TRULIEVE CANNABIS CORP. – 10-K/A of Operations.

FINANCIAL CONDITION AND RESULTS OF OPERATIONS


The following discussion of our financial condition and results of operations
should be read together with our consolidated financial statements and the
related notes included elsewhere in this Annual Report on Form 10-K. This
discussion contains forward-looking statements and involves numerous risks and
uncertainties, including but not limited to those described in the "Risk
Factors" section of this Annual Report on Form 10-K. Actual results may differ
materially from those contained in any forward-looking statements. You should
read "Cautionary Note Regarding Forward-Looking Statements" and "Risk Factors"
contained in this Annual Report on Form 10-K.

Overview


Trulieve is a vertically integrated cannabis company and multi-state operator
which currently holds licenses to operate in ten states and has received notice
of intent to award a license in an eleventh state. Headquartered in Quincy,
Florida, we are the market leader for quality medical cannabis products and
services in Florida and we have market leading retail operations in Arizona and
Pennsylvania. By providing innovative, high-quality products across our brand
portfolio, we aim to be the brand of choice for medical and adult-use customers
in all of the markets that we serve. We operate in highly regulated markets that
require expertise in cultivation, manufacturing, retail and logistics. We have
developed proficiencies in each of these functions and are committed to
expanding access to high quality cannabis products and delivering exceptional
customer experiences.

All of the states in which we operate have adopted legislation to permit the use
of cannabis products for medicinal purposes to treat specific conditions and
diseases, which we refer to as medical cannabis. Recreational marijuana, or
adult-use cannabis, is legal marijuana sold in licensed dispensaries to adults
ages 21 and older. Thus far, of the states in which we operate, only Arizona,
California, Colorado, Connecticut, Massachusetts, and Nevada have adopted
legislation permitting the commercialization of adult-use cannabis products.
Trulieve operates its business through its directly and indirectly owned
subsidiaries that hold licenses and have entered managed service agreements in
the states in which they operate. As of March 16, 2022, we operated 162
dispensaries, with 113 dispensaries in Florida, 19 affiliated dispensaries in
Pennsylvania, 17 dispensaries in Arizona, five dispensaries in California, three
dispensaries in Maryland, two dispensaries in Massachusetts, two dispensaries in
West Virginia and one dispensary in Connecticut, and we operated cultivation and
processing facilities in Arizona, Colorado, Florida, Maryland, Massachusetts,
Nevada, Pennsylvania, and West Virginia. As of December 31, 2021, we employed
over 9,000 people and we are committed to providing patients and adult
consumers, which we refer to herein as "customers," a consistent and welcoming
retail experience across Trulieve branded stores and affiliated retail
locations.

Our business and operations center around the Trulieve brand philosophy of
"Customers First" which permeates our culture beginning with high- quality and
efficient cultivation and manufacturing practices, focus on the consumer
experience at Trulieve branded and affiliated retail locations, at our in-house
call center and where available at customer residences through a robust home
delivery program. Our investments in vertically integrated operations in several
of our markets afford us ownership of the entire supply chain which mitigates
third-party risks and allows us to completely control product quality and brand
experience. We believe that this contributes to high customer retention and
brand loyalty. We successfully operate our core business functions of
cultivation, production and distribution at scale, and are skilled at rapidly
increasing capacity without any interruption to existing operations.

Trulieve has identified five regional geographic hubs in the U.S. and has
established cannabis operations in three of the five hubs: Southeast, Northeast,
and Southwest. In each of our three regional hubs we have market leading
positions in cornerstone states and additional operations and assets in other
state markets. Our hubs are managed by national and regional management teams
supported by our corporate headquarters in Florida.

Southeast Hub


Our southeast hub operations are anchored by our cornerstone market of Florida.
Trulieve was the first licensed operator in the medical market in Florida with
initial sales in 2016. Publicly available reports filed with the Florida Office
of Medical Marijuana Use show Trulieve has the most dispensing locations and the
greatest dispensing volume across product categories out of all licensed medical
marijuana businesses in the state as of December 31, 2021. Trulieve cultivates
and produces all of its products in-house and distributes those products to
customers in Trulieve branded stores (dispensaries) throughout Florida, as well
as via home delivery.

As of December 31, 2021, Trulieve operated cultivation and processing facilities
across thirteen sites and 111 retail dispensaries throughout the state. In
accordance with Florida law, Trulieve grows all of its cannabis in secure
enclosed indoor facilities and greenhouse structures. In furtherance of our
customer-first focus, we have developed a suite of Trulieve branded products,
including flower, edibles, vaporizer cartridges, concentrates, topicals,
capsules, tinctures, dissolvable powders, and nasal sprays. This wide variety of
products gives customers the ability to select the product that consistently
delivers the desired effect and in their preferred method of delivery.

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In Georgia, Trulieve received a Notice of Intent to award a Class 1 Production
License from the Georgia Access to Medical Cannabis Commission in July 2021. The
Notice of Intent to award is a notice of the Georgia Access to Medical Cannabis
Commission's expected contract award to Trulieve GA pending resolution of a
protest process. If the contract is awarded, Trulieve GA will hold one of two
Class 1 Production Licenses in the state and will be permitted to cultivate
cannabis for the manufacture of low tetrahydrocannabinol, or THC oil.

Northeast Hub

Our northeast hub operations are anchored by our cornerstone market of
Pennsylvania.


We conduct cultivation, processing, and retail operations through its direct and
indirect subsidiaries with permits for retail operations and grower/processor
operations in Pennsylvania. These subsidiaries operate cultivation and
processing facilities in McKeesport, Reading, and Carmichael, Pennsylvania to
support our affiliated network of retail dispensaries and wholesale distribution
network across the state.

We operate three medical dispensaries and conducts wholesale sales supported by
cultivation and processing in Hancock, Maryland.


We operate two retail dispensaries in Massachusetts, serving medical adult use
customers in Northampton and adult use customers in Worcester. Our retail
operations are supported by cultivation and manufacturing operations in Holyoke.
We commenced wholesale sales in September 2021. Trulieve was the first to offer
sales of clones supporting home grow for residents in the Massachusetts market
in August 2021.

We operate a medical cannabis dispensary located in Bristol, Connecticut. Under
Connecticut's adult-use cannabis legislation, which was enacted July 1, 2021,
Trulieve can seek regulatory approval to expand sales at this dispensary to
include adult use sales.

We operate two medical dispensaries in Morgantown and Weston, West Virginia,
supported by cultivation and processing operations in Huntington, West Virginia.
Trulieve has been awarded and has acquired permits to operate up to a total of
nine dispensaries in West Virginia.

Southwest Hub


Our southwest hub operations are anchored by our cornerstone market of Arizona.
In Arizona, Trulieve holds a market-leading position, offering medical and adult
use customers a wide range of branded and third-party products, including brand
partner products. We also serve medical and adult use customers in California.
Trulieve conducts wholesale operations in Nevada and Colorado, serving the
medical and adult use markets in each state.

Components of Results of Operations

Revenue

We derive our revenue from cannabis products which we manufacture, sell and
distribute to our customers by home delivery and in our dispensaries.

Gross Profit


Gross profit includes the costs directly attributable to product sales and
includes amounts paid to produce finished goods, such as flower, and
concentrates, as well as packaging and other supplies, fees for services and
processing, allocated overhead which includes allocations of rent,
administrative salaries, utilities, and related costs. Cannabis costs are
affected by various state regulations that limit the sourcing and procurement of
cannabis product, which may create fluctuations in margins over comparative
periods as the regulatory environment changes.

Sales and Marketing


Sales and marketing expenses consist of marketing expenses related to marketing
programs for our products. Personnel related costs related to additional
dispensaries are the primary costs of sales and marketing. As we continue to
expand and open additional dispensaries, we expect our sales and marketing
expenses to continue to increase.

General and Administrative


General and administrative expenses represent costs incurred at our corporate
offices, primarily related to personnel costs, including salaries, incentive
compensation, benefits, and other professional service costs, including legal
and accounting. We expect to

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continue to invest considerably in this area to support our expansion plans and
to support the increasing complexity of the cannabis business. Furthermore, we
expect to continue to incur acquisition and transaction costs related to our
expansion plans, and we anticipate a significant increase in compensation
expenses related to recruiting and hiring talent, accounting, and legal and
professional fees associated with becoming compliant with the Sarbanes-Oxley Act
and other public company corporate expenses.

Depreciation and Amortization


Depreciation expense is calculated on a straight-line basis using the estimated
useful life of each asset. Estimated useful life is determined by asset class
and is reviewed on an annual basis and revised if necessary. Amortization
expense is amortized using the straight-line method over the estimated useful
life of the intangible assets. Useful lives for intangible assets are determined
by type of asset with the initial determination of useful life determined during
the valuation of the business combination. On an annual basis, the useful lives
of each intangible class of assets are evaluated for appropriateness and
adjusted if appropriate.

Other Income (Expense), Net


Interest and other income (expense), net consist primarily of interest income,
interest expense, and the impact of the revaluation of the liability classified
warrants.

Provision for Income Taxes

Provision for income taxes is calculated using the asset and liability method.
Deferred income tax assets and liabilities are determined based on enacted tax
rates and laws for the years in which the differences are expected to reverse.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion or all of the deferred
tax assets will not be realized.

As we operate in the cannabis industry, we are subject to the limits of IRC
Section 280E under which we are only allowed to deduct expenses directly related
to costs of goods sold.


Results of Operations

Year Ended December 31, 2021 Compared to Year Ended December 31, 2020

Revenue

                                   Year Ended                      Change
                                  December 31,             Increase / (Decrease)
                               2021          2020               $               %
                                 (in thousands)

Revenues, net of discounts $ 938,385 $ 521,533 $ 416,852

80 %




Revenue for the year ended December 31, 2021 was $938.4 million, an increase of
$416.9 million, from $521.5 million for the year ended December 31, 2020.
Increase in revenue is the result of increased locations, increased or new
wholesale operations in specific markets, organic growth in retail sales due to
an increase in products available for purchase and overall customer count and
acquisitions, most notably the acquisition of Harvest Health & Recreation, Inc.
("Harvest") in October 2021.

Cost of Goods Sold

                            Year Ended                      Change
                           December 31,             Increase / (Decrease)
                        2021          2020              $                %
                          (in thousands)
Cost of goods sold    $ 372,255     $ 135,116     $      237,139         176 %
% of total revenues          40 %          26 %



Cost of goods sold for the year ended December 31, 2021 was $372.3 million, an
increase of $237.1 million, from $135.1 million for the year ended December 31,
2020, primarily in correlation with the increase in revenues. Cost of goods sold
as a percentage of revenue increased from 26% for the year ended December 31,
2020 to 40% for the year ended December 31, 2021 due to our inventory step-up
related to acquisitions, increased wholesale business which is generally lower
margin than retail sales, increased depreciation related to capital expenditures
in cultivation and processing to support business growth and expansion into new
markets which are not fully vertical, resulting in the sale of third party
products, and therefore yield lower margin than the Florida vertical market.

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Gross Profit

                            Year Ended                      Change
                           December 31,             Increase / (Decrease)
                        2021          2020               $               %
                          (in thousands)

Gross profit $ 566,130 $ 386,417 $ 179,713 47 %
% of total revenues 60 % 74 %




Gross profit for the year ended December 31, 2021 was $566.1 million, up $179.7
million or 47% from $386.4 million for the year ended December 31, 2020, as a
result of an increase in retail sales due to an increase in the number of
dispensaries and customer count. Gross profit as a percentage of revenue
decreased from 74% for the year ended December 31, 2020 to 60%, for the year
ended December 31, 2021. This decrease is caused by inventory step-up related to
acquisitions, increased wholesale business, which is generally lower margin than
retail sales, increased depreciation related to capital expenditures in
cultivation and processing to support business growth, expansion into new
markets which are not fully vertical and therefore yield lower margin than the
Florida vertical market and macro-economic factors centered around prices and
labor.

Sales and Marketing Expenses

                                     Year Ended                      Change
                                    December 31,             Increase / (Decrease)
                                 2021          2020              $                %
                                   (in thousands)
Sales and marketing expenses   $ 215,144     $ 119,395     $       95,749          80 %
% of total revenues                   23 %          23 %



Sales and marketing expenses increased from $119.4 million for the year ended
December 31, 2020, to $215.1 million for the year ended December 31, 2021, an
increase of $95.7 million. The increase in sales and marketing is the result of
a higher headcount for the year, as we continue to add additional dispensaries
in efforts to maintain and further drive higher growth in sales and market
share. This increased headcount resulted in higher personnel costs, which is the
primary driver for the increase year over year.

General and Administrative Expenses

                                            Year Ended                     Change
                                           December 31,            Increase / (Decrease)
                                        2021          2020             $               %
                                          (in thousands)

General and administrative expenses $ 100,573 $ 36,056 $ 64,517 179 %
% of total revenues

                          11 %          7 %



General and administrative expenses for the year ended December 31, 2021
increased to $100.6 million from $36.1 million for the year ended December 31,
2020, an increase of $64.5 million. The increase in general and administrative
expense is the result of significant expenses incurred to acquire and integrate
new subsidiaries, most notably Harvest.

Impairment and Disposal of Long-lived Assets

                                              Year Ended                          Change
                                             December 31,                  Increase / (Decrease)
                                          2021            2020               $                %
                                            (in thousands)
Loss on impairment and disposal of
long-lived assets                     $      5,371      $     63        $     5,308           8,425 %
% of total revenues                              1 %           0 %


Loss on impairment and disposal of long-lived assets for the year ended December
31, 2021 increased to 5.4 million from $63 for the year ended December 31, 2020,
an increase of 5.3 million. The increase is primarily due to the write off of
certain licenses in our Southwest hub due to market changes and the disposal of
certain long-lived assets.

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Depreciation and Amortization Expenses

                                             Year Ended                     Change
                                            December 31,            Increase / (Decrease)
                                          2021         2020             $               %
                                           (in thousands)

Depreciation and amortization expense $ 48,096 $ 12,600 $ 35,496 282 %
% of total revenues

                            5 %          2 %



Depreciation and amortization expenses for the year ended December 31, 2021 was
$48.1 million, up $35.5 million, or 282%, from $12.6 million for the year ended
December 31, 2020. The overall increase in depreciation and amortization
expenses was due to amortization of intangibles acquired and fair valued in
acquisitions, investment in infrastructure that resulted in more capitalized
assets from the additional dispensaries. Furthermore, depreciation expense
increased due to additional finance leases added.

Total Other Income (Expense), Net

                                 Year Ended                      Change
                                December 31,             Increase / (Decrease)
                             2021          2020              $                %
                               (in thousands)
Total other expense, net   $ 33,440      $ 60,854      $      (27,414 )       (45 )%
% of total revenues              (4 )%        (12 )%



Total other income (expense), net for the year ended December 31, 2021 was $33.4
million, a decrease of $27.4 million or (45)%, from $60.9 million for the year
ended December 31, 2020. The overall decrease is primarily driven by $42.7
million of other expense due to revaluation of warrants, offset by increased
interest expense.

On December 10, 2020, the Company entered into a Supplemental Warrant Indenture
with Odyssey Trust Company pursuant to which it amended the terms of the issued
and outstanding subordinate voting share purchase warrants of the Company (the
"Public Warrants") to convert the exercise price of the Public Warrants to
$13.47 per share, the U.S. dollar equivalent of the Canadian dollar exercise
price of the Public Warrants of C$17.25. As a result of this, the Public
Warrants converted to equity and eliminated the necessity of revaluation expense
on these warrants. The Company did acquire Canadian dollar warrants in the
acquisition of Harvest and recorded income related to the revaluation of these
warrants in the fourth quarter of the year ended December 31, 2021.
Additionally, interest expense increased as a result of new debt to support
business growth, additional finance leases and additional construction finance
liabilities acquired in the Harvest acquisition.

Provision for Income Taxes

                                   Year Ended                     Change
                                  December 31,            Increase / (Decrease)
                               2021          2020             $                %
                                 (in thousands)

Provision for income taxes $ 146,061 $ 94,451 $ 51,610

    55 %
Effective tax rate                  89 %         60 %



Income tax expense for the year ended December 31, 2021 increased to $146.1
million from $94.5 million for the year ended December 31, 2020, an increase of
$51.6 million as a result of a $179.7 million increase in gross profit for the
same periods. Under IRC Section 280E, cannabis companies are only allowed to
deduct expenses that are directly related to production of the products. The
increase in income tax expense is due to the significant increase in gross
profit as well as an increase in expenses with are not tax deductible under 280E

Net Income

                                           Year Ended                     Change
                                          December 31,            Increase / (Decrease)
                                        2021         2020             $                %
                                         (in thousands)

Net income and comprehensive income $ 17,445 $ 62,998 $ (45,553 ) (72 )%





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Net income for the year ended December 31, 2021 was $17.4 million, a decrease of
$45.6 million or 72%, from $63.0 million for the year ended December 31, 2020.
The decrease in net income was driven primarily by an increase in revenue due to
increased dispensary locations, expansion of wholesale business, and
acquisitions. This increase in revenue was offset by increased cost of goods
sold driven by inventory step-up, expansion into new markets which are not fully
vertical and therefore yield lower margin than Florida, and increased
depreciation related to capital expenditures in cultivation and processing. In
addition, increases in sales and marketing and general and administrative
expenses such significant expenses incurred to acquire and integrate new
subsidiaries, most notably Harvest, increases in personnel costs, dispensary
expenses, depreciation and amortization, interest expense, ramping
infrastructure and go-forward compliance, all contributed to the offset in net
income. Income taxes also significantly increased period over period due to
higher gross profit.

Year Ended December 31, 2020 Compared to Year Ended December 31, 2019

Revenue, Net of Discounts

                                     Year Ended                        Change
                                    December 31,               Increase / (Decrease)
                                 2020            2019              $                %
                               (dollars in thousands)

Revenues, net of discounts $ 521,533 $ 252,819 $ 268,714

106 %




Revenue for the year ended December 31, 2020 was $521.5 million, an increase of
$268.7 million, from $252.8 million for the year ended December 31, 2019.
Increase in revenue is primarily the result of an increase in our organic growth
in retail sales due to the increase in products available for purchase and
overall customer count. In addition, we opened 28 additional dispensaries for
the year ended December 31, 2020, which increased retail sales year over year.

Cost of Goods Sold

                              Year Ended                        Change
                             December 31,               Increase / (Decrease)
                          2020             2019             $               %
                        (dollars in thousands)
Cost of goods sold    $     135,116      $ 60,982     $      74,134          122 %
% of total revenues              26 %          24 %



Cost of goods sold for the year ended December 31, 2020 was $135.1 million, an
increase of $74.1 million, from $61.0 million for the year ended December 31,
2019 due to increased retail sales as a result of our increase in dispensaries
and customer count. Our cost of goods sold as a percentage of revenue increased
from 24% for the year ended December 31, 2019 to 26% for the year ended December
31, 2020 due to the change in product mix, expansion into new markets, one-time
costs associated with the implementation of SAP, and inventory flow-through.

Gross Profit

                              Year Ended                        Change
                             December 31,               Increase / (Decrease)
                          2020            2019              $                %
                        (dollars in thousands)
Gross profit          $    386,417      $ 191,837     $      194,580         101 %
% of total revenues             74 %           76 %



Gross profit for the year ended December 31, 2020 was $386.4 million, an
increase of $194.6 million, from $191.8 million for the year ended December 31,
2019. Gross profit as a percentage of revenue decreased from December 31, 2019
compared to December 31, 2020 from 76% to 74%, respectively. This decrease is
caused by an increase in depreciation related to capital expenditures in
cultivation and processing to support business growth, expansion into new
markets, one-time costs associated with the SAP implementation, inventory
flow-through and product mix.

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Sales and Marketing Expenses

                                       Year Ended                        Change
                                      December 31,               Increase / (Decrease)
                                   2020             2019             $               %
                                 (dollars in thousands)
Sales and marketing expenses   $     119,395      $ 59,349     $      60,046          101 %
% of total revenues                       23 %          23 %



Sales and marketing expenses increased from $59.3 million for the year ended
December 31, 2019, to $119.4 million for the year ended December 31, 2020, an
increase of $60.0 million. The increase in sales and marketing is the result of
a higher headcount for the year, as we continue to add additional dispensaries
in efforts to maintain and further drive higher growth in sales and market
share. This increased headcount resulted in higher personnel costs, which is the
primary driver for the increase year over year.

General and Administrative Expenses

                                                Year Ended                            Change
                                               December 31,                   Increase / (Decrease)
                                          2020              2019               $                  %
                                          (dollars in thousands)

General and administrative expenses $ 36,056 $ 14,071 $

    21,985                156 %
% of total revenues                              7 %               6 %



General and administrative expenses for the year ended December 31, 2020
increased to $36.1 million from $14.1 million for the year ended December 31,
2019 an increase of $22.0 million. The increase in general and administrative
expense is primarily the result of entering new markets and ramping up our
infrastructure to support growth initiatives and go-forward compliance.

Impairment and Disposal of Long-lived Assets

                                                 Year Ended                                Change
                                                December 31,                       Increase / (Decrease)
                                         2020                  2019                $                    %
                                           (dollars in thousands)
Loss on impairment and disposal
of long-lived assets               $             63       $            67     $         (4 )                (6 )%
% of total revenues                               0 %                   0 %

During the years ended December 31, 2020 and December 31, 2019 the Company had a
nominal amount of disposals on property and equipment.

Depreciation and Amortization Expenses

                                                   Year Ended                           Change
                                                  December 31,                  Increase / (Decrease)
                                             2020               2019              $                 %
                                             (dollars in thousands)

Depreciation and amortization expenses $ 12,600 $ 5,079

 $      7,521             148 %
% of total revenues                                 2 %                2 %



Depreciation and amortization expenses for the year ended December 31, 2020 were
$12.6 million, up $7.5 million, or 148% from $5.1 million for the year ended
December 31, 2019. The overall increase in depreciation and amortization
expenses was due to investment in infrastructure that resulted in more
capitalized assets from the additional dispensaries. Furthermore, depreciation
expense increased due to additional finance leases added.

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Total Other Income (Expense), Net

                              Year Ended                        Change
                             December 31,               Increase / (Decrease)
                          2020             2019             $               %
                        (dollars in thousands)
Total other expense   $     60,854       $  9,590     $      51,264          535 %
% of total revenues             12 %            4 %



Total other expense for the year ended December 31, 2020 was $60.9 million, an
increase of $51.3 million or 535%, from $9.6 million for the year ended December
31, 2019. The overall increase is the result of our revaluation of debt warrants
impacted by the increases in our stock value which were originally denominated
in Canadian dollars. The expense for the year ended December 31, 2020 was $42.7
million compared to $0.8 million for the year ended December 31, 2019.

On December 10, 2020, the Company entered into a Supplemental Warrant Indenture
with Odyssey Trust Company pursuant to which it amended the terms of the issued
and outstanding subordinate voting share purchase warrants of the Company (the
"Public Warrants") to convert the exercise price of the Public Warrants to
$13.47 per share, the U.S. dollar equivalent of the Canadian dollar exercise
price of the Public Warrants of C$17.25. As a result of this, the Public
Warrants converted to equity and eliminated the necessity of revaluation expense
in future periods. Additionally, interest expense increased as a result of the
addition of finance leases to support business growth, for the year ended
December 31, 2020.

Provision for Income Taxes

                                     Year Ended                        Change
                                    December 31,               Increase / (Decrease)
                                 2020             2019             $                %
                               (dollars in thousands)
Provision for income taxes   $     94,451       $ 50,586     $       43,865          87 %
Effective tax rate                     60 %           49 %



Income tax expense for the year ended December 31, 2020 increased to $94.5
million from $50.6 million for the year ended December 31, 2019, an increase of
$43.9 million as a result of a $194.6 million increase in gross profit for the
same periods. Under IRC Section 280E, cannabis companies are only allowed to
deduct expenses that are directly related to production of the products. The
increase in income tax expense is due to the significant increase in gross
profit as a result of the increase in retail sales partially offset by increase
in production costs as a percentage of revenue.

Net Income and Comprehensive Income

                                               Year Ended                            Change
                                              December 31,                   Increase / (Decrease)
                                          2020              2019              $                  %
                                         (dollars in thousands)

Net income and comprehensive income $ 62,998 $ 53,095 $

     9,903                 19 %



Net income for the year ended December 31, 2020 was $63.0 million, an increase
of $9.9 million, or 19%, from $53.1 million for the year ended December 31,
2019. The increase in net income was driven primarily by an increase in retail
sales as a result of opening twenty-eight additional dispensaries in Florida
during the year ended December 31, 2020. This net increase to net income was
offset by gross profit which was driven by increased depreciation related to
capital expenditures in cultivation and processing, expansion into new markets,
one-time costs associated with the SAP implementation, inventory flow-through
and product mix. In addition, increases in sales and marketing and general and
administrative expenses such as personnel costs, dispensary expenses,
depreciation, interest expense, costs of entering new markets, ramping up
infrastructure and go-forward compliance, all contributed to the offset in net
income. Income taxes also significantly increased period over period due to
higher profit. Lastly, other expense increased as a result of the revaluation of
our debt warrants for the year ended December 31, 2020.

Liquidity and Capital Resources

Sources of Liquidity


Since our inception, we have funded our operations and capital spending through
cash flows from product sales, loans from affiliates and entities controlled by
our affiliates, third-party debt and proceeds from the sale of our capital
stock. We are generating

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cash from sales and are deploying our capital reserves to acquire and develop
assets capable of producing additional revenues and earnings over both the
immediate and near term to support our business growth and expansion. Our
current, principal sources of liquidity are our cash and cash equivalents
provided by our operations and debt and equity offerings. Cash and cash
equivalents consist primarily of cash on deposit with banks and money market
funds. Cash and cash equivalents were $230.6 million and $146.7 million as of
December 31, 2021 and 2020, respectively.

We believe our existing cash balances will be sufficient to meet our anticipated
cash requirements from the date of this Annual Report on Form 10-K through at
least the next 12 months.

Our primary uses of cash are for working capital requirements, capital
expenditures and debt service payments. Additionally, from time to time, we may
use capital for acquisitions and other investing and financing activities.
Working capital is used principally for our personnel as well as costs related
to the growth, manufacture and production of our products. Our capital
expenditures consist primarily of additional facilities and dispensaries,
improvements in existing facilities and product development.

To the extent additional funds are necessary to meet our long-term liquidity
needs as we continue to execute our business strategy, we anticipate that they
will be obtained through incurrence of additional indebtedness, additional
equity financings or a combination of these potential sources of funds. There
can be no assurance that we will be able to obtain additional funds on terms
acceptable to us, on a timely basis or at all. The failure to obtain sufficient
funds on acceptable terms when needed could have a material adverse effect on
the results of operations, and financial condition.

The following table presents our cash and outstanding debt as of the dates
indicated:

                                          Year Ended        Year Ended
                                         December 31,      December 31,
                                             2021              2020
                                                 (in thousands)
Cash and cash equivalents                $     230,646     $     146,713
Outstanding debt and warrant liabilities
Notes payable                                   16,600             6,000
Notes payable - related party                        -            12,011
Private placement notes                        462,929           117,165
Warrant liabilities                              2,895                 -
Operating lease liabilities                    131,970            31,397
Finance lease liabilities                       71,429            38,935
Construction finance liabilities               176,189            82,047

Total debt and warrant liabilities $ 862,012 $ 287,555

Cash Flows

The table below highlights our cash flows for the periods indicated.


                                                            Year Ended
                                                           December 31,
                                              2021             2020             2019
                                                          (in thousands)
Net cash provided by operating
activities                                $     12,898     $     99,643     $     19,073
Net cash used in investing activities         (215,184 )       (174,654 )        (94,672 )
Net cash provided by financing
activities                                     289,232          129,911     

142,982

Net increase in cash and cash
equivalents                                     86,946           54,900     

67,383

Cash, cash equivalents, and restricted
cash, beginning of year                        146,713           91,813     

24,430

Cash, cash equivalents, and restricted
cash, end of year                         $    233,659     $    146,713     $     91,813


Cash Flow from Operating Activities


Net cash provided by operating activities was $12.9 million for the year ended
December 31, 2021, a decrease of $86.7 million, compared to $99.6 million net
cash provided by operating activities during the year ended December 31, 2020.
This is primarily due to acquisitions, most notably Harvest, and the resulting
integration and transaction costs as well as the inventory step-up and increased
depreciation and amortization expenses

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Net cash provided by operating activities was $99.6 million for the year ended
December 31, 2020, an increase of $80.6 million, compared to $19.1 million net
cash provided by operating activities during the year ended December 31, 2019.
This is primarily due to organic growth of our business partially offset by net
working capital including inventory, as we ramp the business to support the
growth.

Cash Flow from Investing Activities


Net cash used in investing activities was $215.2 million for the year ended
December 31, 2021, an increase of $40.5 million, compared to the $174.7 million
net cash used in investing activities for the year ended December 31, 2020. The
increase is due to the increase of property and equipment purchases for the
construction of additional dispensaries and continued expansion of our
cultivation and processing facilities. This increase is offset by the sale of
the Florida license that occurred simultaneously with the acquisition of Harvest
as well as the cash acquired through the Harvest acquisition.

Net cash used in investing activities was $174.7 million for the year ended
December 31, 2020, an increase of $80.0 million, compared to the $94.7 million
net cash used in investing activities for the year ended December 31, 2019. The
increase is due to an acquisition in 2020 and the increase of property and
equipment purchases for the construction of additional dispensaries and
continued expansion of our cultivation and processing facilities during the year
ended December 31, 2020.

Cash Flow from Financing Activities


Net cash provided by financing activities was $289.2 million for the year ended
December 31, 2021, an increase of $159.3 million, compared to the $129.9 million
net cash provided by financing activities for the year ended December 31, 2020.
The increase was primarily related to proceeds from private placement notes and
proceeds from the private placement issuance of shares offset by payments on
notes that occurred for the year ended December 31, 2021.

Net cash provided by financing activities was $129.9 million for the year ended
December 31, 2020, a decrease of $13.1 million, compared to the $143.0 million
net cash provided by financing activities for the year ended December 31, 2019.
The increase was primarily related to $83.2 million of proceeds for the issuance
of shares offering that occurred for the year ended December 31, 2020. The
increase was partially offset by the $122.2 million in net proceeds received
from the debt issuance in 2019.

Funding Sources

Finance Liability, “June Warrants” and “November Warrants”


On June 18, 2019, we completed an offering using our Canadian prospectus of
70,000 units (the "June Units"), comprised of an aggregate principal amount of
US$70.0 million of 9.75% senior secured notes maturing in 2024 (the "June
Notes") and an aggregate amount of 1,470,000 subordinate voting share warrants
(each individual warrant being a "June Warrant") at a price of US$980 per June
Unit for gross proceeds of US$68.6 million. Each June Unit was comprised of one
June Note issued in denominations of $1,000 and 21 June Warrants.

On November 7, 2019, we completed an offering using our Canadian prospectus of
60,000 units (the "November Units"), comprised of an aggregate principal amount
of US$60.0 million of 9.75% senior secured notes maturing in 2024 (the "November
Notes") and an aggregate amount of 1,560,000 subordinate voting share warrants
(each individual warrant being a "November Warrant") at a price of US$980 per
November Unit for a gross proceeds of US$61.1 million. Each November Unit was
comprised of one November Note issued in denominations of $1,000 and 26 November
Warrants.

Secured Promissory Notes

On October 6, 2021, the Company closed on a private placement of 8% Senior
Secured Notes (the ""Notes") for aggregate gross proceeds of $350.0 million and
net proceeds of $342.6 million. The Notes were issued at 100% face value, bear
an interest rate of 8% per annum payable semi-annually in equal installments
until the maturity date, unless earlier redeemed or repurchased. The Notes
mature on October 6, 2026 and may be redeemed in whole or in part, at any time
from time to time, on or after October 6, 2023 at the applicable redemption
price set forth in the trust indenture dated as of June 18, 2019 (the "Base
Indenture"), as supplemented by a supplemental trust indenture dated as of
October 6, 2021 (the "Supplemental Indenture" and, the Base Indenture as
supplemented by the Supplemental Indenture, the "Indenture"), by and between the
Company and Odyssey Trust Company, as trustee. The Company used a portion of the
net proceeds to redeem certain outstanding indebtedness of Harvest, and intends
to use the remaining net proceeds for capital expenditures and other general
corporate purposes. The Indenture governing the Notes contains covenants that,
among other things, limit the ability of the Company and its restricted
subsidiaries to, among other things, declare or pay dividends or make certain
other payments; purchase, redeem or otherwise acquire or retire for value any
equity interests or otherwise make any restricted payments; conduct certain
asset sales or consolidate, merge or transfer all or substantially all of the
assets of the Company and its subsidiaries on a consolidated basis; make certain
restricted investments, incur certain indebtedness or grant certain liens, or
enter into certain affiliate transactions. These covenants are subject to a
number of other limitations and exceptions as set forth in the Indenture.

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Unsecured Promissory Notes


On April 10, 2017, we entered into an unsecured promissory note with a 12%
annual interest rate, which was amended in January 2019 to extend the maturity
by three years to 2022, with a balance as of December 31, 2019 of $4.0 million.
On December 17, 2017, we entered into a promissory note dated December 7, 2017,
with a 12% annual interest rate and a balance as of December 31, 2019 of $2.0
million. Each promissory note is due in 2022. The promissory notes were repaid
in full during the year ended December 31, 2021.

Related Party Promissory Notes


In May 2018, the Company entered into two separate unsecured promissory notes
(the "Traunch Four Note" and the "Rivers Note") for a total of $12.0 million.
The Traunch Four Note was held by Traunch Four, LLC, an entity whose direct and
indirect owners included Kim Rivers, the Chief Executive Officer and Chair of
the Board, as well as Thad Beshears, Richard May, George Hackney, all of whom
are directors of Trulieve, and certain of Richard May's family members. The
Rivers Note was held by Kim Rivers. Each promissory note had a 24-month maturity
and 12% annual interest rate. The two unsecured promissory notes were repaid in
November 2021.

In February 2019, the Company entered into a 24-month unsecured loan with an 8%
annual interest rate with Benjamin Atkins, a former director and shareholder for
$0.3 million. The loan was issued in March 2019. The Company determined that the
stated interest rate was below market rates and recorded an insignificant debt
discount using an annual discount interest rate of 12%.

Balance Sheet Exposure


At December 31, 2021 and 2020, 100% of our balance sheet is exposed to U.S.
cannabis-related activities. We believe our operations are in material
compliance with all applicable state and local laws, regulations and licensing
requirements in the states in which we operate. However, cannabis remains
illegal under U.S. federal law. Substantially all our revenue is derived from
U.S. cannabis operations. For information about risks related to U.S. cannabis
operations, please refer to the "Risk Factors" section of this Annual Report on
Form 10-K.

Contractual Obligations

At December 31, 2021, we had the following contractual obligations to make
future payments, representing contracts and other commitments that are known and
committed:

                              <1 Year      1 to 3 Years     3 to 5 Years     >5 Years        Total
                                                          (in thousands)
Accounts payable and
accrued liabilities          $   94,073   $            -   $            -   $         -   $    94,073
Notes payable                    10,144            5,376               19         1,061        16,600
Private placement notes               -          130,000          350,000             -       480,000
Operating lease
liabilities                      21,826           42,267           40,510       110,758       215,361
Finance lease liabilities        12,102           26,281           21,234        42,311       101,928
Construction finance
liabilities                      22,463           47,143           48,771       427,747       546,124
Total                        $  160,608   $      251,067   $      460,534   $   581,877   $ 1,454,086



For additional information on our commitments for financing arrangements, future
lease payments and other obligations, see Item 8, Note 10. Notes Payable, Note
12. Private Placement Notes, Note 13. Leases, Note 14. Construction Finance
Liabilities, and Note 20. Commitments and Contingencies, for additional
information.

Critical accounting policies and estimates

Critical accounting estimates


The preparation of the consolidated financial statements in conformity with GAAP
requires management to make judgments, estimates, and assumptions about the
carrying amounts of assets and liabilities that are not readily apparent from
other sources. The estimates and underlying assumptions are reviewed on an
ongoing basis. The estimates and associated assumptions are based on historical
experience and other factors that are considered to be relevant. Actual results
may differ from these estimates, and revisions to accounting estimates are
recognized in the period in which the estimate is revised.

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Significant judgments, estimates, and assumptions that have the most significant
effect on the amounts recognized in the consolidated financial statements are
described below.

Inventory

The net realizable value of inventories represents the estimated selling price
for inventories in the ordinary course of business, less all estimated costs of
completion and costs necessary to make the sale. The determination of net
realizable value requires significant judgment, including consideration of
factors such as shrinkage, the aging of and future demand for inventory,
expected future selling price, what we expect to realize by selling the
inventory and the contractual arrangements with customers. Reserves for excess
and obsolete inventory are based upon quantities on hand, projected volumes from
demand forecasts and net realizable value. The estimates are judgmental in
nature and are made at a point in time, using available information, expected
business plans and expected market conditions. As a result, the actual amount
received on sale could differ from the estimated value of inventory. Periodic
reviews are performed on the inventory balance. The impact of changes in
inventory reserves is reflected in cost of goods sold.

Estimated Useful Lives and Depreciation and Amortization of Property and
Equipment and Intangible Assets


Depreciation and amortization of property and equipment and intangible assets
are dependent upon estimates of useful lives, which are determined through the
exercise of judgment. The assessment of any impairment of these assets is
dependent upon estimates of recoverable amounts that take into account factors
such as economic and market conditions and the useful lives of assets.

Accounting for Acquisitions and Business Combinations


Classification of an acquisition as a business combination or an asset
acquisition depends on whether the assets acquired constitute a business, which
can be a complex judgment. Whether an acquisition is classified as a business
combination or asset acquisition can have a significant impact on the entries
made on and after acquisition.

In determining the fair value of all identifiable assets, liabilities and
contingent liabilities acquired, the most significant estimates relate to
contingent consideration and intangible assets. Management exercises judgement
in estimating the probability and timing of when earn-outs are expected to be
achieved, which is used as the basis for estimating fair value. For any
intangible asset identified, depending on the type of intangible asset and the
complexity of determining its fair value, an independent valuation expert or
management may develop the fair value, using appropriate valuation techniques,
which are generally based on a forecast of the total expected future net cash
flows.

Cannabis licenses are the primary intangible asset acquired in business
combinations as they provide the Company the ability to operate in each market.
However, some cannabis licenses are subject to renewal and therefore there is
some risk of non-renewal for several reasons, including operational, regulatory,
legal or economic. To appropriately consider the risk of non-renewal, the
Company applies probability weighting to the expected future net cash flows in
calculating the fair value of these intangible assets. The key assumptions used
in these cash flow projections include discount rates and terminal growth rates.
Of the key assumptions used, the impact of the estimated fair value of the
intangible assets have the greatest sensitivity to the estimated discount rate
used in the valuation. The terminal growth rate represents the rate at which
these businesses will continue to grow into perpetuity. Other significant
assumptions include revenue, gross profit, operating expenses and anticipated
capital expenditures which are based upon the Corporation's historical
operations along with management projections.

The evaluations are linked closely to the assumptions made by management
regarding the future performance of these assets and any changes in the discount
rate applied.


Income Taxes

The Company uses the asset and liability method to account for income taxes.
Deferred income tax assets and liabilities are determined based on enacted tax
rates and laws for the years in which the differences are expected to reverse.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion or all of the deferred
tax assets will not be realized. As the Company operates in the cannabis
industry, it is subject to the limits of IRC Section 280E under which the
Company is only allowed to deduct expenses directly related to the cost of
producing the products or cost of production.

The Company recognizes uncertain income tax positions at the largest amount that
is more-likely-than-not to be sustained upon examination by the relevant taxing
authority. An uncertain income tax position will not be recognized if it has
less than a 50% likelihood of being sustained. Recognition or measurement is
reflected in the period in which the likelihood changes.

Impairment Assessments

Impairment assessment estimates applies to goodwill, long-lived assets, and
right-of-use assets.

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Goodwill is allocated at the date the goodwill is initially recorded. We
evaluate goodwill for impairment annually or more frequently when an event
occurs or circumstances change that indicates the carrying value may not be
recoverable. We review our long-lived assets, such as property and equipment,
intangible assets, and right-of-use assets for impairment whenever events or
changes in circumstances indicate that the carrying amount of an asset or asset
group may not be recoverable. Significant judgment and estimates are required
when determining the fair value of these assets for impairment tests.

Share-Based Payment Arrangements


We use the Black-Scholes pricing model to determine the fair value of options
and warrants granted to employees and directors under share-based payment
arrangements, where appropriate. In estimating fair value, management is
required to make certain assumptions and estimates such as the expected life of
units, volatility of future share price, risk free rates, and future dividend
yields at the initial grant date. Changes in assumptions used to estimate fair
value could result in materially different results.

Commitments and Contingencies


From time to time, the Company may be involved in litigation relating to claims
arising out of operations in the normal course of business. Periodically, the
Company reviews the status of each significant matter and assesses the potential
financial exposure. If the potential loss from any claim or legal proceeding is
considered probable, and the amount can be reliably estimated, such amount is
recognized in contingencies. Contingent liabilities are measured at management's
best estimate of the expenditure required to settle the obligation at the end of
the reporting period and are discounted to present value where the effect is
material. The Company performs evaluations to identify onerous contracts and,
where applicable, records contingent liabilities for such contracts.

Fair Value of Financial Instruments


The Company applies fair value accounting for all financial assets and
liabilities that are recognized or disclosed at fair value in the financial
statements on a recurring basis. The Company uses judgment to select the methods
used to make certain assumptions and in performing the fair value calculations
in order to determine (a) the values attributed to each component of a
transaction at the time of their issuance; (b) the fair value measurements for
certain instruments that require subsequent measurement at fair value on a
recurring basis; and (c) for disclosing the fair value of financial instruments.
These valuation estimates could be significantly different because of the use of
judgment and the inherent uncertainty in estimating the fair value of these
instruments that are not quoted in an active market.

Critical accounting policies

Inventory


Our inventories primarily consist of raw materials, internally-produced work in
process, and finished goods and packaging materials. Costs incurred during the
growing and production process are capitalized as incurred to the extent that
cost is less than net realizable value. The costs include materials, labor and
manufacturing overhead used in the growing and production processes. Pre-harvest
costs are capitalized. Our inventory of purchased finished goods and packing
materials are initially valued at cost and subsequently at the lower of cost and
net realizable value.

Leases

ASC Topic 842 is a standard that requires lessees to increase transparency and
comparability among organization by requiring the recognition of Right of Use
Assets "ROU" assets and lease liabilities on the balance sheet. The requirements
of this standard include a significant increase in required disclosures to meet
the objectives of enabling users of financial statements to assess the amount,
timing, and uncertainty of cash flows arising from leases. The new standard was
effective beginning January 1, 2019 and the standard was adopted using the
modified retrospective transition approach, which allows us to recognize a
cumulative effect adjustment to the opening balance of accumulated deficit in
the period of adoption rather than restate comparative prior year periods.

Revenue Recognition


We recognize revenue in accordance with ASU 2014-09, Revenue from Contracts with
Customers (Topic 606). Through our application of the standard, we recognize
revenue to depict the transfer of promised goods to our customers in an amount
that reflects the consideration of which we expect to be entitled to in exchange
for those goods. We contract with our customers for the sale of dried cannabis,
cannabis oil and other cannabis related products that consist of multiple
performance obligations. Revenue from the direct sale of cannabis to customers
for a fixed price is recognized when we transfer control of the goods to the
customer at the point of sale and the customer has paid for the goods.

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Share Based Compensation


We account for share-based compensation expense in accordance with FASB ASC 718
Compensation - Stock Compensation, which requires the measurement and
recognition of share-based compensation expense based on estimated fair values,
for all stock based payment awards made to employees. We measure the share-based
payment awards based on its estimated fair value of the awards using the
Black-Scholes option pricing model, and the fair value of the Company's common
stock on the date of grant, for the warrants and options. We measure the
share-based payment awards based on its estimated fair value of the awards using
the Black-Scholes option pricing model for warrants and options, and the fair
value of the Company's common stock on the date of grant for restricted stock
awards ("RSUs").

Off-Balance Sheet Arrangements


As of the date of this Annual Report on Form 10-K, we do not have any
off-balance-sheet arrangements that have, or are reasonably likely to have, a
current or future effect on the results of operations or financial condition of,
including, and without limitation, such considerations as liquidity and capital
resources.

Management’s Use of Non-GAAP Measures


Our management uses financial measures that are not in accordance with generally
accepted accounting principles in the U.S., or GAAP, in addition to financial
measures in accordance with GAAP to evaluate our operating results. These
non-GAAP financial measures should be considered supplemental to, and not a
substitute for, our reported financial results prepared in accordance with GAAP.
Adjusted EBITDA is a financial measure that is not defined under GAAP. Our
management uses this non-GAAP financial measure and believes it enhances an
investor's understanding of our financial and operating performance from period
to period because it excludes certain material non-cash items and certain other
adjustments management believes are not reflective of our ongoing operations and
performance. Adjusted EBITDA excludes from net income as reported interest,
provision for income taxes, depreciation and amortization to arrive at EBITDA.
This is then adjusted for items that do not represent the operations of the core
business such as inventory step-up for fair value adjustments in purchase
accounting, integration and transition costs, acquisition and transaction costs,
other non-recurring costs, expenses related to the COVID-19 pandemic,
impairments and disposals of long-lived assets, the results of entities
consolidated as VIEs but not legally controlled and operated by the Company, and
other income and expense items. Integration and transition costs include those
costs related to integration of acquired entities and to transition major
systems or processes. Acquisition and transaction costs relate to specific
transactions such as acquisitions whether contemplated or completed and
regulatory filings and costs related to equity and debt issuances. Other
non-recurring costs includes miscellaneous items which are not expected to
reoccur frequently such as inventory adjustments related to specific issues and
unusual litigation. During the year ended December 31, 2021, the Company
adjusted the definition of Adjusted EBITDA to include expenses incurred as a
result of the COVID-19 pandemic. Adjusted EBITDA for the year ended December 31,
2020 has been adjusted to reflect this current definition. Additionally, certain
reclassifications have been made to Adjusted EBITDA for prior periods to conform
to the current period presentation.

Trulieve reports Adjusted EBITDA to help investors assess the operating
performance of the Company's business. The financial measures noted above are
metrics that have been adjusted from the GAAP net income measure in an effort to
provide readers with a normalized metric in making comparisons more meaningful
across the cannabis industry, as well as to remove non-recurring, irregular and
one-time items that may otherwise distort the GAAP net income measure.

As noted above, our Adjusted EBITDA is not prepared in accordance with GAAP, and
should not be considered in isolation of, or as an alternative to, measures
prepared in accordance with GAAP. There are a number of limitations related to
the use of Adjusted EBITDA rather than net income, which is the most directly
comparable financial measure calculated and presented in accordance with GAAP.
Because of these limitations, we consider, and you should consider, Adjusted
EBITDA together with other operating and financial performance measures
presented in accordance with GAAP. A reconciliation of Adjusted EBITDA from net
income, the most directly comparable financial measure calculated in accordance
with GAAP, has been included herein immediately following our discussion of
"Adjusted EBITDA".

Adjusted EBITDA

                        Year Ended                      Change
                       December 31,             Increase / (Decrease)
                    2021          2020               $               %
                      (in thousands)
Adjusted EBITDA   $ 384,581     $ 260,077     $       124,504         48 %




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Adjusted EBITDA for the year ended December 31, 2021, was $384.6 million, an
increase of $124.5 million or 48%, from $260.1 million for the year ended
December 31, 2020. The following table presents a reconciliation of GAAP net
income (loss) to non-GAAP Adjusted EBITDA, for each of the periods presented:

                                                        Year Ended December 31,
                                                   2021           2020           2019
                                                             (in thousands)
Net income and comprehensive income
attributable to common shareholders             $   18,032     $   62,998     $   53,095
Add (deduct) impact of:
Interest expense                                    34,787         20,237          9,050
Provision for income taxes                         146,061         94,451         50,586
Depreciation and amortization                       48,096         12,600   

5,079

Depreciation included in cost of goods sold 24,073 11,542

7,992

EBITDA                                             271,049        201,828   

125,802

Inventory step up, fair value                       41,189            955              -
Integration and transition costs                    25,601              -              -
Acquisition and transaction costs                   15,831          4,724              -

Share-based compensation and related premiums 13,444 2,765

           -
Other non-recurring expenses                         6,797              -              -
COVID related expenses                               6,188          9,125              -
Loss on impairment and disposal of long-lived
assets                                               5,371             63   

67

Results of entities not legally controlled             458              -              -
Other expense (income), net                         (1,139 )       (2,062 )         (266 )
Change in fair value of derivative liabilities
- warrants                                            (208 )       42,679            806
Total adjustments                                  113,532         58,249            607
Adjusted EBITDA                                 $  384,581     $  260,077     $  126,409

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