You should read the following discussion of the historical financial condition and results of operations in conjunction with our historical consolidated financial statements and accompanying notes, which are included elsewhere in this Quarterly Report on Form 10-Q. In addition, this discussion includes forward-looking statements subject to risks and uncertainties that may result in actual results differing from statements we make. See "Cautionary Note Regarding Forward-Looking Statements." Factors that could cause actual results to differ include those risks and uncertainties discussed in "Risk Factors."

The following discussion relates to the unaudited financial statements of Turning Point Brands, Inc., included elsewhere in this Quarterly Report on Form 10-Q. In this discussion, unless the context requires otherwise, references to "our Company" "we," "our," or "us" refer to Turning Point Brands, Inc., and its consolidated subsidiaries. References to "TPB" refer to Turning Point Brands, Inc., without any of its subsidiaries. We were incorporated in 2004 under the name North Atlantic Holding Company, Inc. On November 4, 2015, we changed our name to Turning Point Brands, Inc. Many of the amounts and percentages in this discussion have been rounded for convenience of presentation.

Overview

Turning Point Brands, Inc. (the "Company," "we," "our," or "us") is a leading manufacturer, marketer and distributor of branded consumer products with active ingredients. We sell a wide range of products to adult consumers, from our iconic brands to our next generation products to fulfill evolving consumer preferences. Among other markets, we compete in the Other Tobacco Products ("OTP") industry which we estimate generated approximately $11.5 billion of manufacturer revenue in 2019 and is exhibiting low to mid-single digit consumer unit growth as reported by Management Science Associates, Inc. ("MSAi"), a third-party analytics and information company. Our three focus segments are led by our core, proprietary brands - Stoker's® along with Beech-Nut® and Trophy® in Smokeless Products; Zig-Zag® in Smoking Products; and Nu-X®, Solace® along with our distribution platforms (VaporBeast®, VaporFi® and Direct Vapor®) in NewGen. Our businesses generate solid cash flow which we use to finance acquisitions, increase brand support, expand our distribution infrastructure, and strengthen our capital position. We currently ship to approximately 800 distributors with an additional 100 secondary, indirect wholesalers in the U.S. that carry and sell our products. Under the leadership of a senior management team with an average of 24 years of experience in the tobacco industry, we have grown and diversified our business through new product launches, category expansions, and acquisitions while concurrently improving operational efficiency.

We have identified additional growth opportunities in the emerging alternatives market. In January 2019, we established our subsidiary, Nu-X Ventures LLC ("Nu-X"), a new company and wholly-owned subsidiary dedicated to the development, production and sale of alternative products and acquisitions in related spaces. The creation of Nu-X allows TPB to leverage its expertise in traditional OTP management to alternative products. The TPB management team has over 100 years of experience navigating federal, state and local regulations that are directly applicable to the growing alternatives market. In July 2019, we acquired the assets of Solace Technology ("Solace"). Solace is an innovative product development company which established one of the top e-liquid brands and has since grown into a leader in alternative products. Solace's legacy and innovation will enhance Nu-X's strong and nimble development engine. In July 2019, we acquired a 30% stake in ReCreation Marketing ("ReCreation). ReCreation is a specialty marketing and distribution firm focused on building brands in the Canadian smoking, vaping and alternative products categories. The investment will leverage ReCreation's significant expertise in marketing and distributing tobacco and cannabis products throughout Canada. The investment is part of Nu-X and we plan to make additional investments, partnerships and acquisitions to drive the business of Nu-X. These endeavors will enable us to continue to identify unmet customer needs and provide quality products that we believe will result in genuine customer satisfaction and foster the growth of revenue.

We believe there are meaningful opportunities to grow our business organically and through acquisitions and joint ventures across all product categories. As of December 31, 2019, our products are available in approximately 185,000 U.S. retail locations which, with the addition of retail stores in Canada, brings our total North American retail presence to an estimated 210,000 points of distribution. Our sales team targets widespread distribution to all traditional retail channels, including convenience stores.



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Products

We operate in three segments: Smokeless products, Smoking products and NewGen products. In our Smokeless products segment, we (i) manufacture and market moist snuff and (ii) contract for and market loose leaf chewing tobacco products. In our Smoking products segment, we principally (i) market and distribute cigarette papers, tubes, and related products; and (ii) contract for, market and distribute finished cigars and MYO cigar wraps. In our NewGen products segment, we (i) market and distribute CBD, liquid vapor products and certain other products without tobacco and/or nicotine; (ii) distribute a wide assortment of products to non-traditional retail via VaporBeast; and (iii) market and distribute a wide assortment of products to individual consumers via the VaporFi B2C online platform. Our portfolio of brands includes some of the most widely recognized names in the OTP industry such as Stoker's® in the Smokeless segment, Zig-Zag® in the Smoking segment, and VaporBeast®, VaporFi® and Solace© in the NewGen segment.

Operations

Our core tobacco business (Smokeless and Smoking segments) primarily generates revenues from the sale of our products to wholesale distributors who, in turn, resell the products to retail operations. Our acquisition of VaporBeast in 2016 expanded our revenue streams as we began selling directly to non-traditional retail outlets. Our acquisition of IVG in 2018 enhanced our business-to-consumer revenue stream with the addition of the Vapor-Fi online platform. Our net sales, which include federal excise taxes, consist of gross sales net of cash discounts, returns, and selling and marketing allowances.

We rely on long-standing relationships with high-quality, established manufacturers to provide the majority of our produced products. More than 80% of our production, as measured by net sales, is outsourced to suppliers. The remaining production consists of our moist snuff tobacco operations located in Dresden, Tennessee, and Louisville, Kentucky. Our principal operating expenses include the cost of raw materials used to manufacture the limited number of our products which we produce in-house; the cost of finished products, which are generally purchased goods; federal excise taxes; legal expenses; and compensation expenses, including benefits and costs of salaried personnel. Our other principal expenses include interest expense and other expenses.

Key Factors Affecting Our Results of Operations

We consider the following to be the key factors affecting our results of operations:

• Our ability to further penetrate markets with our existing products;

• Our ability to introduce new products and product lines that complement our

core business;

• Decreasing interest in some tobacco products among consumers;

• Price sensitivity in our end-markets;

• Marketing and promotional initiatives, which cause variability in our results;

• General economic conditions, including consumer access to disposable income;

• Cost and increasing regulation of promotional and advertising activities;

• Cost of complying with regulation, including the "deeming regulations";

• Counterfeit and other illegal products in our end-markets;

• Currency fluctuations;

• Our ability to identify attractive acquisition opportunities in OTP; and

• Our ability to integrate acquisitions.





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Recent Developments

Standard Diversified Inc. ("SDI") Reorganization

On July 16, 2020, we completed our merger with SDI, whereby SDI was merged into a wholly-owned subsidiary of TPB in a tax-free downstream merger. Under the terms of the agreement, the holders of SDI's Class A Common Stock and SDI's Class B Common Stock (collectively, "SDI Common Stock") received in the aggregate, in return for their SDI Common Stock, TPB Voting Common Stock ("TPB Common Stock") at a ratio of 0.52095 shares of TPB Common Stock for each share SDI Common Stock. SDI divested its assets prior to close of the merger such that SDI's net liabilities at closing were minimal and the only assets that it retained were the remaining TPB Common Stock holdings. We no longer have a controlling shareholder and 244,214 shares of TPB Common Stock were retired. The transaction significantly improved the public float of shares outstanding and eliminated the overhang of a controlling holding company structure.

COVID-19 Impact

As a result of the extraordinary situation we are facing, our focus is on the safety and well-being of our colleagues and the communities and customers we serve. As an organization, we have implemented several changes to enhance safety and mitigate health risk in our work environment. For our warehouse and manufacturing operations, these include split shifts, temperature scans, additional contactless hand sanitizing stations, protective equipment, social distancing guidelines, and increased cleaning and sanitization. These changes resulted in higher operational costs related to maintaining a safer work environment and fulfilling orders.

We canceled all unnecessary travel and facilitated telecommuting where possible. Like many companies, we have changed the way we communicate through increased use of videoconferencing and have implemented tele-selling initiatives through our sales force. Some of these changes that are proving to be efficient are likely to remain in-place even after this crisis and lead to on-going cost savings. We have also put a hold on new spending commitments as we cautiously manage through this environment.

We hired additional employees in our Louisville facility and implemented temporary wage increases for our hourly employees to meet increased demand. We shifted production capacity to manufacture hand sanitizers and have donated bottles to hospitals, nursing homes and first responders in our local communities.

COVID-19 may impact our results. Our third-party cigar wrap manufacturer in the Dominican Republic was temporarily shut down. Our supply chain has remained operational otherwise. Select budgeted annual price increases will be delayed. Our B2C platforms have seen elevated sales levels from consumer shifts to online purchasing, and we gained market share. We continue to monitor this challenging environment closely and will make necessary adjustments as needed to make sure we are serving our employees and customers, while also protecting the safety of employees and communities.

Premarket Tobacco Applications

We submitted Premarket Tobacco Applications ("PMTAs") covering 250 products to the FDA prior to the September 9, 2020 filing deadline. The PMTAs cover a broad assortment of products in the vapor category including multiple proprietary e-liquid offerings in varying nicotine strengths, technologies and sizes; proprietary replacement parts and components of open system tank devices through partnerships with two leading manufacturers for exclusive distribution of products in the United States; and a closed system e-cigarette.

Wild Hempettes LLC

On October 1, 2020, we acquired a 20% stake in Wild Hempettes LLC ("Wild Hempettes"), a leading manufacturer of hemp cigarettes under the WildHemp™ and Hempettes™ brands, for $2.5 million. We have options to increase our stake to a 100% ownership position based on certain milestones. As part of the transaction, the Wild Hempettes joint venture was spun off from Crown Distributing LLC and formed as a vehicle for us to be the exclusive distributor of Hempettes™ to U.S. bricks and mortar retailers under a profit-sharing arrangement.



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Sale of Vapor Shark Retail Assets

On October 1, 2020, we sold the assets of its remaining 7 Vapor Shark retail stores in Oklahoma. We will receive monthly royalties over the next 4 years as consideration for the assets. Net sales and gross profit were $2.9 million and $1.6 million, respectively, for the nine months ended September 30, 2020.

dosistTM

On October 27, 2020, we invested $15.0 million in dosistTM, a global cannabinoid company, with an option to invest an additional $15.0 million at pre-determined terms over the next 12 months. We will receive a warrant to receive preferred shares of dosist that will automatically be exercised upon the changing of federal laws in the United States, rescheduling cannabis and/or permitting the general cultivation, distribution and possession of cannabis. As part of the investment, we also entered into an exclusive co-development and distribution of a new national CBD brand, created in partnership with dosist.

Critical Accounting Policies and Uses of Estimates

There have been no material changes to our critical accounting policies and estimates from the information provided in "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in our 2019 Annual Report on Form 10-K.

Recent Accounting Pronouncements

Refer to Note 2, "Summary of Significant Accounting Policies," of Notes to Consolidated Financial Statements included in this Quarterly Report for a description of recently issued accounting pronouncements, including those recently adopted.

Results of Operations

Comparison of the Three Months Ended September 30, 2020, to the Three Months Ended September 30, 2019

The table and discussion set forth below displays our consolidated results of operations (in thousands):



                                                           Three Months Ended September 30,
                                                         2020              2019          % Change
Consolidated Results of Operations Data:
Net sales
Smokeless products                                   $     29,764       $    26,187           13.7 %
Smoking products                                           35,973            30,222           19.0 %
NewGen products                                            38,437            40,391           -4.8 %
Total net sales                                           104,174            96,800            7.6 %
Cost of sales                                              55,867            53,984            3.5 %
Gross profit
Smokeless products                                         16,042            13,587           18.1 %
Smoking products                                           21,263            16,619           27.9 %
NewGen products                                            11,002            12,610          -12.8 %
Total gross profit                                         48,307            42,816           12.8 %

Selling, general, and administrative expenses              32,286            29,784            8.4 %
Operating income                                           16,021            13,032           22.9 %
Interest expense, net                                       5,224             3,641           43.5 %
Investment income                                              (3 )            (265 )        -98.9 %
Loss on extinguishment of debt                                  -             1,158             NM
Net periodic cost (income), excluding service cost          1,188               (12 )           NM
Income before income taxes                                  9,612             8,510           12.9 %
Income tax expense                                          1,816             2,236          -18.8 %
Consolidated net income                              $      7,796       $     6,274           24.3 %



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Table of Contents Net Sales: For the three months ended September 30, 2020, consolidated net sales increased to $104.2 million from $96.8 million for the three months ended September 30, 2019, an increase of $7.4 million or 7.6%. The increase in net sales was primarily driven by increased sales volume in the Smoking and Smokeless segments, partially offset by lower sales in the NewGen segment.

For the three months ended September 30, 2020, net sales in the Smokeless products segment increased to $29.8 million from $26.2 million for the three months ended September 30, 2019, an increase of $3.6 million or 13.7%. For the three months ended September 30, 2020, volume increased 10.3% and price/mix increased 3.4%. The increase in net sales was driven by the continuing double-digit volume growth of Stoker's® MST. Sales in chewing tobacco products were up double digits as compared to prior year.

For the three months ended September 30, 2020, net sales in the Smoking products segment increased to $36.0 million from $30.2 million for the three months ended September 30, 2019, an increase of $5.8 million or 19.0%. For the three months ended September 30, 2020, volume increased 18.0% and price/mix increased 1.0%. The increase in net sales was primarily related to double digit growth in US rolling papers and MYO cigar wraps, partially offset by a $2.0 million decline in Canada papers and a $0.3 million decline in non-focus cigars and MYO pipe.

For the three months ended September 30, 2020, net sales in the NewGen products segment decreased to $38.4 million from $40.4 million for the three months ended September 30, 2019, a decrease of $2.0 million or 4.8%. Flat performance in our vape distribution business and double-digit growth from Solace® and other Nu-X® products was offset by a decline in RipTide® which compared against a trade load-in during its launch in the prior year period.

Gross Profit: For the three months ended September 30, 2020, consolidated gross profit increased to $48.3 million from $42.8 million for the three months ended September 30, 2019, an increase of $5.5 million or 12.8%. Gross profit as a percentage of revenue increased to 46.4% for the three months ended September 30, 2020, compared to 44.2% for the three months ended September 30, 2019.

For the three months ended September 30, 2020, gross profit in the Smokeless products segment increased to $16.0 million from $13.6 million for the three months ended September 30, 2019, an increase of $2.5 million or 18.1%. Gross profit as a percentage of net sales increased to 53.9% of net sales for the three months ended September 30, 2020, from 51.9% of net sales for the three months ended September 30, 2019, primarily as a result of strong incremental margin contribution of MST.

For the three months ended September 30, 2020, gross profit in the Smoking products segment increased to $21.3 million from $16.6 million for the three months ended September 30, 2019, an increase of $4.6 million or 27.9%. Gross profit as a percentage of net sales increased to 59.1% of net sales for the three months ended September 30, 2020, from 55.0% of net sales for the three months ended September 30, 2019, as a result of increased US rolling paper sales and increased margin in MYO cigar sales as a result of the Durfort transaction.

For the three months ended September 30, 2020, gross profit in the NewGen products segment decreased to $11.0 million from $12.6 million for the three months ended September 30, 2019, a decrease of $1.6 million or 12.8%. Gross profit as a percentage of net sales decreased to 28.6% of net sales for the three months ended September 30, 2020, from 31.2% of net sales for the three months ended September 30, 2019 primarily due to temporary pricing pressure as competitors exited the market due to the PMTA deadline. For the three months ended September 30, 2020, gross profit included $2.3 million of tariff expenses compared to $2.6 million for the three months ended September 30, 2019.

Selling, General, and Administrative Expenses: For the three months ended September 30, 2020, selling, general, and administrative expenses increased to $32.3 million from $29.8 million for the three months ended September 30, 2019, an increase of $2.5 million or 8.4%. Selling, general and administrative expenses in the three months ended September 30, 2020 included $0.8 million of stock options, restricted stock and incentives expense, $0.6 million of transaction expenses and $5.3 million of expense related to PMTA. Selling, general and administrative expenses in the three months ended September 30, 2019 included $1.3 million of stock option, restricted stock and incentives expense, $0.5 million of transaction costs, $0.3 million in corporate and vapor restructuring and $2.0 million of new product launch costs for Nu-X products.

Interest Expense, net: For the three months ended September 30, 2020, as a result of the amortization of the debt discount on the Convertible Senior Notes of $1.8 million, interest expense, net increased to $5.2 million, from $3.6 million for the three months ended September 30, 2019.



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Table of Contents Investment Income: Investment income relating to investment of the MSA deposits was less than $0.1 million for the three months ended September 30, 2020, compared to approximately $0.3 million for the three months ended September 30, 2019.

Loss on Extinguishment of Debt: There was no loss on extinguishment of debt for the three months ended September 30, 2020, compared to $1.2 million for the three months ended September 30, 2019 related to the paying off of the 2018 Second Lien Credit Facility.

Net Periodic Cost (Income): Net periodic cost was $1.2 million for the three months ended September 30, 2020 as a result of the curtailment from the shutdown of the pension plan compared to net periodic income of less than $0.1 million for the three months ended September 30, 2019.

Income Tax Expense: Our income tax expense of $1.8 million was 18.9% of income before income taxes for the three months ended September 30, 2020 and included a discrete tax benefit of $0.6 million from the shutdown of the pension plan. Our effective income tax rate of 26.3% for the three months ended September 30, 2019 and included a discrete tax deduction $0.1 million relating to stock option exercises.

Consolidated Net Income: Due to the factors described above, consolidated net income for the three months ended September 30, 2020 and 2019, was $7.8 million and $6.3 million, respectively.

Comparison of the Nine Months Ended September 30, 2020, to the Nine Months Ended September 30, 2019

The table and discussion set forth below displays our consolidated results of operations (in thousands):



                                                           Nine Months Ended September 30,
                                                         2020             2019         % Change
Consolidated Results of Operations Data:
Net sales
Smokeless products                                   $     87,081       $  74,907           16.3 %
Smoking products                                           92,290          81,104           13.8 %
NewGen products                                           120,455         125,756           -4.2 %
Total net sales                                           299,826         281,767            6.4 %
Cost of sales                                             161,996         157,304            3.0 %
Gross profit
Smokeless products                                         46,580          39,723           17.3 %
Smoking products                                           53,066          43,841           21.0 %
NewGen products                                            38,184          40,899           -6.6 %
Total gross profit                                        137,830         124,463           10.7 %

Selling, general, and administrative expenses              95,436          79,455           20.1 %
Operating income                                           42,394          45,008           -5.8 %
Interest expense, net                                      15,198          11,233           35.3 %
Investment income                                            (128 )          (527 )        -75.7 %
Loss on extinguishment of debt                                  -           1,308             NM
Net periodic cost (income), excluding service cost            997             (34 )           NM
Income before income taxes                                 26,327          33,028          -20.3 %
Income tax expense                                          6,029           6,989          -13.7 %
Consolidated net income                              $     20,298       $  26,039          -22.0 %


Net Sales: For the nine months ended September 30, 2020, consolidated net sales increased to $299.8 million from $281.8 million for the nine months ended September 30, 2019, an increase of $18.1 million or 6.4%. The increase in net sales was primarily driven by increased sales volume in the Smoking and Smokeless segments, partially offset by lower sales in the NewGen segment.



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Table of Contents For the nine months ended September 30, 2020, net sales in the Smokeless products segment increased to $87.1 million from $74.9 million for the nine months ended September 30, 2019, an increase of $12.2 million or 16.3%. For the nine months ended September 30, 2020, volume increased 13.5% and price/mix increased 2.8%. The increase in net sales was primarily driven by the continuing double-digit volume growth of Stoker's® MST. Sales in chewing tobacco products were up mid-single digits as compared to prior year.

For the nine months ended September 30, 2020, net sales in the Smoking products segment increased to $92.3 million from $81.1 million for the nine months ended September 30, 2019, an increase of $11.2 million or 13.8%. For the nine months ended September 30, 2020, volume increased 12.5% and price/mix increased 1.3%. The increase in net sales was primarily related to double digit growth in US papers, partially offset by a $0.2 million decline in non-focus cigars and MYO pipe.

For the nine months ended September 30, 2020, net sales in the NewGen products segment decreased to $120.5 million from $125.8 million for the nine months ended September 30, 2019, a decrease of $5.3 million or 4.2%. The decrease in net sales was primarily the result of the non-focus and discontinued products as well as a decline in RipTide® which compared to a trade load-in during its launch in the prior year.

Gross Profit: For the nine months ended September 30, 2020, consolidated gross profit increased to $137.8 million from $124.5 million for the nine months ended September 30, 2019, an increase of $13.4 million or 10.7%. Gross profit as a percentage of revenue increased to 46.0% for the nine months ended September 30, 2020, compared to 44.2% for the nine months ended September 30, 2019.

For the nine months ended September 30, 2020, gross profit in the Smokeless products segment increased to $46.6 million from $39.7 million for the nine months ended September 30, 2019, an increase of $6.9 million or 17.3%. Gross profit as a percentage of net sales increased to 53.5% of net sales for the nine months ended September 30, 2020, from 53.0% of net sales for the nine months ended September 30, 2019, primarily as a result of strong incremental margin contribution of MST.

For the nine months ended September 30, 2020, gross profit in the Smoking products segment increased to $53.1 million from $43.8 million for the nine months ended September 30, 2019, an increase of $9.2 million or 21.0%. Gross profit as a percentage of net sales increased to 57.5% of net sales for the nine months ended September 30, 2020, from 54.1% of net sales for the nine months ended September 30, 2019, as a result of increased US paper sales and increased margin in MYO cigar sales as a result of the Durfort transaction.

For the nine months ended September 30, 2020, gross profit in the NewGen products segment decreased to $38.2 million from $40.9 million for the nine months ended September 30, 2019, a decrease of $2.7 million or 6.6%. Gross profit as a percentage of net sales decreased to 31.7% of net sales for the nine months ended September 30, 2020, from 32.5% of net sales for the nine months ended September 30, 2019 primarily due to temporary pricing pressure as competitors exited the market due to the PMTA deadline. For the nine months ended September 30, 2020, gross profit included $8.7 million of tariff expenses compared to $6.6 million for the nine months ended September 30, 2019.

Selling, General, and Administrative Expenses: For the nine months ended September 30, 2020, selling, general, and administrative expenses increased to $95.4 million from $79.5 million for the nine months ended September 30, 2019, an increase of $15.9 million or 20.1%. Selling, general and administrative expenses in the nine months ended September 30, 2020 included $2.0 million of stock options, restricted stock and incentives expense, $1.9 million of transaction expenses and $14.4 million of expense related to PMTA. Selling, general and administrative expenses in the nine months ended September 30, 2019 included $3.2 million of stock option, restricted stock and incentives expense, $1.6 million of transaction costs, $1.4 million in corporate and vapor restructuring and $3.7 million of new product launch costs for Nu-X products. These costs were partially offset by a net $5.5 million gain related to the settlement of the VMR Distribution and Supply agreement during the second quarter 2019.

Interest Expense, net: For the nine months ended September 30, 2020, as a result of the amortization of the debt discount on the Convertible Senior Notes of $5.3 million, interest expense, net increased to $15.2 million, from $11.2 million for the nine months ended September 30, 2019.

Investment Income: Investment income relating to investment of the MSA deposits was $0.1 million for the nine months ended September 30, 2020, compared to $0.5 million for the nine months ended September 30, 2019.



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Table of Contents Loss on Extinguishment of Debt: There was no loss on extinguishment of debt for the nine months ended September 30, 2020, compared to $1.3 million for the nine months ended September 30, 2019 related to the paying off of the 2018 Second Lien Credit Facility.

Net Periodic Cost (Income): Net periodic cost was $1.0 million for the nine months ended September 30, 2020 as a result of the curtailment from the shutdown of the pension plan compared to net periodic income of less than $0.1 million for the nine months ended September 30, 2019.

Income Tax Expense: Our income tax expense of $6.0 million was 22.9% of income before income taxes for the nine months ended September 30, 2020 and included a discrete tax deduction of $0.9 million relating to stock option exercises and a discrete tax benefit of $0.6 million from the shutdown of the pension plan. Our effective income tax rate of 21.2% for the nine months ended September 30, 2019 included a discrete tax deduction of $4.6 million relating to stock option exercises.

Consolidated Net Income: Due to the factors described above, consolidated net income for the nine months ended September 30, 2020 and 2019, was $20.3 million and $26.0 million, respectively.

EBITDA and Adjusted EBITDA

To supplement our financial information presented in accordance with generally accepted accounting principles in the United States, or U.S. GAAP, we use non-U.S. GAAP financial measures including EBITDA and Adjusted EBITDA. We believe Adjusted EBITDA provides useful information to management and investors regarding certain financial and business trends relating to our financial condition and results of operations. Adjusted EBITDA is used by management to compare our performance to that of prior periods for trend analyses and planning purposes and is presented to our Board of Directors. We believe that EBITDA and Adjusted EBITDA are appropriate measures of operating performance because they eliminate the impact of expenses that do not relate to operating performance. In addition, our credit agreements contain financial covenants which use Adjusted EBITDA calculations.

We define "EBITDA" as net income before interest expense, loss on extinguishment of debt, provision for income taxes, depreciation, and amortization. We define "Adjusted EBITDA" as net income before interest expense, loss on extinguishment of debt, provision for income taxes, depreciation, amortization, other non-cash items, and other items we do not consider ordinary course in our evaluation of ongoing operating performance.

Non-U.S. GAAP measures should not be considered a substitute for, or superior to, financial measures calculated in accordance with U.S. GAAP. Adjusted EBITDA excludes significant expenses required to be recorded in our financial statements by U.S. GAAP and is subject to inherent limitations. Other companies in our industry may calculate this non-U.S. GAAP measure differently than we do or may not calculate it at all, limiting its usefulness as a comparative measure. The tables below provide reconciliations between net income and Adjusted EBITDA.



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