class of New Valley's stockholders in May 1999, was
fundamentally unfair to the Class B preferred shareholders, the proxy
statement relating to the recapitalization was materially deficient and
the defendants breached their fiduciary duties to the Class B preferred
shareholders in approving the transaction. The plaintiffs seek class
certification of the action and an award of compensatory damages as well
as all costs and fees. The Court has dismissed six of plaintiff's nine
claims alleging inadequate disclosure in the proxy statement. Brooke Group
Holding and New Valley believe that the remaining allegations are without
merit. Discovery in the case has commenced.
Although there can be no assurances, Brooke Group Holding and New Valley
believe, after consultation with counsel, that the ultimate resolution of
these matters will not have a material adverse effect on the Company's or
New Valley's consolidated financial position, results of operations or
cash flows.
As of December 31, 2002, New Valley had $674 of remaining prepetition
bankruptcy-related claims and restructuring accruals including claims for
lease rejection damages. The remaining claims may be subject to future
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VECTOR GROUP LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) - (CONTINUED)
adjustments based on potential settlements or decisions of the court. In
August 2002, New Valley paid $2,000 to settle a claim for unclaimed monies
that certain states were seeking on behalf of money transfer customers,
and its restructuring accruals were reduced by a corresponding amount in
the third quarter of 2002.
16. RELATED PARTY TRANSACTIONS
In connection with the Company's convertible note offering in July 2001,
the placement agent for the offering required that the principal
stockholder and Chairman of the Company grant the placement agent the
right, in its sole discretion, to borrow up to 3,307,500 shares of Common
Stock from the principal stockholder or any entity affiliated with him
during the three-year period ending June 29, 2004 and that he agree not to
dispose of such shares during the three-year period, subject to limited
exceptions. In consideration for the principal stockholder agreeing to
lend his shares in order to facilitate the Company's offering and
accepting the resulting liquidity risk, the Company agreed to pay him or
an affiliate designated by him an annual fee, payable on a quarterly basis
at his election in cash or shares of Common Stock, equal to 1% of the
aggregate market value of 3,307,500 shares of Common Stock. For the year
ended December 31, 2002 and for the six months ended December 31, 2001,
the Company paid an entity affiliated with the principal stockholder an
aggregate of $616 and $594 under this agreement.
An outside director of the Company is a stockholder of and serves as the
chairman and treasurer of, and an executive officer and director of the
Company is a stockholder and registered representative in, a registered
broker-dealer that has performed services for New Valley since before
December 31, 1998. The broker-dealer received brokerage commissions and
other income of approximately $87, $12 and $101 from New Valley during
2002, 2001 and 2000, respectively.
During 2001, New Valley paid a fee of $750 to a director of New Valley who
served as President of its Ladenburg Thalmann & Co. Inc. broker-dealer
subsidiary. The fee was paid for his services in connection with the
closing of the acquisition of the subsidiary. (Refer to Note 20.) One-half
of the fee was reimbursed to New Valley by the subsidiary.
Various executive officers and directors of the Company and New Valley
serve as members of the Board of Directors of Ladenburg Thalmann Financial
Services, Inc., which is indebted to New Valley. (Refer to Note 21.)
An outside director of New Valley serves as a managing director of an
investment bank that provided advisory services to Brooke (Overseas) in
2000, in connection with the sale of Western Tobacco Investments LLC.
Brooke (Overseas) paid this firm $750 in connection with such services.
The Company's President, a firm of which he serves as Chairman of the
Board and the firm's affiliates received ordinary and customary
insurance commissions aggregating approximately $606 and $285 in 2002 and
2001, respectively, on various insurance policies issued for the Company
and its subsidiaries and investees.
F-42
VECTOR GROUP LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) - (CONTINUED)
17. FAIR VALUE OF FINANCIAL INSTRUMENTS
The estimated fair value of the Company's financial instruments have been
determined by the Company using available market information and
appropriate valuation methodologies in Note 1. However, considerable
judgment is required to develop the estimates of fair value and,
accordingly, the estimates presented herein are not necessarily indicative
of the amounts that could be realized in a current market exchange.
DECEMBER 31, 2002 DECEMBER 31, 2001
----------------------- ------------------------
CARRYING FAIR CARRYING FAIR
AMOUNT VALUE AMOUNT VALUE
-------- ------- --------- --------
Financial assets:
Cash and cash equivalents............... $100,027 $100,027 $217,761 $217,761
Investment securities available
for sale.............................. 128,430 128,430 173,697 173,697
Restricted assets....................... 4,857 4,857 21,935 21,935
Long-term investments, net.............. 3,150 10,694 3,150 9,987
Financial liabilities:
Notes payable and long-term debt........ 338,305 297,762 219,081 243,273
18. PHILIP MORRIS BRAND TRANSACTION
In November 1998, the Company and Liggett granted Philip Morris
Incorporated options to purchase interests in Trademarks LLC which holds
three domestic cigarette brands, L&M, CHESTERFIELD and LARK, formerly held
by Liggett's subsidiary, Eve Holdings Inc.
Under the terms of the Philip Morris agreements, Eve contributed the three
brands to Trademarks, a newly-formed limited liability company, in
exchange for 100% of two classes of Trademarks' interests, the Class A
Voting Interest and the Class B Redeemable Nonvoting Interest. Philip
Morris acquired two options to purchase the interests from Eve. In
December 1998, Philip Morris paid Eve a total of $150,000 for the options,
$5,000 for the option for the Class A interest and $145,000 for the option
for the Class B interest.
The Class A option entitled Philip Morris to purchase the Class A interest
for $10,100. On March 19, 1999, Philip Morris exercised the Class A
option, and the closing occurred on May 24, 1999.
The Class B option entitles Philip Morris to purchase the Class B interest
for $139,900. The Class B option will be exercisable during the 90-day
period beginning on December 2, 2008, with Philip Morris being entitled to
extend the 90-day period for up to an additional six months under certain
circumstances. The Class B interest will also be redeemable by Trademarks
for $139,900 during the same period the Class B option may be exercised.
On May 24, 1999, Trademarks borrowed $134,900 from a lending institution.
The loan is guaranteed by Eve and collateralized by a pledge by Trademarks
of the three brands and Trademarks' interest in the trademark license
agreement (discussed below) and by a pledge by Eve of its Class B
interest. In connection with the closing of the Class A option, Trademarks
distributed the loan proceeds to Eve as the holder of the Class B
interest. The cash exercise price of the Class B option and Trademarks'
redemption price were reduced by the amount distributed to Eve. Upon
Philip Morris' exercise of the Class B option or Trademarks' exercise of
its redemption right, Philip Morris or Trademarks, as
F-43
VECTOR GROUP LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) - (CONTINUED)
relevant, will be required to obtain Eve's release from its guaranty. The
Class B interest will be entitled to a guaranteed payment of $500 each
year with the Class A interest allocated all remaining income or loss of
Trademarks.
Trademarks has granted Philip Morris an exclusive license of the three
brands for an 11-year term expiring May 24, 2010 at an annual royalty
based on sales of cigarettes under the brands, subject to a minimum annual
royalty payment equal to the annual debt service obligation on the loan
plus $1,000.
If Philip Morris fails to exercise the Class B option, Eve will have an
option to put its Class B interest to Philip Morris, or Philip Morris'
designees, at a put price that is $5,000 less than the exercise price of
the Class B option (and includes Philip Morris' obtaining Eve's release
from its loan guarantee). The Eve put option is exercisable at any time
during the 90-day period beginning March 2, 2010.
If the Class B option, Trademarks' redemption right and the Eve put option
expire unexercised, the holder of the Class B interest will be entitled to
convert the Class B interest, at its election, into a Class A interest
with the same rights to share in future profits and losses, the same
voting power and the same claim to capital as the entire existing
outstanding Class A interest, i.e., a 50% interest in Trademarks.
Upon the closing of the exercise of the Class A option and the
distribution of the loan proceeds on May 24, 1999, Philip Morris obtained
control of Trademarks, and the Company recognized a pre-tax gain of
$294,078 in its consolidated financial statements and established a
deferred tax liability of $103,100 relating to the gain. Upon exercise of
the options in 2009 or 2010, the Company will be required to pay tax in
the amount of the deferred tax liability, which will be offset by the
benefit of any deferred tax assets, including any net operating losses,
available to the Company at that time. The Company's 1998 and 1999 federal
income tax returns are being examined, and, although the Company believes
the positions reflected on its income tax returns are correct, there can
be no assurance that relevant taxing authorities may not challenge certain
positions. If taxing authorities were to assert that the Company incurred
a tax obligation prior to the exercise date of these options and the
Company was required to make such tax payments prior to 2009 or 2010, its
liquidity could be adversely affected.
19. SALE OF WESTERN TOBACCO INVESTMENTS
On August 4, 2000, Brooke (Overseas) completed the sale of all of the
membership interests of Western Tobacco Investments LLC ("Western Tobacco
Investments") to Gallaher Overseas (Holdings) Ltd. ("Gallaher Overseas").
Brooke (Overseas) held its 99.9% equity interest in Liggett-Ducat, one of
Russia's leading cigarette producers, through Western Tobacco Investments.
The purchase price for the sale consisted of $334,100 in cash and $64,400
in assumed debt and capital commitments. The proceeds generated from the
sale were divided among Brooke (Overseas) and Western Realty Development
LLC ("Western Realty Development"), a joint venture of New Valley and
Apollo Real Estate Investment Fund III, L.P. ("Apollo"), in accordance
with the terms of the participating loan made by Western Realty
Development to Brooke (Overseas). Of the cash proceeds from the
transaction after estimated closing expenses, Brooke (Overseas) received
$197,098, New Valley received $57,208 and Apollo received $68,338. The
Company recorded a gain of $161,000 (including the Company's share of New
Valley's gain), net of income taxes and minority interests, in connection
with the sale in the third quarter of 2000.
20. DISCONTINUED OPERATIONS
The consolidated financial statements of the Company reflect New Valley's
broker-dealer operations, which were New Valley's primary source of
revenues from May 1995 to December 2001, as discontinued operations for
all periods presented. Accordingly, revenues, costs and expenses, and cash
flows of the discontinued operations have been excluded from the
F-44
VECTOR GROUP LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) - (CONTINUED)
respective captions in the consolidated statements of operations and
consolidated statements of cash flows. The net operating results of these
entities have been reported, net of minority interests and applicable
income taxes, as "Income (loss) from discontinued operations," and the net
cash flows of these entities have been reported as "Impact of discontinued
operations."
In May 2001, GBI Capital Management Corp. acquired all of the outstanding
common stock of Ladenburg Thalmann & Co. Inc. ("Ladenburg Thalmann"), New
Valley's 80.1% owned broker-dealer subsidiary. The purchase price was
23,218,599 shares, $10,000 in cash and $10,000 principal amount of senior
convertible notes due December 31, 2005. Following the transaction, the
name of GBI, a public company listed on the American Stock Exchange, was
changed to Ladenburg Thalmann Financial Services Inc. ("LTS"). The notes
bear interest at 7.5% per annum and are convertible into 4,799,271 shares
of LTS common stock. Upon closing, New Valley also acquired an additional
3,945,060 shares of LTS from the former Chairman of LTS for $1.00 per
share. Following completion of the transaction, New Valley owned 53.6% of
the outstanding common stock of LTS.
On November 30, 2001, New Valley announced that it would distribute its
22,543,158 shares of LTS common stock to holders of New Valley common
shares through a special dividend. On the same date, Vector announced that
it would, in turn, distribute the 12,694,929 shares of LTS common stock
that it would receive from New Valley to the holders of Vector's common
stock as a special dividend. The special dividends were accomplished
through pro rata distributions of the LTS shares, paid on December 20,
2001 to holders of record as of December 10, 2001. New Valley stockholders
received 0.988 of a LTS share for each share of New Valley, and Vector
stockholders received 0.348 of a LTS share for each share of Vector.
Following completion of the special dividend of the LTS's shares, New
Valley continues to hold $8,010,000 principal amount of LTS's senior
convertible promissory notes, convertible into 3,844,216 shares of LTS
common stock, and a warrant to purchase 100,000 shares of LTS common stock
at $1.00 per share. (Refer to Note 21.)
Summarized operating results of the discontinued broker-dealer operations
are as follows:
YEAR ENDED DECEMBER 31,
-----------------------------
2001(1) 2000
-------- --------
Revenues ........................... $ 88,473 $ 90,111
======== ========
(Loss) income from operations before
income taxes .................... (12,030) 6,298
(Benefit) provision for income taxes (1,356) 1,084
Minority interests ................. 8,557 (3,398)
-------- --------
Net (loss) income .................. $ (2,117) $ 1,816
======== ========
- ---------------------------
(1) Results of operations included for the period January 1 through December
20, 2001.
GAINS ON DISPOSAL OF DISCONTINUED OPERATIONS. In 2001, Vector recognized a
gain on disposal of discontinued operations of $1,580 relating to New
Valley's adjustments of accruals established during its bankruptcy
proceedings in 1993 and 1994. In 2000, Vector recognized a gain on
disposal of discontinued operations of $6,469 from adjustments of New
Valley's bankruptcy accruals. The reversal of the accruals reduced
restructuring, employee benefit and various tax accruals previously
established.
F-45
VECTOR GROUP LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) - (CONTINUED)
21. NEW VALLEY CORPORATION
ACQUISITION OF REAL ESTATE. In December 2002, New Valley purchased two
office buildings in Princeton, N.J. for a total purchase price of $54,000.
New Valley financed a portion of the purchase price through a borrowing of
$40,500 from HSBC Realty Credit Corporation (USA). (Refer to Note 8.)
Also in December 2002, New Valley and the other owners of Prudential Long
Island Realty ("Realty") contributed their interests in Realty to Montauk
Battery Realty LLC ("Montauk"), a newly formed entity. New Valley acquired
a 50% ownership interest in Montauk, an increase from its previous 37.2%
interest in Realty as a result of an additional investment of $1,400 by
New Valley and the redemption by Realty of various ownership interests.
RUSSIAN REAL Estate. On April 30, 2002, New Valley sold the shares of
BrookeMil Ltd., a wholly-owned subsidiary, for approximately $22,000
before closing expenses. BrookeMil owned the two Kremlin sites in Moscow,
which were New Valley's remaining real estate holdings in Russia. Under
the terms of the Western Realty Repin LLC joint venture of New Valley and
Apollo, New Valley received approximately $7,500 of the net proceeds from
the sale and Apollo received approximately $12,500 of the proceeds. New
Valley recorded a gain on sale of real estate of $8,484 for the year ended
December 31, 2002 in connection with the sale. New Valley also recorded
$767 in additional general and administrative expenses in 2002 related to
the closing of its Russian operations. The expenses consisted principally
of employee severance.
On December 21, 2001, Western Realty Development sold to Andante Limited,
a Bermuda company, all of the membership interests in its subsidiary
Western Realty Investments LLC, the entity through which Western Realty
Development owned the Ducat Place II office building in Moscow, Russia,
and the adjoining site for the proposed development of Ducat Place III.
The purchase price for the sale was approximately $42,000 including the
assumption of mortgage debt and payables. Of the net cash proceeds from
the sale, New Valley received approximately $22,000, and Apollo received
approximately $9,500. New Valley recorded a loss of $21,842 in connection
with the sale in 2001.
LADENBURG. In March 2002, LTS borrowed $2,500 from New Valley. The loan,
which bears interest at 1% above the prime rate, was due on the earlier of
December 31, 2003 or the completion of one or more equity financings where
LTS receives at least $5,000 in total proceeds. In July 2002, LTS borrowed
an additional $2,500 from New Valley on the same terms. In November 2002,
New Valley agreed, in connection with a $3,500 loan to LTS by an affiliate
of its clearing broker, to extend the maturity of the notes to December
31, 2006 and to subordinate the notes to the repayment of the loan.
During 2002, LTS incurred significant operating losses as its revenues and
liquidity were adversely affected by the overall declines in the U.S.
equity markets and the continued weak operating environment for the
broker-dealer industry. Accordingly, New Valley evaluated its ability to
collect the $13,198 of notes and interest receivable from LTS at September
30, 2002. These notes receivable include the $5,000 of notes discussed
above and the $8,010 convertible note issued to New Valley in May 2002 in
connection with the LTS acquisition. New Valley determined, based on then
current trends in the broker-dealer industry and LTS's operating results
and liquidity needs, that a reserve for uncollectibility should be
established against these notes and interest receivable. As a result, New
Valley recorded a charge of $13,198 in the third quarter of 2002.
On October 8, 2002, LTS borrowed an additional $2,000 from New Valley. The
loan, which bore interest at 1% above the prime rate, was repaid in
December 2002 with the proceeds from the loan to LTS from an affiliate of
its clearing broker.
F-46
VECTOR GROUP LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) - (CONTINUED)
OTHER. In October 1999, New Valley's Board of Directors authorized the
repurchase of up to 2,000,000 common shares from time to time on the open
market or in privately negotiated transactions depending on market
conditions. As of December 31, 2002, New Valley had repurchased 867,043
shares for approximately $3,344. At December 31, 2002, the Company owned
57.3% of New Valley's common shares.
In the fourth quarter of 2001, New Valley settled a lawsuit against
certain of its former insurers, which resulted in income of $17,620. The
litigation arose out of the insurers' participation in a program of
insurance covering the amount of fuel in the Westar IV and V communication
satellites owned by New Valley's former Western Union satellite business,
which was sold in 1989. The two satellites, each of which were launched in
1982 with an expected ten-year life, had shortened lives due to
insufficient fuel. In the settlement, New Valley received payment from the
insurers for the shortened lives of the two satellites. The settlement
calls for dismissal of the lawsuit against the settling insurers as well
as dismissal of the counterclaims brought against New Valley by these
insurers.
22. SEGMENT INFORMATION
The Company's significant business segments for the year ended December
31, 2002 were Liggett, Vector Tobacco and real estate. The Liggett segment
consists of the manufacture and sale of conventional cigarettes and, for
segment reporting purposes, includes the operations of Medallion acquired
on April 1, 2002 (which operations are held for legal purposes as part of
Vector Tobacco). The Vector Tobacco segment includes the development and
marketing of new reduced carcinogen and low nicotine and nicotine-free
cigarette products and, for segment reporting purposes, excludes the
operations of Medallion. Our significant business segments for the year
ended December 31, 2002 and 2001 were Liggett, Vector Tobacco and real
estate. Our significant business segments for the year ended December 31,
2000 were Liggett, Liggett-Ducat, Vector Tobacco and real estate.
F-47
VECTOR GROUP LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) - (CONTINUED)
Financial information for the Company's continuing operations before taxes
and minority interests for the years ended December 31, 2002, 2001 and
2000 follows:
VECTOR LIGGETT- REAL CORPORATE(2)
LIGGETT TOBACCO DUCAT ESTATE AND OTHER TOTAL
------- ------- -------- ------ ------------ -----
2002
Revenues ...................... $494,975 $ 7,442 -- $ 1,001 $ -- $ 503,418
Operating income .............. 102,718 (88,159) -- (578) (32,688) (18,707)
Identifiable assets ........... 175,051 195,214 -- 62,755 275,475 708,495
Depreciation and amortization . 5,634 5,166 -- 245 2,818 13,863
Capital expenditures .......... 19,078 16,863 -- 54,945 5,750 96,636
2001
Revenues ...................... $432,918 $ 4,498 -- $ 9,966 $ -- $ 447,382
Operating income .............. 107,052 (48,643) -- 413 (27,479) 31,343
Identifiable assets ........... 174,342 93,533 -- 10,581 410,447 688,903
Depreciation and amortization . 4,586 1,686 -- 2,353 1,348 9,973
Capital expenditures .......... 18,746 41,224 -- 1,762 15,368 77,100
2000
Revenues ...................... $304,594 $ -- $ 107,263 $ 3,198 $ -- $ 415,055
Operating income .............. 71,434 (15,459) (5,667) (5,335) (4,872) 40,101
Identifiable assets ........... 108,662 12,006 1,252 137,185 166,743 425,848
Depreciation and amortization . 4,505 22 5,970 1,020 6 11,523
Capital expenditures .......... 13,387 790 9,000 3,663 -- 26,840
- ------------
(1) Liggett-Ducat's revenues and operating income are included through the
seven months ended July 31, 2000.
(2) For 2000, the assets of the discontinued broker-dealer segment are included
in Corporate and other.
F-48
VECTOR GROUP LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) - (CONTINUED)
23. QUARTERLY FINANCIAL RESULTS (UNAUDITED)
Quarterly data for the year ended December 31, 2002 and 2001 are as
follows:
DECEMBER 31, SEPTEMBER 30, JUNE 30, MARCH 31,
2002 2002 2002 2002
----------- ----------- ----------- -----------
Revenues ...................... $ 124,472 $ 141,714 $ 140,050 $ 97,182
Operating income (loss) ....... 875 314 (4,844) (15,052)
(Loss) income from continuing
operations .................. (8,423) (8,166) (3,342) (11,863)
Income (loss) from discontinued
operations .................. -- -- -- --
----------- ----------- ----------- -----------
Net (loss) income applicable to
common shares ............... $ (8,423) $ (8,166) $ (3,342) $ (11,863)
=========== =========== =========== ===========
*Per basic common share:
(Loss) income from continuing
operations .................. $ (0.24) $ (0.23) $ (0.10) $ (0.34)
Income (loss) from discontinued
operations .................. -- -- -- --
----------- ----------- ----------- -----------
Net (loss) income applicable to
common shares ............... $ (0.24) $ (0.23) $ (0.10) $ (0.34)
=========== =========== =========== ===========
*Per diluted common share:
(Loss) income from continuing
operations .................. $ (0.24) $ (0.23) $ (0.10) $ (0.34)
Income (loss) from discontinued
operations .................. -- -- -- --
----------- ----------- ----------- -----------
Net (loss) income applicable to
common shares ............... $ (0.24) $ (0.23) $ (0.10) $ (0.34)
=========== =========== =========== ===========
F-49
VECTOR GROUP LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) - (CONTINUED)
DECEMBER 31, SEPTEMBER 30, JUNE 30, MARCH 31,
2001 2001 2001 2001
----------- ----------- ----------- -----------
Revenues ...................... $ 136,856 $ 122,766 $ 110,077 $ 77,683
Operating (loss) income ....... (6,216) 17,000 19,388 1,171
(Loss) income from continuing
operations .................. (1,467) 8,476 11,564 2,627
Income (loss) from discontinued
operations .................. 411 (1,107) 256 (97)
----------- ----------- ----------- -----------
Net (loss) income applicable to
common shares ............... $ (1,056) $ 7,369 $ 11,820 $ 2,530
=========== =========== =========== ===========
*Per basic common share:
(Loss) income from continuing
operations .................. $ (0.04) $ 0.26 $ 0.39 $ 0.09
Income (loss) from discontinued
operations .................. 0.01 (0.03) 0.01 --
----------- ----------- ----------- -----------
Net (loss) income applicable to
common shares ............... $ (0.03) $ 0.23 $ 0.40 $ 0.09
=========== =========== =========== ===========
*Per diluted common share:
(Loss) income from continuing
operations .................. $ (0.04) $ 0.22 $ 0.32 $ 0.08
Income (loss) from discontinued
operations .................. 0.01 (0.03) 0.01 --
----------- ----------- ----------- -----------
Net (loss) income applicable to
common shares ............... $ (0.03) $ 0.19 $ 0.33 $ 0.08
=========== =========== =========== ===========
- ---------------
* Per share computations include the impact of 5% stock dividends paid on
September 27, 2002 and September 28, 2001. Quarterly basic and diluted net
income or loss per common share were computed independently for each
quarter and do not necessarily total to the year to date basic and diluted
net income per common share.
F-50
VECTOR GROUP LTD.
SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
(DOLLARS IN THOUSANDS)
ADDITIONS
BALANCE AT CHARGED TO BALANCE
BEGINNING COSTS AND AT END
DESCRIPTION OF PERIOD EXPENSES DEDUCTIONS OF PERIOD
- --------------------------------------------- --------------- --------------- --------------- ---------------
YEAR ENDED DECEMBER 31, 2002
Allowances for:
Doubtful accounts.................. $ 238 $ 1,627 $ 366 $ 1,499
Cash discounts..................... 1,863 29,740 30,854 749
Sales returns...................... 3,894 5,053 -- 8,947
------- -------- --------- --------
Total........................... $5,995 $36,420 $31,220 $11,195
======= ======== ========= ========
YEAR ENDED DECEMBER 31, 2001
Allowances for:
Doubtful accounts.................. $ 565 $ 79 $ 406 $ 238
Cash discounts..................... 508 26,166 24,811 1,863
Sales returns...................... 3,690 204 -- 3,894
------- -------- --------- --------
Total........................... $4,763 $26,449 $25,217 $5,995
======= ======== ========= ========
YEAR ENDED DECEMBER 31, 2000
Allowances for:
Doubtful accounts.................. $ 691 $ 253 $ 379 $ 565
Cash discounts..................... 311 18,867 18,670 508
Sales returns...................... 4,190 -- 500 3,690
------- -------- --------- --------
Total........................... $5,192 $19,120 $19,549 $4,763
======= ======== ========= ========
F-51