0001628280-24-047300 | 10-Q | XBRL Viewer | Ascend Wellness Holdings INC

INTANGIBLE ASSETS AND GOODWILL

9 Months Ended

Sep. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]


(in thousands)	September 30, 2024		December 31, 2023
Intangible Assets
Licenses and permits	$	262,017	$	250,867
In-place leases	19,963		19,963
Trade names	380		380
	282,360		271,210
Accumulated amortization:
Licenses and permits	(53,708)		(34,427)
In-place leases	(16,081)		(14,951)
Trade names	(380)		(380)
	(70,169)		(49,758)

Total intangible assets, net	$	212,191	$	221,452

Amortization expense related to intangible assets was $6,842 and $5,876 during the three months ended September 30, 2024 and 2023, respectively, and $20,411 and $17,703 during the nine months ended September 30, 2024 and 2023, respectively. Total amortization expense capitalized to inventory was $755 and $685 during the three months ended September 30, 2024 and 2023, respectively, and $2,263 and $2,106 during the nine months ended September 30, 2024 and 2023, respectively. At September 30, 2024 and December 31, 2023, $1,278 and $916, respectively, of amortization expense remained capitalized as part of inventory.

No impairment indicators were noted during the nine months ended September 30, 2024 or 2023 and, as such, we did not record any impairment charges during either period.

Goodwill


(in thousands)
Balance, December 31, 2023	$	47,538
Acquisitions(1)	2,261
Adjustments to purchase price allocation(1)	(200)
Balance, September 30, 2024	$	49,599

(1)Refer to Note 4, “Acquisitions,” for additional information.

SUBSEQUENT EVENTS	9 Months Ended
SUBSEQUENT EVENTS	Sep. 30, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	SUBSEQUENT EVENTS Management has evaluated subsequent events to determine if events or transactions occurring through the filing date of this Quarterly Report on Form 10-Q require adjustment to or disclosure in the Company’s Financial Statements. There were no events that require adjustment to or disclosure in the Financial Statements, except as disclosed.

INTANGIBLE ASSETS AND GOODWILL - Narrative (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense	$ 6,842,000	$ 5,876,000	$ 20,411,000	$ 17,703,000
Amortization expense capitalized to inventory during the period	755,000	$ 685,000	2,263,000	2,106,000
Inventory, capitalized amortization	$ 1,278,000		1,278,000		$ 916,000
Intangible asset impairment			$ 0	$ 0

LEASES - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Leases [Abstract]
Operating cash flows from operating leases	$ 30,898	$ 27,581
Operating cash flows from finance leases	154	138
Financing cash flows from finance leases	366	256
ROU assets obtained in exchange for new lease obligations - Operating leases	9,560	34,583
ROU assets obtained in exchange for new lease obligations - Finance leases	$ 0	$ 1,159

RELATED PARTY TRANSACTIONS (Details) $ in Thousands	9 Months Ended
RELATED PARTY TRANSACTIONS (Details) $ in Thousands	Sep. 30, 2024 USD ($)
Related Party Transactions [Abstract]
Significant related party transactions	$ 0

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Cash flows from operating activities
Net loss	$ (68,203)	$ (28,871)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	48,689	44,192
Amortization of operating lease assets	1,451	827
Non-cash interest expense	6,380	7,082
Equity-based compensation expense	15,805	13,976
Deferred income taxes	(10,177)	(10,875)
Gain on sale of assets	(11)	(226)
Other	11,765	17,837
Changes in operating assets and liabilities, net of effects of acquisitions
Accounts receivable	(10,477)	(11,278)
Inventory	(4,760)	(5,693)
Other current assets	1,186	(5,726)
Other noncurrent assets	(759)	(484)
Accounts payable and accrued liabilities	(5,079)	12,601
Other current liabilities	(148)	615
Lease liabilities	(1,767)	(569)
Income taxes payable	54,231	25,258
Net cash provided by operating activities	38,126	58,666
Cash flows from investing activities
Additions to capital assets	(17,510)	(16,012)
Investments in notes receivable	(600)	(15,169)
Collection of notes receivable	8,345	245
Proceeds from sale of assets	11	15,000
Acquisition of businesses, net of cash acquired	(9,800)	(19,857)
Purchase of intangible assets	(10,450)	(15,943)
Net cash used in investing activities	(30,004)	(51,736)
Cash flows from financing activities
Proceeds from issuance of common stock in private placement	0	7,000
Proceeds from issuance of debt	217,413	0
Repayments of debt	(215,786)	(23,188)
Debt issuance costs	(6,658)	0
Repayments under finance leases	(366)	(256)
Taxes withheld under equity-based compensation plans, net	(5,060)	(711)
Proceeds from the exercise of stock options	175	0
Payment of contingent consideration	(4,842)	0
Distributions to non-controlling interests	(227)	0
Net cash used in financing activities	(15,351)	(17,155)
Net decrease in cash, cash equivalents, and restricted cash	(7,229)	(10,225)
Cash, cash equivalents, and restricted cash at beginning of period	72,508	74,146
Cash, cash equivalents, and restricted cash at end of period	65,279	63,921
Supplemental Cash Flow Information
Interest paid	15,460	20,579
Income tax (refunds) payments, net	(9,671)	7,057
Non-cash investing and financing activities
Capital expenditures incurred but not yet paid	2,981	6,102
Taxes withheld under equity-based compensation plans, net	953	214
Financing costs incurred but not yet paid	535	0
Non-controlling interest recognized upon initial consolidation of variable interest entities	1,050	0
Issuance of shares in business acquisitions	$ 0	$ 4,770

COMMITMENTS AND CONTINGENCIES	9 Months Ended
COMMITMENTS AND CONTINGENCIES	Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	COMMITMENTS AND CONTINGENCIES Commitments The Company does not have significant future annual commitments, other than related to leases and debt, which are disclosed in Notes 10 and 11, respectively, and certain payments related to acquisitions, as disclosed in Note 4. The Company has commercial relationships with license holders across the markets in which it operates with mutually beneficial purchasing and supply arrangements entered into in the ordinary course of business. Through the acquisition of Story of PA CR, LLC (“Story of PA”) in April 2022, the Company is party to a research collaboration agreement with the Geisinger Commonwealth School of Medicine (“Geisinger”), a Pennsylvania Department of Health-Certified Medical Marijuana Academic Clinical Research Center, through which to which the Company will help fund clinical research to benefit the patients of Pennsylvania. A total of up to $10,000 of additional funding may be provided pursuant to the research collaboration agreement and is expected to be funded over the course of the ten years following the transaction date based on a percentage of annual revenues associated with the underlying operations, of which none has been funded to date. This additional $10,000 is included within “Other non-current liabilities” on the unaudited Condensed Consolidated Balance Sheets at September 30, 2024 and December 31, 2023. Legal and Other Matters The Company’s operations are subject to a variety of local and state regulations. Failure to comply with one or more of those regulations could result in fines, restrictions on its operations, or losses of permits that could result in the Company ceasing operations. While management believes that the Company is in compliance with applicable local and state regulations as of September 30, 2024 in all material respects, cannabis regulations continue to evolve and are subject to differing interpretations, and accordingly, the Company may be subject to regulatory fines, penalties, or restrictions in the future. State laws that permit and regulate the production, distribution, and use of cannabis for adult-use or medical purposes are in direct conflict with the Controlled Substances Act (21 U.S.C. § 811) (the “CSA”), which makes cannabis use and possession federally illegal. Although certain states and territories of the United States authorize medical and/or adult-use cannabis production and distribution by licensed or registered entities, under United States federal law, the possession, use, cultivation, and transfer of cannabis and any related drug paraphernalia is illegal and any such acts are criminal acts under federal law under the CSA. Although the Company’s activities are believed to be compliant with applicable state and local laws, strict compliance with state and local laws with respect to cannabis may neither absolve the Company of liability under United States federal law, nor may it provide a defense to any federal proceeding which may be brought against the Company. The Company may be, from time to time, subject to various administrative, regulatory, and other legal proceedings arising in the ordinary course of business. Contingent liabilities associated with legal proceedings are recorded when a liability is probable and the contingent liability can be estimated. We do not accrue for contingent losses that, in our judgment, are considered to be reasonably possible but not probable. At September 30, 2024 there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on our consolidated results of operations, other than as disclosed below. MedMen NY Litigation On February 25, 2021, the Company entered into a definitive investment agreement (the “Investment Agreement”) with subsidiaries of MedMen Enterprises Inc. (“MedMen”), under which we would have, subject to regulatory approval, completed an investment (the “Investment”) of approximately $73,000 in MedMen NY, Inc. (“MMNY”), a licensed medical cannabis operator in the state of New York. Following the completion of the transactions contemplated by the Investment Agreement, we were expected to hold all the outstanding equity of MMNY. Specifically, the Investment Agreement provided that at closing, the Company was going to pay to MedMen’s senior lenders $35,000, less certain transaction costs and a prepaid deposit of $4,000, and AWH New York, LLC was going to issue a senior secured promissory note in favor of MMNY’s senior secured lender in the principal amount of $28,000, guaranteed by AWH, which cash investment and note would be used to reduce the amounts owed to MMNY’s senior secured lender. Following its investment, AWH would hold a controlling interest in MMNY equal to approximately 86.7% of the equity in MMNY, and be provided with an option to acquire MedMen’s remaining interest in MMNY in the future for a nominal additional payment, which option the Company intended to exercise. The Investment Agreement also required AWH to make an additional investment of $10,000 in MMNY, which investment would also be used to repay MMNY’s senior secured lender, if adult-use cannabis sales commenced in MMNY’s dispensaries. The Company contends that, in December 2021, the parties to the Investment Agreement received the required approvals from the State of New York to close the transactions contemplated by the Investment Agreement, but MedMen has disputed the adequacy of the approvals provided by the State of New York. The Company delivered notice to MedMen in December 2021 that it wished to close the transactions as required by the Investment Agreement. Nevertheless, MedMen, on January 2, 2022, gave notice to the Company that MedMen purported to terminate the Investment Agreement. Following receipt of such notice, on January 13, 2022, the Company filed a complaint against MedMen and others in the Commercial Division of the Supreme Court of the State of New York (the “Court”), requesting specific performance that the transactions contemplated by the Investment Agreement must move forward, and such other relief as the Court may deem appropriate. The Company simultaneously moved for a temporary restraining order and preliminary injunction (the “Motion”) requiring MedMen to operate its New York business in the ordinary course of business and to refrain from any activities or transactions that might impair, encumber, or dissipate MedMen’s New York assets. The parties resolved the Motion via a “Stipulation and Order” entered by the Court on January 21, 2022 that required that MMNY operate only in compliance with the law and in a manner consistent with its ordinary course of business that preserved all assets of MMNY. It further required MMNY to not take certain actions, including any actions that would have a material adverse effect on MedMen’s New York business. On March 27, 2023, the parties entered a further stipulation that modified the January 21, 2022 Stipulation and Order by lifting the Court’s prohibition against a sale or transfer of MMNY or its assets, without waiver of any claims that the Company might have in the event of such a transaction. That further stipulation modifying the January 21, 2022 Stipulation and Order was entered by the Court on August 1, 2023. On January 24, 2022, MedMen filed counterclaims against the Company, alleging that Ascend had breached the Investment Agreement, and seeking declaratory relief that MedMen had properly terminated the Investment Agreement. On February 14, 2022, the Company moved to dismiss MedMen’s counterclaims and filed an amended complaint (the “First Amended Complaint”) that included additional claims against MedMen for breach of contract. The First Amended Complaint contained several causes of action, including for breach of contract and breach of the covenant of good faith and fair dealing. The First Amended Complaint sought damages in addition to continuing to seek injunctive and declaratory relief. On March 7, 2022, MedMen filed amended counterclaims, an answer, and affirmative defenses to the First Amended Complaint. On March 28, 2022, the Company moved to dismiss MedMen’s amended counterclaims. On April 20, 2022, the parties entered into a stipulation extending the time for MedMen to oppose the Company’s motion to dismiss until May 5, 2022. In addition, the parties agreed to stay all discovery, including both party and non-party discovery. On May 5, 2022, the parties filed another stipulation order with the Court adjourning until further notice from the Court MedMen’s time to oppose the Company’s motion to dismiss MedMen’s amended counterclaims. The parties again stipulated that all discovery remains stayed pending further order from the Court. On May 10, 2022, the Company and MedMen signed a term sheet (the “Term Sheet”), pursuant to which the parties agreed to use best efforts to enter into a settlement agreement and enter into new or amended transactional documents. Specifically, if consummated, the agreements contemplated by the Term Sheet would have entailed, among other things, the Company paying MedMen $15,000 in additional transaction consideration, and MedMen withdrawing its counterclaims against the Company. Per the amended transaction terms contemplated in the Term Sheet, upon closing, the Company would have received a 99.99% controlling interest in MMNY and the Company would have paid MedMen $74,000, which reflected the original transaction consideration plus an additional $11,000 per the parties’ Term Sheet, less a $4,000 deposit that the Company already paid. The amended transaction terms contemplated in the Term Sheet also would have required MedMen to provide a representation and warranty that the status of the MMNY assets had not materially changed since December 31, 2021 and an acknowledgement that the representations and warranties from the Investment Agreement would survive for three months after the closing of the contemplated transactions. However, after the Company determined that MedMen could not make or provide the representations and warranties that MedMen would have been required to make as part of the contemplated transactions, the Company determined that it no longer intended to consummate the contemplated transactions. On September 30, 2022, the Company sought leave from the Court to file a second amended complaint (the “Second Amended Complaint”). The Second Amended Complaint contains breach of contract claims against MedMen, as well as a claim for the breach of the implied covenant of good faith and fair dealing, and a claim for anticipatory breach of contract. In connection with those claims, the Company is no longer seeking injunctive or declaratory relief; however, the Company continues to seek damages from MedMen, including, but not limited to, the return of the $4,000 deposit, approximately $2,400 of advances pursuant to a working capital loan agreement (as described in Note 6, “Notes Receivable”) and other capital expenditure advances paid to MMNY by the Company. On November 21, 2022, the parties entered into a stipulation whereby MedMen agreed to the filing of the Second Amended Complaint, which is now the Company’s operative pleading in the litigation. In addition, in the stipulation, the Company agreed that it would not contest MedMen’s filing of second amended counterclaims against the Company while reserving all rights with respect to any such counterclaims. Because the parties agreed to the filing of each side’s amended pleadings, on November 28, 2022, the Court determined that Ascend’s March 2022 motion to dismiss was moot. On December 21, 2022, MedMen filed its second amended counterclaims, an answer, and affirmative defenses to the Company’s Second Amended Complaint. In addition to the allegations in MedMen’s earlier pleadings, MedMen now also alleged that the Company breached the Term Sheet. On January 20, 2023, the Company moved to dismiss MedMen’s second amended counterclaims. On August 18, 2023, the Court issued a Decision and Order on the Company’s motion to dismiss, dismissing seven of MedMen’s ten counterclaims, including each of the counterclaims brought by MedMen relating to the Term Sheet. On September 26, 2023, MedMen filed a motion seeking leave to file its third amended counterclaims, in which MedMen seeks to revive its previously dismissed counterclaims relating to the Term Sheet. On October 24, 2023, the Company filed an opposition to that motion for leave. As further discussed below, the Court denied that motion on February 2, 2024. In addition, on October 18, 2023, MedMen filed a Notice of Appeal of the Court’s August 18, 2023 Decision and Order with respect to the dismissal of MedMen’s three counterclaims relating to the Term Sheet. On November 1, 2023 the Company filed a Notice of Cross-Appeal with respect to the Court’s determination that the Company’s motion to dismiss was not subject to New York’s anti-SLAPP statute. Both parties have yet to perfect the appeals. On February 2, 2024, the Court issued a Decision and Order denying MedMen’s motion for leave to file its third amended counterclaims. On February 21, 2024, the current counsel-of-record for MedMen filed an order to show cause with the Court seeking leave to withdraw as counsel and stay proceedings for thirty days to permit MedMen time to obtain new counsel. On March 20, 2024, the Court granted such withdrawal motion and appointed April 25, 2024 as the deadline for MedMen to obtain new counsel, which, as of the date of filing of this Form 10-Q, had not occurred. On April 26, 2024, MedMen announced that it made an assignment into bankruptcy pursuant to Canada’s Bankruptcy and Insolvency Act on April 24, 2024 and B. Riley Farber Inc. was appointed as its bankruptcy trustee. In addition, MedMen announced that MedMen’s wholly owned subsidiary, MM CAN USA, Inc., a California corporation, was placed into receivership in the Los Angeles Superior Court, Santa Monica Division on April 23, 2024 to effectuate an orderly dissolution and liquidation of its California-based assets. MedMen further announced that it intends to initiate additional receivership proceedings in those U.S. states where MM CAN USA, Inc. controls or owns assets, through which the operations and assets of MedMen’s subsidiaries will be dissolved or liquidated pursuant to applicable laws in the United States. On May 21, 2024, the Los Angeles Superior Court issued an order confirming the appointment a receiver for MM CAN USA, Inc. The receiver has submitted monthly reports to the Los Angeles Superior Court estimating that the liabilities of MedMen’s subsidiaries likely significantly exceed the estimated liquidated value of MedMen's subsidiaries and their respective assets, and such reports indicate that efforts to dissolve, liquidate, or abandon such assets are ongoing. During the year ended December 31, 2022, following the Company’s decision to no longer consummate the contemplated transactions, the Company established an estimated reserve of $3,700 related to the amounts that it has been actively pursuing collecting, which reserve is included within “Other current assets” on the unaudited Condensed Consolidated Balance Sheet as of December 31, 2023. During the nine months ended September 30, 2024, the Company increased the estimated reserve by $5,447, which is included within “General and administrative expenses” on the unaudited Condensed Consolidated Statements of Operations and within “Other” on the unaudited Condensed Consolidated Statements of Cash Flows. The total reserve as of September 30, 2024 is reflective of all outstanding balances and of which $2,422 is included within “Notes receivable” on the unaudited Condensed Consolidated Balance Sheet, $6,695 is included within “Other current assets,” and the remainder is included within “Other noncurrent assets.” Other Matter In April 2021, the Company, through a subsidiary, entered into a settlement agreement with TVP, LLC, TVP Grand Rapids, LLC and, TVP Alma, LLC (collectively, the “TVP Parties”) regarding a dispute related to a purchase agreement for the Company’s potential acquisition of certain real estate properties in Michigan. As part of that settlement, the Company issued historical equity units to the TVP Parties to be held in the name of an escrow agent (the “Escrow Units”). The Escrow Units were fully issued and outstanding as of the settlement date and were to remain in the escrow account until such time as the TVP Parties exercised an option to hold the Escrow Units directly (the “Put Option”), which could be exercised for three years. In February 2024, the TVP Parties notified the Company that they were exercising the Put Option and the transfer was completed in May 2024, at which time the Escrow Units were released to the TVP Parties and the TVP Parties transferred to the Company the equity interests of the entities that hold three real estate properties. The underlying properties were determined to have a total fair value of $5,400 as of the settlement date, which was included within “Other noncurrent assets” on the unaudited Condensed Consolidated Balance Sheet as of December 31, 2023 and was reclassified to “Property and equipment, net” as of the transfer date. Prior to the completion of the transfer, the Company operated dispensaries at these locations pursuant to lease agreements, which operations will continue at the now-owned properties.

INTANGIBLE ASSETS AND GOODWILL - Goodwill (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2024 USD ($)
Goodwill [Roll Forward]
Goodwill, beginning balance	$ 47,538
Acquisitions	2,261
Adjustments to purchase price allocation	(200)
Goodwill, ending balance	$ 49,599

- Definition

Amount, after accumulated impairment loss, of asset representing future economic benefit arising from other asset acquired in business combination or from joint venture formation or both, that is not individually identified and separately recognized.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 49
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482785/280-10-55-49

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482548/350-20-55-24

Reference 3: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 100
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-100

Reference 4: http://www.xbrl.org/2003/role/exampleRef
-Topic 852
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481372/852-10-55-10

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(15))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 45
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482598/350-20-45-1

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-03(10)(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478546/942-210-S99-1

+ Details

LEASES (Tables)

9 Months Ended

Sep. 30, 2024

Leases [Abstract]

Schedule of Components of Lease Assets and Lease Liabilities

The components of lease assets and lease liabilities and their classification on the unaudited Condensed Consolidated Balance Sheets were as follows:


(in thousands)	Classification	September 30, 2024		December 31, 2023
Lease assets
Operating leases	Operating lease right-of-use assets	$	138,776	$	130,556
Finance leases	Property and equipment, net	1,355		1,772
Total lease assets		$	140,131	$	132,328

Lease liabilities
Current liabilities
Operating leases	Operating lease liabilities, current	$	5,125	$	3,660
Finance leases	Current portion of debt, net	549		496
Noncurrent liabilities
Operating leases	Operating lease liabilities, noncurrent	267,414		261,087
Finance leases	Long-term debt, net	777		1,196
Total lease liabilities		$	273,865	$	266,439

Schedule of Lease Cost

The components of lease costs and classification within the unaudited Condensed Consolidated Statements of Operations were as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2024		2023		2024		2023
Operating lease costs
Capitalized to inventory	$	9,349	$	9,262	$	27,459	$	25,960
General and administrative expenses	980		651		3,117		1,914
Total operating lease costs	$	10,329	$	9,913	$	30,576	$	27,874

Finance lease costs
Amortization of leased assets(1)	$	139	$	138	$	417	$	320
Interest on lease liabilities	48		68		154		138
Total finance lease costs	$	187	$	206	$	571	$	458

(1)Included as a component of depreciation expense within “General and administrative expenses” on the accompanying unaudited Condensed Consolidated Statements of Operations.

The following table presents information on short-term and variable lease costs:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2024		2023		2024		2023


Total short-term and variable lease costs	$	1,195	$	1,176	$	3,162	$	3,353

Schedule of Supplemental Cash and Non-Cash Information for Leases

The following table includes supplemental cash and non-cash information related to our leases:


	Nine Months Ended September 30,
(in thousands)	2024		2023
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	30,898	$	27,581
Operating cash flows from finance leases	154		138
Financing cash flows from finance leases	366		256
ROU assets obtained in exchange for new lease obligations
Operating leases	$	9,560	$	34,583
Finance leases	—		1,159

Schedule Of Weighted Average Remaining Lease Term and Discount Rate

The following table summarizes the weighted-average remaining lease term and discount rate:


	September 30, 2024		December 31, 2023
Weighted-average remaining term (years)
Operating leases	13.5		14.3
Finance leases	2.3		3.0
Weighted-average discount rate
Operating leases	15.1	%	15.1	%
Finance leases	13.7	%	13.7	%

Schedule of Operating Lease, Liability Maturity

The amounts of future undiscounted cash flows related to the lease payments over the lease terms and the reconciliation to the present value of the lease liabilities as recorded on our unaudited Condensed Consolidated Balance Sheet as of September 30, 2024 are as follows:


(in thousands)	Operating Lease Liabilities		Finance Lease Liabilities
Remainder of 2024	$	10,586	$	173
2025	43,257		693
2026	43,595		572
2027	44,759		103
2028	45,967		—
Thereafter	488,667		—
Total lease payments	676,831		1,541
Less: imputed interest	404,292		215
Present value of lease liabilities	$	272,539	$	1,326

Schedule of Finance Lease Liability Maturity


(in thousands)	Operating Lease Liabilities		Finance Lease Liabilities
Remainder of 2024	$	10,586	$	173
2025	43,257		693
2026	43,595		572
2027	44,759		103
2028	45,967		—
Thereafter	488,667		—
Total lease payments	676,831		1,541
Less: imputed interest	404,292		215
Present value of lease liabilities	$	272,539	$	1,326

Schedule of Financing Liability, Maturity Schedule

The following table presents cash payments due under transactions that did not qualify for sale leaseback treatment. The cash payments are allocated between interest and liability reduction, as applicable. The “sold” assets remain within land, buildings, and leasehold improvements, as appropriate, for the duration of the lease and a financing liability equal to the amount of proceeds received is recorded within “Long-term debt, net” on the accompanying unaudited Condensed Consolidated Balance Sheets.


(in thousands)	Remainder of 2024		2025		2026		2027		2028		Thereafter		Total
Cash payments due under financing liabilities	$	623	$	2,525	$	2,599	$	2,676	$	2,755	$	6,722	$	17,900

STOCKHOLDERS’ EQUITY - Narrative (Details)	Sep. 30, 2024 vote $ / shares shares	Dec. 31, 2023 $ / shares shares
Class of Stock [Line Items]
Preferred stock, shares authorized (in shares) \| shares	10,000,000	10,000,000
Preferred stock, par value (in dollars per share) \| $ / shares	$ 0.001	$ 0.001
Class A common stock
Class of Stock [Line Items]
Common stock, shares authorized (in shares) \| shares	750,000,000	750,000,000
Common stock, par value (in dollars per share) \| $ / shares	$ 0.001	$ 0.001
Number of votes per common share \| vote	1
Class B common stock
Class of Stock [Line Items]
Common stock, shares authorized (in shares) \| shares	100,000	100,000
Common stock, par value (in dollars per share) \| $ / shares	$ 0.001	$ 0.001
Number of votes per common share \| vote	1,000
Stock conversion ratio	1

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

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+ Details

DEBT - Components of Debt (Details) shares in Thousands							1 Months Ended					3 Months Ended				9 Months Ended
DEBT - Components of Debt (Details) shares in Thousands	Oct. 01, 2024 USD ($)	Jul. 16, 2024 USD ($)	Dec. 31, 2023 USD ($) license	Aug. 12, 2022 USD ($)	Aug. 11, 2022 USD ($) license	Aug. 27, 2021 USD ($) covenant quarter shares	Jul. 31, 2024 USD ($)	Jun. 30, 2024 license	Apr. 30, 2024 USD ($)	Dec. 31, 2022 USD ($)	Aug. 31, 2022 license	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)
Debt Instrument [Line Items]
Finance leases			$ 1,692,000									$ 1,326,000				$ 1,326,000
Total debt			315,149,000									328,386,000				328,386,000
Current portion of debt			11,148,000									74,509,000				74,509,000
Less: unamortized deferred financing costs			0									770,000				770,000
Current portion of debt, net			11,148,000									73,739,000				73,739,000
Long-term debt			304,001,000									253,877,000				253,877,000
Less: unamortized deferred financing costs			6,436,000									21,715,000				21,715,000
Long-term debt, net			297,565,000									232,162,000				232,162,000
Prepayments of outstanding borrowings																215,786,000	$ 23,188,000
Loss on extinguishment of debt												5,475,000	$ 0			5,475,000	0
Purchase of intangible assets																10,450,000	15,943,000
Proceeds from issuance of debt																217,413,000	$ 0
Outstanding claim amount, total														$ 22,794,000
Illinois Licenses
Debt Instrument [Line Items]
Assets acquired long-term debt					$ 2,500,000
Purchase of intangible assets			$ 8,100,000	$ 5,600,000	$ 3,000,000				$ 2,500,000
Number of licenses acquired \| license			2		1						2
Ohio Patient Access LLC (“OPA”)
Debt Instrument [Line Items]
Assets acquired long-term debt				$ 11,000,000
Asset acquisition, net of discount																3,010,000
Number of licenses acquired \| license								2
Ohio Patient Access LLC (“OPA”) \| Subsequent Event
Debt Instrument [Line Items]
Prepayments of outstanding borrowings	$ 1,250,000
2024 Term Notes
Debt Instrument [Line Items]
Debt			$ 0									235,000,000				235,000,000
2024 Term Notes \| Senior Secured Term Notes
Debt Instrument [Line Items]
Aggregate principal amount		$ 235,000,000
Percentage of notes issued at face value (as percent)		94.75%
Interest rate (as percent)		12.75%
Unamortized original issue discount and other direct financing fees		$ 21,200,000
Additional borrowing capacity permitted		$ 60,000,000
Redemption price (as percent)		101.00%
Threshold holding of aggregate principal (as percent)		25.00%
Minimum liquidity required to be maintained		$ 20,000,000
2024 Term Notes \| Senior Secured Term Notes \| Debt Instrument, Redemption, Period One
Debt Instrument [Line Items]
Prepayment premium (as percent)		0.00%
2024 Term Notes \| Senior Secured Term Notes \| Debt Instrument, Redemption, Period Two
Debt Instrument [Line Items]
Prepayment premium (as percent)		4.50%
2024 Term Notes \| Senior Secured Term Notes \| Debt Instrument, Redemption, Period Three
Debt Instrument [Line Items]
Prepayment premium (as percent)		3.00%
2024 Term Notes \| Senior Secured Term Notes \| Debt Instrument, Redemption, Period Four [Member]
Debt Instrument [Line Items]
Prepayment premium (as percent)		0.00%
2024 Term Notes \| Senior Secured Term Notes \| Minimum
Debt Instrument [Line Items]
Prior notice required to prepay Term Notes		15 days
2024 Term Notes \| Senior Secured Term Notes \| Maximum
Debt Instrument [Line Items]
Prior notice required to prepay Term Notes		60 days
2021 Credit Facility
Debt Instrument [Line Items]
Debt			275,000,000				$ 60,000,000					60,000,000				60,000,000
Aggregate principal amount						$ 210,000,000
Interest rate (as percent)						9.50%
Prepayments of outstanding borrowings		$ 215,000,000
Other general and administrative expense		3,600,000
Maximum borrowing capacity if amended						$ 275,000,000
Extension term (in days)						364 days
Loss on extinguishment of debt							5,475,000
Prepayment fees and accrued interest							3,527,000
Deferred debt issuance cost, write-off							1,948,000
Debt instrument prepayment fee							1,579,000									5,106,000
Unamortized debt issuance expense		$ 943,000					$ 1,428,000
Number of financial covenants \| covenant						2
Covenant, minimum liquidity at fiscal quarter end						$ 20,000,000
Number of consecutive quarters used for covenant measurement \| quarter						4
2021 Credit Facility \| Debt Instrument, Covenant, Period Two
Debt Instrument [Line Items]
Covenant, maximum EBITDA to cash interest expense ratio						2.50
Finance liabilities
Debt Instrument [Line Items]
Debt			18,100,000									18,100,000				18,100,000
Sellers' Notes
Debt Instrument [Line Items]
Debt			18,591,000									11,996,000				11,996,000
Current portion of debt, net												1,310,000				1,310,000
Sellers' Notes \| Ohio Patient Access LLC (“OPA”)
Debt Instrument [Line Items]
Current portion of debt, net												10,686,000				10,686,000
Long-term debt, net			9,705,000
Financing Agreement
Debt Instrument [Line Items]
Debt			1,766,000									$ 1,964,000				$ 1,964,000
Interest rate (as percent)												10.00%				10.00%
Proceeds from issuance of debt										$ 19,364,000
Interests in a retention tax credit claim										$ 22,794,000
Outstanding claim amount, remaining			$ 1,964,000									$ 1,964,000				$ 1,964,000
2022 Loan
Debt Instrument [Line Items]
Additional borrowings															$ 65,000,000
Deferred finance fees						$ 8,806,000
Additional debt issuance cost						$ 7,606,000
2022 Loan \| Class A common stock
Debt Instrument [Line Items]
Stock and warrants issued during period shares preferred stock and warrants ( in shares) \| shares						3,130
Stock and warrants issued during period, value, preferred stock and warrants						$ 2,639,000
Sellers Note, Noncontrolling Interest
Debt Instrument [Line Items]
Repayments of notes payable																$ 786,000

STOCKHOLDERS’ EQUITY

9 Months Ended

Sep. 30, 2024

Equity [Abstract]

STOCKHOLDERS’ EQUITY

The Company has authorized 750,000 shares of Class A common stock with a par value of $0.001 per share, 100 shares of Class B common stock with a par value of $0.001 per share, and 10,000 shares of preferred stock with a par value of $0.001 per share. Holders of each share of Class A common stock are entitled to one vote per share and holders of Class B common stock are entitled to 1,000 votes per share. Holders of Class A common stock and Class B common stock will vote together as a single class on all matters (including the election of directors) submitted to a vote of stockholders, unless otherwise required by law or our certificate of incorporation. Each share of Class B common stock is convertible at any time into one share of Class A common stock at the option of the holder. In addition, each share of Class B common stock will automatically convert into one share of Class A common stock on May 4, 2026, the final conversion date. Each share of Class B common stock will convert automatically into one share of Class A common stock upon any transfer, whether or not for value, except for certain transfers described in our certificate of incorporation, including, without limitation, transfers for tax and estate planning purposes, so long as the transferring holder of Class B common stock continues to hold exclusive voting and dispositive power with respect to any such transferred shares. Once converted into a share of Class A common stock, a converted share of Class B common stock will not be reissued, and following the conversion of all outstanding shares of Class B common stock, no further shares of Class B common stock will be issued.

The following table summarizes the total shares of Class A common stock and Class B common stock outstanding as of September 30, 2024 and December 31, 2023:


(in thousands)	September 30, 2024	December 31, 2023
Shares of Class A common stock	214,346	206,810
Shares of Class B common stock	65	65
Total	214,411	206,875

Warrants

The following table summarizes the warrants activity during the nine months ended September 30, 2024:


	Number of Warrants (in thousands)	Weighted-Average Exercise Price		Weighted-Average Remaining Exercise Period (years)	Aggregate Intrinsic Value (in thousands)(1)
Outstanding, December 31, 2023	4,568	$	3.33	2.3	$	—


Outstanding, September 30, 2024(2)	4,568	$	3.33	1.5	$	—

(1)Based on the amount by which the closing market price of our Class A common stock exceeds the exercise price on each date indicated.

(2)The warrants outstanding as of September 30, 2024 are equity-classified instruments, are subject to customary anti-dilution adjustments, and are stand-alone instruments. The fair value per warrant was calculated at issuance using a Black-Scholes model and ranged from $0.06 to $0.84. Significant assumptions used in the calculations included volatility ranging from 70.0% to 87.5% and risk-free rates ranging from 0.3% to 4.2%. No warrants were exercised during the nine months ended September 30, 2024.

- Definition

The entire disclosure for equity.

+ References

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+ Details

REPORTABLE SEGMENTS AND REVENUE - Narrative (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2024 USD ($) segment	Dec. 31, 2023 USD ($)
Segment Reporting [Abstract]
Number of operating segments \| segment	1
Number of reportable segments \| segment	1
Customer loyalty program liability \| $	$ 1,566	$ 1,317
Allowance for doubtful accounts \| $	$ 2,047	$ 1,939

DEBT - Debt Maturities - Narrative (Details) $ in Thousands	9 Months Ended
DEBT - Debt Maturities - Narrative (Details) $ in Thousands	Sep. 30, 2024 USD ($)
Sellers Note, Noncontrolling Interest
Debt Instrument [Line Items]
Repayments of notes payable	$ 786

- Definition

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+ Details

VARIABLE INTEREST ENTITIES

9 Months Ended

Sep. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

VARIABLE INTEREST ENTITIES

A VIE is a legal entity that does not have sufficient equity at risk to finance its activities without additional subordinated financial support or is structured that such equity investors lack the ability to make significant decisions relating to the entity’s operations through voting rights or do not substantively participate in the gains or losses of the entity. The primary beneficiary has both the power to direct the activities of the VIE that most significantly impact the entity’s economic performance and the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE.

We assess all variable interests in the entity and use our judgment when determining if we are the primary beneficiary. Other qualitative factors that are considered include decision-making responsibilities, the VIE capital structure, risk and rewards sharing, contractual agreements with the VIE, voting rights, and level of involvement of other parties. We assess the primary beneficiary determination for a VIE on an ongoing basis if there are any changes in the facts and circumstances related to a VIE.

Where we determine we are the primary beneficiary of a VIE, we consolidate the accounts of that VIE. The equity owned by other stockholders is shown as non-controlling interests in the accompanying unaudited Condensed Consolidated Balance Sheets, Statements of Operations, and Statements of Changes in Stockholders’ Equity. The assets of the VIE can only be used to settle obligations of that entity, and any creditors of that entity generally have no recourse to the assets of other entities or the Company unless the Company separately agrees to be subject to such claims.

Recent Transactions

January 2024 Loan Agreement

In January 2024, the Company entered into a loan agreement pursuant to which the Company may provide, at its sole discretion, up to $2,500 of financing to a third party (the “January 2024 Loan Agreement”). The January 2024 Loan Agreement contains certain provisions and restrictive covenants that provide the Company with operational and financial influence over the underlying entity and also provides the Company with financial distributions based on the underlying associated results of operations. Additionally, the January 2024 Loan Agreement provides the Company with conversion options to obtain 35% of the equity interests of the borrower upon the initial funding (which occurred in January 2024) and up to an additional 65% of the remaining equity interest of the borrower at any time through October 2033, subject to certain provisions and regulatory approvals. The Company determined that the terms and provisions of the January 2024 Loan Agreement create a variable interest in the third-party entity and met the criteria for consolidation as of such date. The third-party entity received a conditional license approval for one dispensary in New Jersey that was determined to have a fair value of $1,050, which approximated the fair value of the non-controlling interest held by the third-party member as of the effective date. The non-controlling interest received a distribution during the three months ended September 30, 2024 in accordance with the provisions of the January 2024 Loan Agreement. The net loss attributable to the non-controlling interest was not significant during the three and nine months ended September 30, 2024.

Borrowings under the January 2024 Loan Agreement bear interest at a rate of 20.0% per annum and are secured by substantially all of the assets and equity interests of the third party. The January 2024 Loan Agreement provides for customary events of default, contains certain covenants and other restrictions, and provides for a default penalty of an additional 6.0% interest. Borrowings are due on the sixth anniversary of the January 2024 Loan Agreement, which may be extended by two additional two-year periods, and prepayment is permitted with prior written notice. Since the entity is consolidated as a VIE, the intercompany activity related to the January 2024 Loan Agreement is eliminated in consolidation.

February 2024 Loan Agreement

In February 2024, the Company entered into a loan agreement pursuant to which the Company may provide financing to a third party, at its sole discretion (the “February 2024 Loan Agreement”). The February 2024 Loan Agreement initially provided for up to $3,750 of financing, but was amended in July 2024 to increase the funding amount based on the Company’s sole discretion at such a time that the borrower requests additional funding. The parties also entered into a support services agreement under which the Company will provide management and advisory services for a set monthly fee. The terms of the February 2024 Loan Agreement contain certain provisions and restrictive covenants that provide the Company with operational and financial influence over the underlying entity. The February 2024 Loan Agreement provides the Company with the option to convert the outstanding balance into equity interests of the borrower, up to 100%, as may be permissible by applicable regulations at such time. The Company determined that the terms and provisions of the February 2024 Loan Agreement and support services agreement create a variable interest in the third-party entity and met the criteria for consolidation as of such date. The entity held no assets at the time the agreements were entered into and the non-controlling interest was determined to have a de minimis fair value as of that date. The net loss attributable to the non-controlling interest was not significant during the three and nine months ended September 30, 2024.

Borrowings under the February 2024 Loan Agreement bear interest at a rate of 20.0% per annum and are secured by substantially all of the assets of the borrower. The February 2024 Loan Agreement provides for customary events of default, contains certain covenants and other restrictions, and provides for a default penalty of an additional 5.0% interest. The February 2024 Loan Agreement matures ten years from issuance, but may be extended if not otherwise converted prior to maturity, with borrowings and interest not due until such time. Since the entity is consolidated as a VIE, the intercompany activity related to the February 2024 Loan Agreement and the related support services agreement is eliminated in consolidation.

Financial Information

The following tables present the summarized financial information about the Company’s consolidated VIEs which are included in the unaudited Condensed Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023 and in the unaudited Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2024 and 2023, as applicable. The underlying entities were determined to be VIEs since the Company possesses the power to direct the significant activities of the VIEs and has the obligation to absorb losses or the right to receive benefits from the VIEs. The information below excludes intercompany balances and activity that eliminate in consolidation and includes the related acquisition details disclosed in Note 4, “Acquisitions.”



(in thousands)	September 30, 2024		December 31, 2023
Current assets	$	4,414	$	585
Other noncurrent assets	61,754		44,722
Current liabilities	6,144		25,460
Noncurrent liabilities	13,418		9,516

Deficit	(8,838)		(3,476)



	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2024		2023		2024		2023
Revenue, net	$	5,980	$	—	$	7,752	$	—


Net loss	(891)		(672)		(5,362)		(1,869)

INTANGIBLE ASSETS AND GOODWILL - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Acquired Finite-Lived Intangible Assets [Line Items]
Intangible Assets	$ 282,360	$ 271,210
Accumulated amortization	(70,169)	(49,758)
Total intangible assets, net	212,191	221,452
Licenses and permits
Acquired Finite-Lived Intangible Assets [Line Items]
Intangible Assets	262,017	250,867
Accumulated amortization	(53,708)	(34,427)
In-place leases
Acquired Finite-Lived Intangible Assets [Line Items]
Intangible Assets	19,963	19,963
Accumulated amortization	(16,081)	(14,951)
Trade names
Acquired Finite-Lived Intangible Assets [Line Items]
Intangible Assets	380	380
Accumulated amortization	$ (380)	$ (380)

NOTES RECEIVABLE (Tables)

9 Months Ended

Sep. 30, 2024

Receivables [Abstract]

Schedule of Notes Receivable


(in thousands)	September 30, 2024		December 31, 2023
Massachusetts Note(1)	$	1,764	$	147
MMNY - working capital loan(2)	—		2,422
Maryland Loan Receivable(3)	—		10,547
Total	$	1,764	$	13,116

(1)In May 2022 the Company issued a secured promissory note to a retail dispensary license holder in Massachusetts providing up to $3,500 of funding, which note was amended in December 2023 (the “Massachusetts Note”). As amended, the Massachusetts Note bears interest at a rate of 12.5% per annum, which is to be paid monthly beginning in January 2024, and principal is to be repaid monthly commencing in December 2024 based on a period of twenty-four months, with the remainder due at the December 1, 2025 revised maturity date. In April 2024, the Massachusetts Note was further amended to increase the principal to $4,100 and the additional payment was funded at that time. A total of $4,100 is outstanding under the Massachusetts Note as of September 30, 2024, of which $1,764 is included in “Notes receivable” and $2,336 is included in “Other noncurrent assets,” respectively, on the unaudited Condensed Consolidated Balance Sheet as of that date. A total of $3,500 was outstanding as of December 31, 2023, of which $147 was included in “Notes receivable” and $3,353 was included in “Other noncurrent assets.” The borrower may prepay the outstanding principal amount, plus accrued interest thereon. Borrowings under the Massachusetts Note are secured by the assets of the borrower. The borrower is partially owned by an entity that is managed, in part, by one of the founders of the Company. Additionally, the Company transacts with the retail dispensary in the ordinary course of business.

(2)On February 25, 2021, the Company entered into a working capital advance agreement with MedMen NY, Inc. (“MMNY”), an unrelated third party, in conjunction with an Investment Agreement (as defined in Note 15, “Commitments and Contingencies”). The working capital advance agreement allows for initial maximum borrowings of up to $10,000, which may be increased to $17,500, and was issued to provide MMNY with additional funding for operations in conjunction with the Investment Agreement. Borrowings do not bear interest, but may be subject to a financing fee. The outstanding balance is due and payable at the earlier of the initial closing of the Investment Agreement or, if the Investment Agreement is terminated for certain specified reasons, three business days following such termination. During the nine months ended September 30, 2024, the Company increased its estimated reserve on the amounts outstanding from MMNY to include the remaining balances, including this working capital loan. The Company is pursuing collection of these amounts through its legal proceedings against MMNY, refer to Note 15, “Commitments and Contingencies,” for additional information.

(3)In June 2023 the Company purchased, at par, $12,027 of the principal of a loan (the “Maryland Loan Receivable”), outstanding pursuant to a loan agreement with a cannabis license holder in Maryland (the “Maryland Loan Agreement”), plus the associated interest receivable. The Maryland Loan Agreement had an original maturity date of August 1, 2026, required monthly repayments equal to 10.0% of the outstanding balance (including paid-in-kind interest), and could be

prepaid subject to a customary make-whole payment or prepayment penalty, as applicable. Mandatory prepayments were required from the proceeds of certain events. The Maryland Loan Agreement provided for a base interest rate of 12.0% plus LIBOR (LIBOR floor of 1.0%) and a paid-in-kind interest rate of 4.5%. Following the replacement of LIBOR, effective July 1, 2023, the LIBOR component of the interest rate transitioned to the secured overnight financing rate (“SOFR”) plus an alternative reference rate committee (“ARRC”) standard adjustment.

The Company recorded the Maryland Loan Receivable at an amortized cost basis of $12,622. A total of $595 of transaction-related expenses were capitalized as part of the amortized cost basis and were being amortized to interest income over the term. The Company identified certain events of default and covenant violations, including non-payment, and provided an acceleration notice during the second quarter of 2023 that declared all amounts due and payable. As such, during 2023 the Company established a reserve of $1,804 for potential collectability.

In March 2024 the borrower refinanced the borrowings underlying the Maryland Loan Agreement with a third-party lender (the “Maryland Refinancing”). In conjunction with the Maryland Refinancing, the borrower’s obligations to the Company under the Maryland Loan Agreement were settled. As part of this settlement, the Company received a cash payment of $8,100. Additionally, the parties entered into a supply agreement that provides for the Company to receive $6,000 of inventory products from the borrower, based on market prices, over the course of three years, with a maximum of $500 per quarter. The Company recorded this receivable net of an initial discount of $984 that is included within “General and administrative expenses” on the unaudited Condensed Consolidated Statements of Operations for the nine months ended September 30, 2024 and within “Other” on the unaudited Condensed Consolidated Statements of Cash Flows. This discount was calculated utilizing the Company’s estimated incremental borrowing rate as of the agreement date and will be accreted to interest income over the agreement term. The total settlement value, excluding the discount, approximated the obligations outstanding under the Maryland Loan Receivable, including $2,859 of past due interest that was outstanding as of December 31, 2023 and was included within “Other current assets” on the unaudited Condensed Consolidated Balance Sheet as of that date.

A total of $500 of inventory was supplied under this agreement during the nine months ended September 30, 2024. During the three months ended September 30, 2024, the Company established a reserve of $2,083 on the remaining receivable due to collection risk. This reserve was recognized within “General and administrative expenses” on the unaudited Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2024 and within “Other” on the unaudited Condensed Consolidated Statements of Cash Flows. As of September 30, 2024, $1,000 of the remaining receivable is included within “Other current assets” and $1,543 is included within “Other noncurrent assets” on the unaudited Condensed Consolidated Balance Sheet, which amounts are net of $1,000 and $1,083 respectively, associated with this reserve.

REPORTABLE SEGMENTS AND REVENUE (Tables)

9 Months Ended

Sep. 30, 2024

Segment Reporting [Abstract]

Schedule of Disaggregation of Revenue

The Company disaggregates its revenue from the direct sale of cannabis to customers as retail revenue and wholesale revenue. We have determined that disaggregating revenue into these categories best depicts how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors.


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2024		2023		2024		2023
Retail revenue	$	93,599	$	101,263	$	281,882	$	273,862
Wholesale revenue	77,894		68,671		236,436		188,263
	171,493		169,934		518,318		462,125
Elimination of inter-company revenue	(29,846)		(28,666)		(92,725)		(83,693)
Total revenue, net	$	141,647	$	141,268	$	425,593	$	378,432

REPORTABLE SEGMENTS AND REVENUE

9 Months Ended

Sep. 30, 2024

Segment Reporting [Abstract]

REPORTABLE SEGMENTS AND REVENUE

The Company operates under one operating segment, which is its only reportable segment: the production and sale of cannabis products. The Company prepares its segment reporting on the same basis that its chief operating decision maker manages the business and makes operating decisions. The Company’s measure of segment performance is net income and derives its revenue primarily from the sale of cannabis products. All of the Company’s operations are located in the United States.

Disaggregation of Revenue


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2024		2023		2024		2023
Retail revenue	$	93,599	$	101,263	$	281,882	$	273,862
Wholesale revenue	77,894		68,671		236,436		188,263
	171,493		169,934		518,318		462,125
Elimination of inter-company revenue	(29,846)		(28,666)		(92,725)		(83,693)
Total revenue, net	$	141,647	$	141,268	$	425,593	$	378,432

The liability related to the loyalty program we offer dispensary customers at certain locations was $1,566 and $1,317 at September 30, 2024 and December 31, 2023, respectively, and is included within “Other current liabilities” on the unaudited Condensed Consolidated Balance Sheets. The Company recorded $2,047 and $1,939 in allowance for doubtful accounts as of September 30, 2024 and December 31, 2023, respectively. Write-offs were not significant during the three and nine months ended September 30, 2024 and 2023.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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+ Details

SUPPLEMENTAL INFORMATION - Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accounts payable	$ 29,346	$ 34,687
Accrued payroll and related expenses	9,799	21,306
Accrued interest	6,239	0
Fixed asset purchases	2,981	5,738
Other	10,529	9,381
Total	$ 58,894	$ 71,112

ACQUISITIONS - Schedule of Net Assets Acquired (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2024	Apr. 30, 2024	Dec. 31, 2023
Assets acquired (liabilities assumed):
Goodwill	$ 49,599		$ 47,538
Chicago Partner Dispensaries , (Illinois MSAs Agreement)
Assets acquired (liabilities assumed):
Property and equipment		$ 1,525
Other assets		76
License		6,210
Goodwill		2,261
Accounts payable and accrued liabilities		(72)
Net assets acquired		$ 10,000
Measurement period purchase accounting adjustment	1,307
Chicago Partner Dispensaries , (Illinois MSAs Agreement) \| License
Assets acquired (liabilities assumed):
Acquired assets, amortization period (in years)		10 years
Measurement period adjustment to fair value of acquired intangibles	$ 1,740
Chicago Partner Dispensaries , (Illinois MSAs Agreement) \| Leasehold improvements
Assets acquired (liabilities assumed):
Property and equipment		$ 1,398
Chicago Partner Dispensaries , (Illinois MSAs Agreement) \| Furniture, fixtures, and equipment
Assets acquired (liabilities assumed):
Property and equipment		$ 127

LEASES - Weighted Average Remaining Lease Term and Discount Rate (Details)	Sep. 30, 2024	Dec. 31, 2023
Leases [Abstract]
Operating lease, weighted average remaining lease term (in years)	13 years 6 months	14 years 3 months 18 days
Finance lease, weighted average remaining lease term (in years)	2 years 3 months 18 days	3 years
Operating lease, weighted average discount rate (as percent)	15.10%	15.10%
Finance lease, weighted average discount rate (as percent)	13.70%	13.70%

DEBT (Tables)

9 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

Schedule of Debt Instruments


(in thousands)	September 30, 2024		December 31, 2023
2024 Term Notes(1)	$	235,000	$	—
2021 Credit Facility(2)	60,000		275,000
Finance liabilities(3)	18,100		18,100
Sellers’ notes(4)	11,996		18,591
Financing Agreement(5)	1,964		1,766
Finance leases(6)	1,326		1,692
Total debt	$	328,386	$	315,149

Current portion of debt	74,509		11,148
Less: unamortized deferred financing costs	770		—
Current portion of debt, net	$	73,739	$	11,148

Long-term debt	253,877		304,001
Less: unamortized deferred financing costs	21,715		6,436
Long-term debt, net	$	232,162	$	297,565

(1)On July 16, 2024, the Company issued $235,000 in aggregate principal of senior secured notes due July 16, 2029 (the “2024 Term Notes”) through a private placement (the “2024 Notes Offering”) pursuant to an indenture agreement (the “July 2024 Loan Agreement”). The 2024 Term Notes were issued at 94.75% of face value and do not require scheduled principal amortization payments. The 2024 Term Notes bear interest at a rate of 12.75% per annum, payable semi-annually in arrears on January 15 and July 15 of each year until the maturity date, commencing on January 15, 2025, unless earlier prepaid in accordance with the terms of the July 2024 Loan Agreement. The total of the original issue discount and other capitalized direct financing fees was approximately $21,200 and will be amortized over the associated term using the straight-line method, which approximates the interest method. The Company utilized the proceeds from the 2024 Notes Offering, along with cash on hand, to prepay $215,000 of borrowings outstanding under the 2021 Credit Facility, as further described below. The 2024 Term Notes were funded by a combination of new and existing lenders. Borrowings from these existing lenders were accounted for as a modification of existing debt. The Company incurred approximately $3,600 of other expenses associated with this transaction that are included within “General and administrative expenses” on the unaudited Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2024.

The 2024 Term Notes are irrevocably and unconditionally guaranteed, jointly and severally, on a senior secured basis by certain of the Company’s subsidiaries (the “Guarantees”). The 2024 Term Notes and the Guarantees are (i) secured, on a first lien basis, by substantially all assets of the Company and the guarantors of the 2024 Term Notes, subject to certain carveouts, and (ii) issued and governed by the July 2024 Loan Agreement. In addition, subject to certain limitations, the July 2024 Loan Agreement permits the Company to issue additional notes thereunder, including up to an additional $60,000 in aggregate principal in the future, with the proceeds therefrom to be used to prepay the remaining outstanding balance under, and to terminate, the 2021 Credit Facility.

The Company may, at any time and from time to time upon not less than 15 nor more than 60 days’ prior notice, prepay the 2024 Term Notes, along with accrued and unpaid interest, subject to a prepayment premium equal to: zero through July 15, 2026, 4.5% if paid between July 16, 2026 through July 15, 2027, 3.0% if paid between July 16, 2027 through July 15, 2028, and zero if paid July 16, 2028 and thereafter. The July 2024 Loan Agreement requires mandatory prepayments from proceeds of certain events. In the event of a change of control, as provided in the July 2024 Loan Agreement, the Company will be required to make an offer to each holder of the 2024 Term Notes to repay all or any part of such holders’ 2024 Term Notes at a price in cash equal to not less than 101% of the aggregate principal amount of such 2024 Term Notes repaid, plus accrued and unpaid interest thereon.

Pursuant to the July 2024 Loan Agreement, the Company has agreed to comply with certain customary covenants, including, but not limited to, restrictions on the Company’s ability to: declare or pay dividends or make certain other payments; purchase, redeem, or otherwise purchase or retire for value any equity interests or any subordinated indebtedness or otherwise make any restricted investment or restricted payment; incur certain indebtedness; create certain liens; consolidate, amalgamate, merge, or transfer all or substantially all of the assets of the Company and certain restricted subsidiaries taken as a whole; enter into certain transactions with affiliates; and engage in certain types of businesses. Additionally, the July

2024 Loan Agreement provides for customary events of default which, if certain of them occur, would permit certain parties, including holders of not less than 25% in aggregate principal of the then-outstanding 2024 Term Notes to declare the principal of, and interest or premium, if any, and any other monetary obligations on, all the then-outstanding 2024 Term Notes to be due and payable immediately. The July 2024 Loan Agreement also requires the Company, on a consolidated basis, to maintain liquidity, consisting of cash and/or cash equivalents plus any future revolving credit availability, at all times in an aggregate amount of at least $20,000, with which the Company was in compliance as of September 30, 2024. The Company is required to comply with certain other financial covenants in contemplation of certain transactions or events, such as acquisitions and other financing activities, as defined within and provided for under the July 2024 Loan Agreement.

(2)On August 27, 2021, the Company entered into a credit agreement with a group of lenders (the “2021 Credit Agreement”) that provided for an initial term loan of $210,000 (the “2021 Credit Facility”), which was borrowed in full. The 2021 Credit Agreement provided for an expansion feature that allowed the Company to request an increase in the 2021 Credit Facility up to $275,000 if the then-existing lenders (or other lenders) agreed to provide such additional term loans. During the second quarter of 2022, the Company borrowed an additional $65,000 pursuant to this expansion feature (the “2022 Loans”).

The 2021 Credit Facility matures on August 27, 2025 and does not require scheduled principal amortization payments. Borrowings under the 2021 Credit Facility bear interest at a rate of 9.5% per annum, payable quarterly and, as to any portion of the term loan that is prepaid, on the date of prepayment. The 2021 Credit Agreement permits the Company to request an extension of the maturity date for 364 days, subject to the lenders’ discretion.

We incurred initial financing costs of $8,806 and additional financing costs of $7,606 related to the 2022 Loans, which includes warrants issued to certain lenders to acquire 3,130 shares of Class A common stock that had a fair value of $2,639 at issuance. The financing costs are being amortized to interest expense over the term of 2021 Credit Facility using the straight-line method which approximates the interest rate method.

The 2021 Credit Agreement requires mandatory prepayments from proceeds of certain events, including the proceeds of indebtedness that is not permitted under the agreement and asset sales and casualty events, subject to customary reinvestment rights. The Company may prepay the 2021 Credit Facility at any time, subject to a customary make-whole payment or prepayment penalty, as applicable. Once repaid, amounts borrowed under the 2021 Credit Facility may not be re-borrowed.

In April 2024, the 2021 Credit Agreement was amended to permit the Company to initiate, from time to time and at its discretion, a “Dutch Auction” pursuant to which it may issue a tender offer to existing lenders to re-purchase and retire their loans at a specified discount to par. No such re-purchase has occurred as of the date of filing of this Form 10-Q.

In June 2024, the 2021 Credit Agreement was amended to, among other things, permit the Company to issue new senior secured notes. In July 2024, the Company prepaid $215,000 of borrowings outstanding under the 2021 Credit Facility, primarily utilizing the proceeds from the issuance of the 2024 Term Notes, as discussed above. The remaining $60,000 of borrowings outstanding under the 2021 Credit Facility will remain outstanding based on the original terms of the 2021 Credit Agreement. The Company recognized, as a component of interest expense, a loss on extinguishment of $5,475, which includes $3,527 of prepayment fees and the write-off of $1,948 of unamortized deferred financing costs that were attributable to those lenders who did not provide funding under the 2024 Term Notes. A total of $1,579 of prepayment fees and $1,428 of previously unamortized deferred financing costs that were associated with existing lenders will remain capitalized and will be deferred over the term of the 2024 Term Notes in accordance with modification treatment. The total prepayment fee of $5,106 is included within “Debt issuance costs” on the unaudited Condensed Consolidated Statement of Cash Flows for the nine months ended September 30, 2024. A total of $943 of unamortized deferred financing costs were associated with the portion of the 2021 Credit Facility that was not prepaid and will be amortized through the remaining term of those loans.

The Company is required to comply with two financial covenants under the 2021 Credit Agreement. The Company may not permit its liquidity (defined as unrestricted cash and cash equivalents pledged under the 2021 Credit Facility plus any future revolving credit availability) to be below $20,000 as of the last day of any fiscal quarter. Additionally, the Company may not permit the ratio of Consolidated EBITDA (as defined in the 2021 Credit Agreement) to consolidated cash interest expense for any period of four consecutive fiscal quarters to be less than 2.50:1.00. The Company has a customary equity cure right for each of these financial covenants. The Company was in compliance with these covenants as of September 30, 2024.

The 2021 Credit Agreement requires the Company to make certain representations and warranties and to comply with customary covenants, including restrictions on the payment of dividends, repurchase of stock, incurrence of indebtedness, dispositions, and acquisitions. The 2021 Credit Agreement also contains customary events of default including: non-payment of principal or interest; violations of covenants; bankruptcy; change of control; cross defaults to other debt; and material judgments. The 2021 Credit Facility is guaranteed by all of the Company’s subsidiaries and is secured by substantially all of the assets of the Company and its subsidiaries.

(3)Finance liabilities related to failed sale leaseback transactions. See Note 10, “Leases,” for additional information.

(4)Sellers’ notes consist of amounts owed for acquisitions or other purchases. As of September 30, 2024 and December 31, 2023, sellers’ notes includes the OPA Sellers’ Note which had balance of $10,686 included in “Current portion of debt, net” at September 30, 2024 and $9,705 that was included within “Long-term debt, net” at December 31, 2023. The $11,000 OPA Sellers’ Note was recorded net of a discount of $3,010 that was calculated utilizing the Company’s estimated incremental borrowing rate based on the anticipated close date that is being accreted to interest expense over the expected term. Additionally, sellers’ notes includes $1,310 related to the Massachusetts Purchase Agreement entered into during 2024, which is included within “Current portion of debt, net” at September 30, 2024, and of which $1,250 was paid on October 1, 2024. Refer to Note 4, “Acquisitions,” for additional information regarding these transactions.

Sellers’ notes outstanding as of December 31, 2023 includes a total of $8,100 related to the acquisition of two licenses in Illinois, which total was included in “Current portion of debt, net” at December 31, 2023, and of which $2,500 was paid in April 2024 and $5,600 was paid in July 2024.

Additionally, during the nine months ended September 30, 2024, we repaid $786 of sellers’ notes related to the former owners of a previous non-controlling interest, which was included in “Current portion of debt, net” at December 31, 2023.

(5)In December 2022, the Company received $19,364 pursuant to a financing agreement with a third-party lender (the “Financing Agreement”). The Company assigned to the lender its interests in an employee retention tax credit claim (the “ERTC Claim”) that it submitted in November 2022 totaling approximately $22,794. If the Company does not receive the ERTC Claim, in whole or in part, the Company is required to repay the related portion of the funds received plus interest of 10% accrued from the date of the Financing Agreement through the repayment date. The Financing Agreement does not have a stated maturity date and the discount is being accreted to interest expense over an expected term. The Company’s obligations under the Financing Agreement will be satisfied upon receipt of the ERTC Claim, in full, or other full repayment. The total claim amount of $22,794 was recognized during the second quarter of 2023. A total of $1,964 of the ERTC Claim remains outstanding as of September 30, 2024 and December 31, 2023, which receivable is included in “Other current assets” on the unaudited Condensed Consolidated Balance Sheets, and the balance outstanding under the Financing Agreement is included in “Current portion of debt, net.”

(6)Liabilities related to finance leases. See Note 10, “Leases,” for additional information.

Schedule of Maturities of Debt

As of September 30, 2024, the following cash payments are payable under our debt arrangements:


(in thousands)	Remainder of 2024		2025		2029		Total
Sellers’ notes(1)	$	1,250	$	11,060	$	—	$	12,310
Term note maturities	—		60,000		235,000		295,000

(1)Certain cash payments include an interest accretion component. The timing of certain payments may vary based on regulatory approval of the underlying transactions.

Schedule of Interest Expense

Interest expense during the three and nine months ended September 30, 2024 and 2023 consisted of the following:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2024		2023		2024		2023
Cash interest	$	8,707	$	6,515	$	21,699	$	19,479
Loss on extinguishment of debt(1)	5,475		—		5,475		—
Accretion	1,636		1,802		4,432		7,082
Interest on financing liabilities(2)	615		578		1,794		1,720
Interest on finance leases	48		68		154		138
Total	$	16,481	$	8,963	$	33,554	$	28,419

(1)Includes $3,527 of pre-payment fees associated with the partial extinguishment treatment of the pre-payment made under the 2021 Credit Facility and the write-off of $1,948 of unamortized deferred financing costs.

(2)Interest on financing liability related to failed sale leaseback transactions. See Note 10, “Leases,” for additional details.

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

+ Details

REPORTABLE SEGMENTS AND REVENUE - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Segment Reporting, Revenue Reconciling Item [Line Items]
Total revenue, net	$ 141,647	$ 141,268	$ 425,593	$ 378,432
Operating Segments
Segment Reporting, Revenue Reconciling Item [Line Items]
Total revenue, net	171,493	169,934	518,318	462,125
Operating Segments \| Retail revenue
Segment Reporting, Revenue Reconciling Item [Line Items]
Total revenue, net	93,599	101,263	281,882	273,862
Operating Segments \| Wholesale revenue
Segment Reporting, Revenue Reconciling Item [Line Items]
Total revenue, net	77,894	68,671	236,436	188,263
Elimination of inter-company revenue
Segment Reporting, Revenue Reconciling Item [Line Items]
Total revenue, net	$ (29,846)	$ (28,666)	$ (92,725)	$ (83,693)

- Definition

Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

+ References

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+ Details

ACQUISITIONS (Tables)

9 Months Ended

Sep. 30, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

Schedule of Recognized Identified Assets Acquired

The following table summarizes the preliminary purchase price allocation, which remains preliminary as management refines certain estimates during the measurement period:


(in thousands)
Assets acquired (liabilities assumed):


Property and equipment(1)	$	1,525
Other assets	76
Licenses(2)	6,210
Goodwill(3)	2,261
Accounts payable and accrued liabilities	(72)
Net assets acquired	$	10,000

(1)Consists of leasehold improvements of $1,398 and furniture, fixtures, and equipment of $127. During the three months ended September 30, 2024, certain estimates related to the fair value of the acquired leasehold improvements were refined, resulting in a measurement period purchase accounting adjustment that decreased the estimated fair value of the leasehold improvements by $1,307, with a related impact to goodwill.

(2)The amortization period for acquired licenses is 10 years. During the three months ended September 30, 2024, certain estimates related to the fair value of the acquired licenses were refined, resulting in a measurement period purchase accounting adjustment that increased the value by $1,740, with a related impact to goodwill.

(3)Goodwill is largely attributable to the value expected to be obtained from long-term business growth and buyer-specific synergies. Goodwill is largely not deductible for tax purposes under the limitations under IRC Section 280E; see Note 14, “Income Taxes,” for additional information.

NOTES RECEIVABLE

9 Months Ended

Sep. 30, 2024

Receivables [Abstract]

NOTES RECEIVABLE


(in thousands)	September 30, 2024		December 31, 2023
Massachusetts Note(1)	$	1,764	$	147
MMNY - working capital loan(2)	—		2,422
Maryland Loan Receivable(3)	—		10,547
Total	$	1,764	$	13,116

Additionally, a total of $3,891 was outstanding at September 30, 2024 related to a promissory note issued to the owner of a property that the Company is leasing, of which $175 and $3,716 is included in “Other current assets” and “Other noncurrent assets,” respectively, on the unaudited Condensed Consolidated Balance Sheets. At December 31, 2023, $4,018 was outstanding, of which $170 and $3,848 is included in “Other current assets” and “Other noncurrent assets,” respectively, on the unaudited Condensed Consolidated Balance Sheets.

No impairment losses on notes receivable were recognized during the nine months ended September 30, 2024 or 2023, other than as described above.

PROPERTY AND EQUIPMENT (Tables)

9 Months Ended

Sep. 30, 2024

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

Property and equipment consists of the following:


(in thousands)	September 30, 2024		December 31, 2023
Leasehold improvements	$	202,341	$	192,807
Buildings	83,703		72,204
Furniture, fixtures, and equipment	75,833		71,474
Construction in progress	3,329		6,511
Land	5,782		5,242
Property and equipment, gross	370,988		348,238
Less: accumulated depreciation	107,497		80,156
Property and equipment, net	$	263,491	$	268,082

NOTES RECEIVABLE - Narrative (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans, notes and working capital receivables	$ 1,764		$ 13,116
Impairment loss	0	$ 0
Promissory Notes Receivable
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans, notes and working capital receivables	3,891		4,018
Promissory note receivable, current	175		170
Promissory note receivable, noncurrent	$ 3,716		$ 3,848

LEASES - Short-term and Variable Lease Costs (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Leases [Abstract]
Total short-term and variable lease costs	$ 1,195	$ 1,176	$ 3,162	$ 3,353

RELATED PARTY TRANSACTIONS	9 Months Ended
RELATED PARTY TRANSACTIONS	Sep. 30, 2024
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	RELATED PARTY TRANSACTIONS There were no significant related party transactions during the nine months ended September 30, 2024, other than as disclosed in Note 6, “Notes Receivable.”

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

+ Details

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2024	Dec. 31, 2023
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized (in shares)	10,000,000	10,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Class A common stock
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	750,000,000	750,000,000
Common stock shares issued (in shares)	214,346,000	206,810,000
Common stock, shares outstanding (in shares)	214,346,000	206,810,000
Class B common stock
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	100,000	100,000
Common stock shares issued (in shares)	65,000	65,000
Common stock, shares outstanding (in shares)	65,000	65,000

VARIABLE INTEREST ENTITIES - Narrative (Details)	1 Months Ended
VARIABLE INTEREST ENTITIES - Narrative (Details)	Feb. 29, 2024 USD ($)	Jan. 31, 2024 USD ($) extension
January 2024 Loan Agreement
Variable Interest Entity [Line Items]
Aggregate loan amount		$ 2,500,000
Conversion option, equity of borrower, percent at initial funding (as percent)		35.00%
Conversion option, equity of borrower, additional percent provisioned (as percent)		65.00%
Loan agreement stated interest rate (as percent)		20.00%
Covenants, default penalty interest (as percent)		6.00%
Financing arrangement maturity (in years)		6 years
Number of term extensions available \| extension		2
Extension term (in years)		2 years
January 2024 Loan Agreement \| Licenses and permits
Variable Interest Entity [Line Items]
Fair value of license		$ 1,050,000
February 2024 Loan Agreement
Variable Interest Entity [Line Items]
Aggregate loan amount	$ 3,750,000
Conversion option, equity of borrower, additional percent provisioned (as percent)	100.00%
Loan agreement stated interest rate (as percent)	20.00%
Covenants, default penalty interest (as percent)	5.00%
Financing arrangement maturity (in years)	10 years

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Statement [Abstract]
Revenue, net	$ 141,647	$ 141,268	$ 425,593	$ 378,432
Cost of goods sold	(97,918)	(97,712)	(288,254)	(270,853)
Gross profit	43,729	43,556	137,339	107,579
Operating expenses
General and administrative expenses	46,146	40,009	138,703	111,762
Operating (loss) profit	(2,417)	3,547	(1,364)	(4,183)
Other (expense) income
Interest expense	(16,481)	(8,963)	(33,554)	(28,419)
Other, net	409	902	1,098	25,211
Total other expense	(16,072)	(8,061)	(32,456)	(3,208)
Loss before income taxes	(18,489)	(4,514)	(33,820)	(7,391)
Income tax expense	(9,767)	(6,726)	(34,383)	(21,480)
Net loss	$ (28,256)	$ (11,240)	$ (68,203)	$ (28,871)
Net loss per share attributable to Class A and Class B common stockholders — basic (in dollars per share)	$ (0.13)	$ (0.05)	$ (0.32)	$ (0.15)
Net loss per share attributable to Class A and Class B common stockholders — diluted (in dollars per share)	$ (0.13)	$ (0.05)	$ (0.32)	$ (0.15)
Weighted-average common shares outstanding — basic (in shares)	214,290	205,710	212,134	196,616
Weighted-average common shares outstanding — diluted (in shares)	214,290	205,710	212,134	196,616

NOTES RECEIVABLE - Schedule of Notes Receivable (Details) - USD ($) $ in Thousands		1 Months Ended		6 Months Ended	9 Months Ended
	Feb. 25, 2021	Dec. 31, 2023	Jun. 30, 2023	Jun. 30, 2024	Sep. 30, 2024	Apr. 30, 2024	May 30, 2022
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans, notes and working capital receivables		$ 13,116			$ 1,764
Massachusetts Note
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans, notes and working capital receivables		$ 147			1,764
Massachusetts Note \| Massachusetts Note
Accounts, Notes, Loans and Financing Receivable [Line Items]
Working capital loan						$ 4,100	$ 3,500
Notes receivable interest rate (as percent)		12.50%
Financing receivable, due repayment period (in months)		24 months
Notes receivable, after allowance for credit loss		$ 3,500			4,100
Notes receivable, after allowance for credit loss, current		147			1,764
Notes receivable, after allowance for credit loss, noncurrent		3,353			2,336
MMNY - working capital loan \| MedMen NY, Inc.
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans, notes and working capital receivables		2,422			0
Working capital loan	$ 10,000
Working capital line of credit, maximum borrowing amount if amended	$ 17,500
Period due following investment agreement termination	3 days
Maryland Loan Receivable
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans, notes and working capital receivables		10,547			0
Purchase outstanding principal			$ 12,027
Interest rate, outstanding balance (as percent)			10.00%
Base interest rate (as percent)			12.00%
Variable rate, floor (as percent)			1.00%
Interest rate, paid in kind (as percent)			4.50%
Amortized cost basis			$ 12,622
Transaction related expenses			$ 595
Reserve for potential collectability				$ 1,804
Collection of notes receivable					8,100
Supply agreement, inventory receivable in exchange for note receivable, contract amount					$ 6,000
Term of supply agreement (in years)					3 years
Supply agreement, inventory receivable in exchange for note receivable, maximum quarterly amount					$ 500
Receivable with Imputed Interest, Discount					984
Financing receivable, accrued interest, after allowance for credit loss		$ 2,859
Supply agreement, inventory supplied					500
Supply agreement, inventory receivable provision					2,083
Maryland Loan Receivable \| Other current assets
Accounts, Notes, Loans and Financing Receivable [Line Items]
Supply agreement, inventory receivable in exchange for note receivable, contract amount					1,000
Supply agreement, inventory receivable provision					1,000
Maryland Loan Receivable \| Other Noncurrent Assets
Accounts, Notes, Loans and Financing Receivable [Line Items]
Supply agreement, inventory receivable in exchange for note receivable, contract amount					1,543
Supply agreement, inventory receivable provision					$ 1,083

VARIABLE INTEREST ENTITIES (Tables)

9 Months Ended

Sep. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Variable Interest Entities



(in thousands)	September 30, 2024		December 31, 2023
Current assets	$	4,414	$	585
Other noncurrent assets	61,754		44,722
Current liabilities	6,144		25,460
Noncurrent liabilities	13,418		9,516

Deficit	(8,838)		(3,476)



	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2024		2023		2024		2023
Revenue, net	$	5,980	$	—	$	7,752	$	—


Net loss	(891)		(672)		(5,362)		(1,869)

- Definition

Tabular disclosure of the significant judgments and assumptions made in determining whether a variable interest (as defined) held by the entity requires the variable interest entity (VIE) (as defined) to be consolidated and (or) disclose information about its involvement with the VIE, individually or in aggregate (as applicable); the nature of restrictions, if any, on the consolidated VIE's assets and on the settlement of its liabilities reported by an entity in its statement of financial position, including the carrying amounts of such assets and liabilities; the nature of, and changes in, the risks associated with involvement in the VIE; how involvement with the VIE affects the entity's financial position, financial performance, and cash flows; the lack of recourse if creditors (or beneficial interest holders) of the consolidated VIE have no recourse to the general credit of the primary beneficiary (if applicable); the terms of arrangements, giving consideration to both explicit arrangements and implicit variable interests, if any, that could require the entity to provide financial support to the VIE, including events or circumstances that could expose the entity to a loss; the methodology used by the entity for determining whether or not it is the primary beneficiary of the variable interest entity; the significant factors considered and judgments made in determining that the power to direct the activities of a VIE that most significantly impact the VIE's economic performance are shared (as defined); the carrying amounts and classification of assets and liabilities of the VIE included in the statement of financial position; the entity's maximum exposure to loss, if any, as a result of its involvement with the VIE, including how the maximum exposure is determined and significant sources of the entity's exposure to the VIE; a comparison of the carrying amounts of the assets and liabilities and the entity's maximum exposure to loss; information about any liquidity arrangements, guarantees, and (or) other commitments by third parties that may affect the fair value or risk of the entity's variable interest in the VIE; whether or not the entity has provided financial support or other support (explicitly or implicitly) to the VIE that it was not previously contractually required to provide or whether the entity intends to provide that support, including the type and amount of the support and the primary reasons for providing the support; and supplemental information the entity determines necessary to provide.

+ References + Details

LEASES - Financing Liability Maturity (Details) $ in Thousands	Sep. 30, 2024 USD ($)
Leases [Abstract]
Remainder of 2024	$ 623
2025	2,525
2026	2,599
2027	2,676
2028	2,755
Thereafter	6,722
Total	$ 17,900

EQUITY-BASED COMPENSATION EXPENSE (Tables)

9 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

Schedule of Stock Options Roll Forward

The following table summarizes stock option activity during the nine months ended September 30, 2024:


	Options Outstanding
(in thousands, except per share amounts)	Number of Options	Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Life (years)	Aggregate Intrinsic Value(1)
Outstanding, December 31, 2023	4,010	$	1.80	3.9	$	353


Exercised	(206)	0.85			8
Forfeited	(112)	1.15
Expired	(346)	2.91
Outstanding, September 30, 2024	3,346	$	1.77	3.2	$	—
Exercisable at September 30, 2024	2,212	$	1.91	3.1	$	—

(1)Based on the amount by which the closing market price of our Class A common stock exceeds the exercise price on each date indicated.

Schedule of Unvested Restricted Stock Units Roll Forward

The following table summarizes the RSU activity during the nine months ended September 30, 2024:


	Number of Shares (in thousands)	Weighted-Average Grant Date Fair Value per Share



Unvested, December 31, 2023	12,021	$	2.15
Granted(1)	12,110	1.29
Vested(1)(2)	(11,294)	2.29
Forfeited	(5,478)	1.10
Unvested, September 30, 2024	7,359	$	1.31

(1)Includes RSUs issued for the 2023 annual performance bonus that vested at issuance with a value of $3,304, of which $2,838 is included in “Accounts payable and accrued liabilities” on the unaudited Condensed Consolidated Balance Sheet at December 31, 2023, with the remainder reflected as a change in estimate that is included within “General and administrative expenses” on the unaudited Condensed Consolidated Statements of Operations for the nine months ended September 30, 2024.

(2)Includes 3,964 vested shares that were withheld to cover tax obligations and were subsequently cancelled.

Schedule of Share-based Compensation

The following table details the equity-based compensation expense by type of award for the periods presented:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2024		2023		2024		2023
RSUs(1)	$	(287)	$	4,656	$	14,575	$	13,133
Stock Options	92		308		1,230		728
Restricted Common Shares	—		—		—		115
Total equity-based compensation expense	$	(195)	$	4,964	$	15,805	$	13,976

(1)The three months ended September 30, 2024 reflects the reversal of equity-based compensation associated with RSUs and performance based awards that were forfeited during the period.

STOCKHOLDERS’ EQUITY - Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Number of Warrants
Outstanding, ending balance (in shares)	4,568,000	4,568,000
Outstanding, ending balance (in shares)	4,568,000	4,568,000
Weighted-Average Exercise Price
Exercise price of warrants, ending (in dollars per share)	$ 3.33	$ 3.33
Exercise price of warrants, ending (in dollars per share)	$ 3.33	$ 3.33
Weighted-Average Remaining Exercise Period (years)	1 year 6 months	2 years 3 months 18 days
Aggregate intrinsic value	$ 0	$ 0
Class of warrant exercised (in shares)	0
Minimum
Weighted-Average Exercise Price
Grant date fair value per warrant (in dollars per share)	$ 0.06
Volatility rate (as percent)	70.00%
Risk free interest rate (as percent)	0.30%
Maximum
Weighted-Average Exercise Price
Grant date fair value per warrant (in dollars per share)	$ 0.84
Volatility rate (as percent)	87.50%
Risk free interest rate (as percent)	4.20%

EQUITY-BASED COMPENSATION EXPENSE - Equity-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total equity-based compensation expense	$ (195)	$ 4,964	$ 15,805	$ 13,976
RSUs(1)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total equity-based compensation expense	(287)	4,656	14,575	13,133
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total equity-based compensation expense	92	308	1,230	728
Restricted Common Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total equity-based compensation expense	$ 0	$ 0	$ 0	$ 115

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 1D
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480483/718-10-35-1D

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480483/718-10-35-3

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-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

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-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

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-SubTopic 10
-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

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-SubTopic 10
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

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-SubTopic 10
-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

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-Topic 718
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

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-Topic 718
-SubTopic 10
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-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

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-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

+ Details

PROPERTY AND EQUIPMENT - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 9,057	$ 8,531	$ 27,341	$ 24,958
Depreciation expense capitalized during the period	6,380	$ 6,227	19,431	$ 18,628
Inventory, depreciation costs	4,211		4,211		$ 5,510
Equipment rented under finance leases	2,321		2,321		2,321
Amortization of leased asset	966		966		$ 549
Aggregate number of leases that can be entered into	$ 3,000		$ 3,000

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2024	Nov. 08, 2024
Entity Listings [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2024
Document Transition Report	false
Entity File Number	333-254800
Entity Registrant Name	ASCEND WELLNESS HOLDINGS, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	83-0602006
Entity Address, Address Line One	44 Whippany Rd.
Entity Address, Address Line Two	Suite 101
Entity Address, City or Town	Morristown
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07960
City Area Code	646
Local Phone Number	661-7600
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Amendment Flag	false
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Entity Central Index Key	0001756390
Current Fiscal Year End Date	--12-31
Class A common stock
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		214,365,317
Class B common stock
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		65,000

INCOME TAXES

9 Months Ended

Sep. 30, 2024

Income Tax Disclosure [Abstract]

INCOME TAXES


	Three Months Ended September 30,						Nine Months Ended September 30,
($ in thousands)	2024			2023			2024			2023
Loss before income taxes	$	(18,489)		$	(4,514)		$	(33,820)		$	(7,391)
Income tax expense	9,767			6,726			34,383			21,480
Effective tax rate	(52.8)		%	(149.0)		%	(101.7)		%	(290.6)		%

Gross profit	$	43,729		$	43,556		$	137,339		$	107,579
Effective tax rate on gross profit	22.3		%	15.4		%	25.0		%	20.0		%

The internal revenue service has taken the position that cannabis companies are subject to the limitations of IRC Section 280E, under which such companies are only allowed to deduct expenses directly related to the sales of product. This results in permanent differences between ordinary and necessary business expenses deemed non-allowable under IRC Section 280E and those allowed for financial statement reporting purposes (“book-to-tax” differences). Cannabis companies operating in states that align their tax codes with IRC Section 280E are also unable to deduct ordinary and necessary business expenses for state tax purposes. Ordinary and necessary business expenses deemed non-deductible under IRC Section 280E are treated as permanent book-to-tax differences. Therefore, the effective tax rate on income realized by cannabis companies can be highly variable and may not necessarily correlate with pre-tax income or loss.

The Company’s quarterly tax provision is calculated under the discrete method which treats the interim period as if it were the annual period and determines the income tax expense or benefit on that basis. The discrete method is applied when application of the estimated annual effective tax rate is impractical because it is not possible to reliably estimate the annual effective tax rate. The Company believes, at this time, the use of this discrete method is more appropriate than the annual effective tax rate method due to the high degree of uncertainty in estimating annual pre-tax income due to the early growth stage of the business.

The Company has recorded an uncertain tax liability for uncertain tax positions primarily related to the treatment of certain transactions and deductions under IRC Section 280E based on legal interpretations that challenge the Company’s tax liability under IRC Section 280E. These uncertain tax positions are included within “Other non-current liabilities” on the unaudited Condensed Consolidated Balance Sheets. The following table shows a reconciliation of the beginning and ending amount of unrecognized tax benefits:


	Nine Months Ended September 30, 2024
Balance, December 31, 2023	$	72,955
Additions for tax positions related to the current year	26,315
Additions for tax positions related to prior years(1)	27,131
Balance, September 30, 2024	$	126,401

(1)Includes approximately $17,000 of IRC Section 280E refunds received during the nine months ended September 30, 2024.

A total of $15,809 of interest and penalties is accrued for the uncertain tax positions as of September 30, 2024, which includes $10,385 related to the current year and $5,424 for prior years. The Company has been selected for examination of its amended tax returns filed with these unrecognized tax benefits but does not currently anticipate its unrecognized tax benefits to be resolved in the next twelve months and anticipates that the total amount of unrecognized tax benefits may change within the next twelve months for additional uncertain tax positions taken on a go-forward basis. If favorably resolved, the unrecognized tax benefits would decrease the Company’s effective tax rate.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 2: http://www.xbrl.org/2003/role/exampleRef
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-URI https://asc.fasb.org/1943274/2147482663/740-10-55-231

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477891/740-270-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1
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-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
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-Publisher FASB
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 2
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482603/740-30-50-2

+ Details

EQUITY-BASED COMPENSATION EXPENSE - Narrative (Details) - USD ($)		1 Months Ended	3 Months Ended		9 Months Ended
	Mar. 09, 2023	Aug. 31, 2023	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Jul. 31, 2021	Nov. 30, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of issued and outstanding shares (as percent)	10.00%
Equity-based compensation expense (reversal)			$ (195,000)	$ 4,964,000	$ 15,805,000	$ 13,976,000
Equity-based compensation costs capitalized during the period			164,000	1,830,000	6,516,000	5,689,000
Inventory, equity-based compensation cost			1,707,000		1,707,000		$ 1,968,000
General and administrative expenses
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation expense (reversal)			(359,000)	3,134,000	9,289,000	8,287,000
Cost of goods sold
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation expense (reversal)			$ 230,000	2,476,000	$ 6,777,000	4,457,000
Restricted Common Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation arrangement by share-based payment award, equity instruments other than options, nonvested, number			0		0
Equity-based compensation expense, cost not yet recognized			$ 0		$ 0
Equity-based compensation expense (reversal)			$ 0	0	$ 0	115,000
Stock Appreciation Rights (SARs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Awards issued to date (in shares)			0		0
Restricted Stock Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Awards issued to date (in shares)			0		0
Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation expense, cost not yet recognized			$ 742,000		$ 742,000
Equity-based compensation expense, cost not yet recognized, period for recognition (in years)					2 years
RSUs(1)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation arrangement by share-based payment award, equity instruments other than options, nonvested, number			7,359,000		7,359,000		12,021,000
Equity-based compensation expense, cost not yet recognized			$ 8,154,000		$ 8,154,000
Equity-based compensation expense, cost not yet recognized, period for recognition (in years)					2 years 9 months 18 days
Equity-based compensation expense (reversal)			(287,000)	$ 4,656,000	$ 14,575,000	$ 13,133,000
Employee Stock Purchase Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares of stock reserved for issuance under equity incentive plan (in shares)								4,000,000
Performance Based Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)		4,000,000
Equity-based compensation reversed			$ 638,000
2020 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Maximum number of awards to be issued (in shares)									10,031,000
Awards issued to date (in shares)			9,994,000		9,994,000
2020 Plan \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period (in years)					2 years
2020 Plan \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period (in years)					3 years
2021 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares of stock reserved for issuance under equity incentive plan (in shares)			10,729,000		10,729,000			17,000,000
2021 Plan \| Employee Stock Purchase Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Maximum number of awards to be issued (in shares)			0		0

LEASES

9 Months Ended

Sep. 30, 2024

Leases [Abstract]

LEASES

The Company leases land, buildings, equipment, and other capital assets which it uses for corporate purposes and the production and sale of cannabis products with terms generally ranging from 1 to 20 years.

We determine if an arrangement is a lease at inception and begin recording lease activity at the commencement date, which is generally the date in which we take possession of or control the physical use of the asset. ROU assets and lease liabilities are recognized based on the present value of lease payments over the lease term, with lease expense recognized on a straight-line basis. Lease agreements may contain rent escalation clauses, rent holidays, or certain landlord incentives, including tenant improvement allowances. ROU assets include amounts for scheduled rent increases and are reduced by lease incentive amounts. Certain of our lease agreements include variable rent payments, consisting primarily of rental payments adjusted periodically for inflation and amounts paid to the lessor based on cost or consumption, such as maintenance and utilities. Variable rent lease components are not included in the lease liability. We typically exclude options to extend the lease in a lease term unless it is reasonably certain that we will exercise the option and when doing so is at our sole discretion. Our lease agreements generally do not contain any material residual value guarantees or material restrictive covenants. We may rent or sublease to third parties certain real property assets that we no longer use.

The components of lease assets and lease liabilities and their classification on the unaudited Condensed Consolidated Balance Sheets were as follows:


(in thousands)	Classification	September 30, 2024		December 31, 2023
Lease assets
Operating leases	Operating lease right-of-use assets	$	138,776	$	130,556
Finance leases	Property and equipment, net	1,355		1,772
Total lease assets		$	140,131	$	132,328

Lease liabilities
Current liabilities
Operating leases	Operating lease liabilities, current	$	5,125	$	3,660
Finance leases	Current portion of debt, net	549		496
Noncurrent liabilities
Operating leases	Operating lease liabilities, noncurrent	267,414		261,087
Finance leases	Long-term debt, net	777		1,196
Total lease liabilities		$	273,865	$	266,439

The components of lease costs and classification within the unaudited Condensed Consolidated Statements of Operations were as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2024		2023		2024		2023
Operating lease costs
Capitalized to inventory	$	9,349	$	9,262	$	27,459	$	25,960
General and administrative expenses	980		651		3,117		1,914
Total operating lease costs	$	10,329	$	9,913	$	30,576	$	27,874

Finance lease costs
Amortization of leased assets(1)	$	139	$	138	$	417	$	320
Interest on lease liabilities	48		68		154		138
Total finance lease costs	$	187	$	206	$	571	$	458

(1)Included as a component of depreciation expense within “General and administrative expenses” on the accompanying unaudited Condensed Consolidated Statements of Operations.

At September 30, 2024 and December 31, 2023, $7,312 and $6,028, respectively, of lease costs remained capitalized in inventory.

The following table presents information on short-term and variable lease costs:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2024		2023		2024		2023


Total short-term and variable lease costs	$	1,195	$	1,176	$	3,162	$	3,353

Sublease income generated during the three and nine months ended September 30, 2024 and 2023 was immaterial.

The following table includes supplemental cash and non-cash information related to our leases:


	Nine Months Ended September 30,
(in thousands)	2024		2023
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	30,898	$	27,581
Operating cash flows from finance leases	154		138
Financing cash flows from finance leases	366		256
ROU assets obtained in exchange for new lease obligations
Operating leases	$	9,560	$	34,583
Finance leases	—		1,159

The following table summarizes the weighted-average remaining lease term and discount rate:


	September 30, 2024		December 31, 2023
Weighted-average remaining term (years)
Operating leases	13.5		14.3
Finance leases	2.3		3.0
Weighted-average discount rate
Operating leases	15.1	%	15.1	%
Finance leases	13.7	%	13.7	%


(in thousands)	Operating Lease Liabilities		Finance Lease Liabilities
Remainder of 2024	$	10,586	$	173
2025	43,257		693
2026	43,595		572
2027	44,759		103
2028	45,967		—
Thereafter	488,667		—
Total lease payments	676,831		1,541
Less: imputed interest	404,292		215
Present value of lease liabilities	$	272,539	$	1,326

Sale Leaseback Transactions


(in thousands)	Remainder of 2024		2025		2026		2027		2028		Thereafter		Total
Cash payments due under financing liabilities	$	623	$	2,525	$	2,599	$	2,676	$	2,755	$	6,722	$	17,900

LEASES

The components of lease assets and lease liabilities and their classification on the unaudited Condensed Consolidated Balance Sheets were as follows:


(in thousands)	Classification	September 30, 2024		December 31, 2023
Lease assets
Operating leases	Operating lease right-of-use assets	$	138,776	$	130,556
Finance leases	Property and equipment, net	1,355		1,772
Total lease assets		$	140,131	$	132,328

Lease liabilities
Current liabilities
Operating leases	Operating lease liabilities, current	$	5,125	$	3,660
Finance leases	Current portion of debt, net	549		496
Noncurrent liabilities
Operating leases	Operating lease liabilities, noncurrent	267,414		261,087
Finance leases	Long-term debt, net	777		1,196
Total lease liabilities		$	273,865	$	266,439

The components of lease costs and classification within the unaudited Condensed Consolidated Statements of Operations were as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2024		2023		2024		2023
Operating lease costs
Capitalized to inventory	$	9,349	$	9,262	$	27,459	$	25,960
General and administrative expenses	980		651		3,117		1,914
Total operating lease costs	$	10,329	$	9,913	$	30,576	$	27,874

Finance lease costs
Amortization of leased assets(1)	$	139	$	138	$	417	$	320
Interest on lease liabilities	48		68		154		138
Total finance lease costs	$	187	$	206	$	571	$	458

(1)Included as a component of depreciation expense within “General and administrative expenses” on the accompanying unaudited Condensed Consolidated Statements of Operations.

At September 30, 2024 and December 31, 2023, $7,312 and $6,028, respectively, of lease costs remained capitalized in inventory.

The following table presents information on short-term and variable lease costs:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2024		2023		2024		2023


Total short-term and variable lease costs	$	1,195	$	1,176	$	3,162	$	3,353

Sublease income generated during the three and nine months ended September 30, 2024 and 2023 was immaterial.

The following table includes supplemental cash and non-cash information related to our leases:


	Nine Months Ended September 30,
(in thousands)	2024		2023
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	30,898	$	27,581
Operating cash flows from finance leases	154		138
Financing cash flows from finance leases	366		256
ROU assets obtained in exchange for new lease obligations
Operating leases	$	9,560	$	34,583
Finance leases	—		1,159

The following table summarizes the weighted-average remaining lease term and discount rate:


	September 30, 2024		December 31, 2023
Weighted-average remaining term (years)
Operating leases	13.5		14.3
Finance leases	2.3		3.0
Weighted-average discount rate
Operating leases	15.1	%	15.1	%
Finance leases	13.7	%	13.7	%


(in thousands)	Operating Lease Liabilities		Finance Lease Liabilities
Remainder of 2024	$	10,586	$	173
2025	43,257		693
2026	43,595		572
2027	44,759		103
2028	45,967		—
Thereafter	488,667		—
Total lease payments	676,831		1,541
Less: imputed interest	404,292		215
Present value of lease liabilities	$	272,539	$	1,326

Sale Leaseback Transactions


(in thousands)	Remainder of 2024		2025		2026		2027		2028		Thereafter		Total
Cash payments due under financing liabilities	$	623	$	2,525	$	2,599	$	2,676	$	2,755	$	6,722	$	17,900

SUPPLEMENTAL INFORMATION

9 Months Ended

Sep. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

SUPPLEMENTAL INFORMATION

The following table presents supplemental information regarding our other current assets:


(in thousands)	September 30, 2024		December 31, 2023
Prepaid expenses	$	5,928	$	7,270
Deposits and other receivables	3,972		9,302
Construction deposits	210		569
Tenant improvement allowance	—		1,010
Other	263		1,493
Total	$	10,373	$	19,644

The following table presents supplemental information regarding our accounts payable and accrued liabilities:


(in thousands)	September 30, 2024		December 31, 2023
Accounts payable	$	29,346	$	34,687
Accrued payroll and related expenses	9,799		21,306
Accrued interest	6,239		—

Fixed asset purchases	2,981		5,738
Other	10,529		9,381


Total	$	58,894	$	71,112

The following table presents supplemental information regarding our general and administrative expenses:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2024		2023		2024		2023
Compensation	$	16,441	$	17,855	$	57,267	$	49,043
Depreciation and amortization	8,764		7,495		26,058		21,927
Rent and utilities	5,943		5,859		16,782		15,059
Professional services	7,763		3,217		16,037		9,864
Insurance	1,420		1,165		4,365		3,908
Marketing	1,887		1,034		4,031		3,303
Gain on sale of assets	—		—		(11)		(226)
Other	3,928		3,384		14,174		8,884
Total	$	46,146	$	40,009	$	138,703	$	111,762

COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands					1 Months Ended	9 Months Ended	12 Months Ended
COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands	Aug. 18, 2023 claim	Sep. 30, 2022 USD ($)	Apr. 14, 2021 property	Feb. 25, 2021 USD ($)	Apr. 30, 2022 USD ($)	Sep. 30, 2024 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2023 USD ($)	Dec. 21, 2022 claim	May 10, 2022 USD ($)	Apr. 30, 2021 USD ($)
Med Men N Y Second Amended Complaint
Loss Contingencies [Line Items]
Loss contingency, damages sought, value (in excess of)		$ 2,400
Number of counterclaims dismissed \| claim	7
Number of counterclaims that had been brought \| claim									10
Estimated reserve						$ 5,447	$ 3,700
Med Men N Y Second Amended Complaint \| Notes receivable
Loss Contingencies [Line Items]
Current portion of total reserve						2,422
Med Men N Y Second Amended Complaint \| Other current assets
Loss Contingencies [Line Items]
Current portion of total reserve						6,695
TVP Parties Matter
Loss Contingencies [Line Items]
Put option, term (in years)			3 years
Number of properties that remain suitable for original business purpose \| property			3
Fair value of properties to be acquired											$ 5,400
MedMen NY, Inc.
Loss Contingencies [Line Items]
Ownership interest (as percent)				86.70%						99.99%
MedMen NY, Inc.
Loss Contingencies [Line Items]
Commitment				$ 73,000
MedMen NY, Inc. \| MedMen NY Promissory Note
Loss Contingencies [Line Items]
Total debt				28,000
MedMen NY, Inc. \| Cash investment
Loss Contingencies [Line Items]
Commitment				35,000
MedMen NY, Inc. \| Prepaid deposit
Loss Contingencies [Line Items]
Commitment				4,000
Loss contingency, damages sought, value (in excess of)				4,000
MedMen NY, Inc. \| Amount due upon first adult-use cannabis sale
Loss Contingencies [Line Items]
Commitment				$ 10,000
MedMen NY, Inc. \| Additional transaction consideration
Loss Contingencies [Line Items]
Commitment										$ 15,000
MedMen NY, Inc. \| Original transaction consideration, cash at closing
Loss Contingencies [Line Items]
Commitment										74,000
MedMen NY, Inc. \| Additional transaction consideration, cash at closing
Loss Contingencies [Line Items]
Commitment										$ 11,000
Story
Loss Contingencies [Line Items]
Clinical funding commitment, additional commitment					$ 10,000	$ 10,000		$ 10,000
Clinical funding commitment, additional commitment term (in years)					10 years

LEASES - Narrative (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Lessee, Lease, Description [Line Items]
Capitalized lease costs	$ 7,312	$ 6,028
Minimum
Lessee, Lease, Description [Line Items]
Operating lease term (in years)	1 year
Maximum
Lessee, Lease, Description [Line Items]
Operating lease term (in years)	20 years

DEBT - Maturities of Debt (Details) $ in Thousands	Sep. 30, 2024 USD ($)
Sellers' notes
Debt Instrument [Line Items]
Remainder of 2024	$ 1,250
2025	11,060
2029	0
Long-term debt, net	12,310
Term note maturities
Debt Instrument [Line Items]
Remainder of 2024	0
2025	60,000
2029	235,000
Long-term debt, net	$ 295,000

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

THE COMPANY AND NATURE OF OPERATIONS	9 Months Ended
THE COMPANY AND NATURE OF OPERATIONS	Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
THE COMPANY AND NATURE OF OPERATIONS	THE COMPANY AND NATURE OF OPERATIONS Ascend Wellness Holdings, Inc., which operates through its subsidiaries (collectively referred to as “AWH,” “Ascend,” “we,” “us,” “our,” or the “Company”), is a vertically integrated multi-state operator in the United States cannabis industry. AWH owns, manages, and operates cannabis cultivation facilities and dispensaries in several states across the United States, including Illinois, Maryland, Massachusetts, Michigan, New Jersey, Ohio, and Pennsylvania. Our core business is the cultivation, manufacturing, and distribution of cannabis consumer packaged goods, which are sold through company-owned retail stores and to third-party licensed retail cannabis stores. AWH is headquartered in Morristown, New Jersey. Shares of the Company’s Class A common stock are listed on the Canadian Securities Exchange (the “CSE”) under the ticker symbol “AAWH.U” and are quoted on the OTCQX® Best Market (the “OTCQX”) under the symbol “AAWH.”

INCOME TAXES - Schedule of Unrecognized Tax Benefits (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2024 USD ($)
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Beginning balance	$ 72,955
Additions for tax positions related to the current year	26,315
Additions for tax positions related to prior years	27,131
Ending balance	126,401
Refunds received	$ 17,000

PROPERTY AND EQUIPMENT - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 370,988	$ 348,238
Less: accumulated depreciation	107,497	80,156
Property and equipment, net	263,491	268,082
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	202,341	192,807
Buildings
Property, Plant and Equipment [Line Items]
Property and equipment, gross	83,703	72,204
Furniture, fixtures, and equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	75,833	71,474
Construction in progress
Property, Plant and Equipment [Line Items]
Property and equipment, gross	3,329	6,511
Land
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 5,782	$ 5,242

LEASES - Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Lease assets
Operating lease right-of-use assets	$ 138,776	$ 130,556
Finance lease, right-of-use asset	1,355	1,772
Total lease assets	140,131	132,328
Lease liabilities
Operating lease liabilities, current	5,125	3,660
Finance lease, liability, current	549	496
Operating lease liabilities, noncurrent	267,414	261,087
Finance lease, liability, noncurrent	777	1,196
Total lease liabilities	$ 273,865	$ 266,439
Finance lease, right-of-use asset, statement of financial position [Extensible Enumeration]	Property and equipment, net	Property and equipment, net
Finance lease, liability, current, statement of financial position [Extensible Enumeration]	Current portion of debt, net	Current portion of debt, net
Finance lease, liability, noncurrent, statement of financial position [Extensible Enumeration]	Long-term debt, net	Long-term debt, net

INVENTORY - Schedule of Inventory (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Inventory Disclosure [Abstract]
Materials and supplies	$ 10,983	$ 16,824
Work in process	40,114	36,612
Finished goods	46,290	41,858
Total	$ 97,387	$ 95,294

STOCKHOLDERS’ EQUITY (Tables)

9 Months Ended

Sep. 30, 2024

Equity [Abstract]

Schedule of Common Stock Outstanding

The following table summarizes the total shares of Class A common stock and Class B common stock outstanding as of September 30, 2024 and December 31, 2023:


(in thousands)	September 30, 2024	December 31, 2023
Shares of Class A common stock	214,346	206,810
Shares of Class B common stock	65	65
Total	214,411	206,875

Schedule of Warrants

The following table summarizes the warrants activity during the nine months ended September 30, 2024:


	Number of Warrants (in thousands)	Weighted-Average Exercise Price		Weighted-Average Remaining Exercise Period (years)	Aggregate Intrinsic Value (in thousands)(1)
Outstanding, December 31, 2023	4,568	$	3.33	2.3	$	—


Outstanding, September 30, 2024(2)	4,568	$	3.33	1.5	$	—

(1)Based on the amount by which the closing market price of our Class A common stock exceeds the exercise price on each date indicated.

- Definition

Tabular disclosure of an entity's stock, including par or stated value per share, number and dollar amount of share subscriptions, shares authorized, shares issued, shares outstanding, number and dollar amount of shares held in an employee trust, dividend per share, total dividends, share conversion features, par value plus additional paid in capital, the value of treasury stock and other information necessary to a fair presentation, and EPS information. Stock by class includes common, convertible, and preferred stocks which are not redeemable or redeemable solely at the option of the issuer. Includes preferred stock with redemption features that are solely within the control of the issuer and mandatorily redeemable stock if redemption is required to occur only upon liquidation or termination of the reporting entity. If more than one issue is outstanding, state the title of each issue and the corresponding dollar amount; dollar amount of any shares subscribed but unissued and the deduction of subscriptions receivable there from; number of shares authorized, issued, and outstanding.

+ References

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+ Details

INTANGIBLE ASSETS AND GOODWILL (Tables)

9 Months Ended

Sep. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Finite-Lived Intangible Assets


(in thousands)	September 30, 2024		December 31, 2023
Intangible Assets
Licenses and permits	$	262,017	$	250,867
In-place leases	19,963		19,963
Trade names	380		380
	282,360		271,210
Accumulated amortization:
Licenses and permits	(53,708)		(34,427)
In-place leases	(16,081)		(14,951)
Trade names	(380)		(380)
	(70,169)		(49,758)

Total intangible assets, net	$	212,191	$	221,452

Schedule of Goodwill

Goodwill


(in thousands)
Balance, December 31, 2023	$	47,538
Acquisitions(1)	2,261
Adjustments to purchase price allocation(1)	(200)
Balance, September 30, 2024	$	49,599

(1)Refer to Note 4, “Acquisitions,” for additional information.

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
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+ Details

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Current assets
Cash and cash equivalents	$ 65,279	$ 72,508
Accounts receivable, net	38,775	28,298
Inventory	97,387	95,294
Notes receivable	1,764	13,116
Other current assets	10,373	19,644
Total current assets	213,578	228,860
Property and equipment, net	263,491	268,082
Operating lease right-of-use assets	138,776	130,556
Intangible assets, net	212,191	221,452
Goodwill	49,599	47,538
Other noncurrent assets	18,238	23,062
TOTAL ASSETS	895,873	919,550
Current liabilities
Accounts payable and accrued liabilities	58,894	71,112
Current portion of debt, net	73,739	11,148
Operating lease liabilities, current	5,125	3,660
Income taxes payable	753	0
Other current liabilities	6,618	6,766
Total current liabilities	145,129	92,686
Long-term debt, net	232,162	297,565
Operating lease liabilities, noncurrent	267,414	261,087
Deferred tax liabilities, net	25,568	35,745
Other non-current liabilities	136,691	89,595
Total liabilities	806,964	776,678
Commitments and contingencies (Note 15)
Stockholders' Equity
Preferred stock, $0.001 par value per share; 10,000 shares authorized, none issued and outstanding as of September 30, 2024 and December 31, 2023	0	0
Additional paid-in capital	471,436	458,027
Accumulated deficit	(383,565)	(315,362)
Total stockholders' equity	88,086	142,872
Non-controlling interests	823	0
Total stockholders' equity	88,909	142,872
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	895,873	919,550
Class A common stock
Stockholders' Equity
Class A and Class B common stock	215	207
Class B common stock
Stockholders' Equity
Class A and Class B common stock	$ 0	$ 0

ACQUISITIONS - Narrative (Details) shares in Thousands, $ in Thousands						1 Months Ended						3 Months Ended				9 Months Ended
	Oct. 01, 2024 USD ($)	Dec. 31, 2023 USD ($) license	Apr. 27, 2023 USD ($) dispensary shares	Aug. 12, 2022 USD ($) dispensary	Aug. 11, 2022 USD ($) license	Sep. 30, 2024 USD ($)	Jun. 30, 2024 license	Apr. 30, 2024 USD ($) dispensary	Jan. 31, 2024 USD ($)	Dec. 31, 2023 USD ($) dispensary	Aug. 31, 2022 license	Sep. 30, 2024 USD ($)	Jun. 30, 2024 USD ($)	Mar. 31, 2024 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)
Business Acquisition [Line Items]
Present value of lease liabilities						$ 272,539						$ 272,539				$ 272,539
Operating lease right-of-use assets		$ 130,556				138,776				$ 130,556		138,776				138,776
Reduction in goodwill																200
Purchase of intangible assets																10,450	$ 15,943
Massachusetts Agreement - Cultivation And Manufacturer Licenses
Business Acquisition [Line Items]
Present value of lease liabilities									$ 761
Operating lease right-of-use assets									761
Purchase price									2,750
Purchase of intangible assets									$ 1,500
Massachusetts Agreement - Cultivation And Manufacturer Licenses \| Subsequent Event
Business Acquisition [Line Items]
Purchase of intangible assets	$ 1,250
Detroit License Holder \| Variable Interest Entity, Primary Beneficiary
Business Acquisition [Line Items]
Purchase price						$ 1,140
Variable interest entity, qualitative or quantitative information, ownership percentage						49.00%
Cash consideration						$ 850
Asset acquisition, consideration transferred, contingent consideration, maximum						2,250
Earn-out provisions						$ 290
Ohio Patient Access LLC (“OPA”)
Business Acquisition [Line Items]
Purchase price				$ 24,132
Cash consideration				11,300
Earn-out provisions				$ 7,300
Business acquisition, percentage of voting interests acquired				100.00%
Number of dispensary granted with right to operate \| dispensary				3
Working capital requirements				$ 10,000
Number of dispensaries opened \| dispensary										2
Purchase of intangible assets				22,300
Number of licenses acquired \| license							2
Fair value of cash consideration				19,290
Assets acquired long-term debt				11,000
Intangible assets acquired				21,684
Properties acquired fair value				2,448
Deferred tax liability recorded															$ 9,516		9,516
Asset acquisition, contingent consideration, liability		6,670								$ 6,670
Asset acquisition contingent consideration, increase (decrease) in fair value																630
Ohio Patient Access LLC (“OPA”) \| Estimated fair value
Business Acquisition [Line Items]
Earn-out provisions				4,842
Illinois Licenses
Business Acquisition [Line Items]
Purchase of intangible assets		$ 8,100		5,600	$ 3,000			$ 2,500
Purchase of intangible assets					$ 5,500
Number of licenses acquired \| license		2			1						2
Assets acquired long-term debt					$ 2,500
Deferred tax liability recorded				$ 2,458	$ 2,414
Chicago Partner Dispensaries , (Illinois MSAs Agreement)
Business Acquisition [Line Items]
Number of businesses acquired \| dispensary								2
Consideration transferred								$ 10,000
Payments to acquire businesses, gross													$ 8,500	$ 1,500
Present value of lease liabilities								3,065
Operating lease right-of-use assets								3,065
Net revenue												1,323				1,435
Net income (loss)												(160)				(493)
Devi Holdings, Inc. (Maryland Agreement)
Business Acquisition [Line Items]
Payments to acquire businesses, gross			$ 12,000
Net revenue												9,719			9,541	28,860	11,270
Net income (loss)												$ 1,080			$ 688	$ 3,006	$ 15
Business acquisition, percentage of voting interests acquired			100.00%
Business acquisition, number of dispensaries acquired \| dispensary			4
Shares issued in business combination (in shares) \| shares			5,185
Business acquisition common stock with an estimated fair value			$ 4,770
Reduction in consideration								200
Reduction in goodwill								$ 200

INCOME TAXES (Tables)

9 Months Ended

Sep. 30, 2024

Income Tax Disclosure [Abstract]

Schedule of Effective Income Tax Rate Reconciliation


	Three Months Ended September 30,						Nine Months Ended September 30,
($ in thousands)	2024			2023			2024			2023
Loss before income taxes	$	(18,489)		$	(4,514)		$	(33,820)		$	(7,391)
Income tax expense	9,767			6,726			34,383			21,480
Effective tax rate	(52.8)		%	(149.0)		%	(101.7)		%	(290.6)		%

Gross profit	$	43,729		$	43,556		$	137,339		$	107,579
Effective tax rate on gross profit	22.3		%	15.4		%	25.0		%	20.0		%

Schedule of Unrecognized Tax Benefits Roll Forward

The following table shows a reconciliation of the beginning and ending amount of unrecognized tax benefits:


	Nine Months Ended September 30, 2024
Balance, December 31, 2023	$	72,955
Additions for tax positions related to the current year	26,315
Additions for tax positions related to prior years(1)	27,131
Balance, September 30, 2024	$	126,401

(1)Includes approximately $17,000 of IRC Section 280E refunds received during the nine months ended September 30, 2024.

SUPPLEMENTAL INFORMATION - Schedule of Other Current Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Prepaid expenses	$ 5,928	$ 7,270
Deposits and other receivables	3,972	9,302
Construction deposits	210	569
Tenant improvement allowance	0	1,010
Other	263	1,493
Total	$ 10,373	$ 19,644

DEBT - Interest Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
DEBT - Interest Expense (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Debt Instrument [Line Items]
Cash interest	$ 8,707	$ 6,515	$ 21,699	$ 19,479
Loss on extinguishment of debt	5,475	0	5,475	0
Accretion	1,636	1,802	4,432	7,082
Interest on financing liabilities	615	578	1,794	1,720
Interest on finance leases	48	68	154	138
Total	16,481	$ 8,963	33,554	$ 28,419
2021 Credit Facility Member
Debt Instrument [Line Items]
Prepayment fees and accrued interest	3,527		3,527
Deferred debt issuance cost, write-off	$ 1,948		$ 1,948

INVENTORY - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
INVENTORY - Narrative (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Inventory Disclosure [Abstract]
Compensation costs capitalized during the period	$ 19,566	$ 18,552	$ 58,539	$ 52,847
Capitalized compensation costs included in inventory	16,030		16,030		$ 13,730
Inventory write-down	$ 1,749	$ 2,938	$ 2,223	$ 13,052

PROPERTY AND EQUIPMENT

9 Months Ended

Sep. 30, 2024

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT

Property and equipment consists of the following:


(in thousands)	September 30, 2024		December 31, 2023
Leasehold improvements	$	202,341	$	192,807
Buildings	83,703		72,204
Furniture, fixtures, and equipment	75,833		71,474
Construction in progress	3,329		6,511
Land	5,782		5,242
Property and equipment, gross	370,988		348,238
Less: accumulated depreciation	107,497		80,156
Property and equipment, net	$	263,491	$	268,082

Total depreciation expense was $9,057 and $8,531 during the three months ended September 30, 2024 and 2023, respectively, and $27,341 and $24,958 during the nine months ended September 30, 2024 and 2023, respectively. Total depreciation expense capitalized to inventory was $6,380 and $6,227 during the three months ended September 30, 2024 and 2023, respectively, and $19,431 and $18,628 during the nine months ended September 30, 2024 and 2023, respectively. At September 30, 2024 and December 31, 2023, $4,211 and $5,510, respectively, of depreciation expense remained capitalized as part of inventory.

The table above includes equipment with a gross value of $2,321 as of each of September 30, 2024 and December 31, 2023 and accumulated amortization of $966 and $549, respectively, that the Company is renting under finance leases pursuant to a master lease agreement that was entered into in June 2022 and, as amended, allows for an aggregate of up to $3,000 of such leases to be entered during the current annual renewal period. Refer to Note 10, “Leases,” for additional information regarding our lease arrangements.

VARIABLE INTEREST ENTITIES - Schedule of Variable Interest Entities (Details) - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Variable Interest Entity [Line Items]
Current assets	$ 213,578						$ 213,578		$ 228,860
Other noncurrent assets	18,238						18,238		23,062
Current liabilities	145,129						145,129		92,686
Deficit	88,086						88,086		142,872
Revenue, net	141,647			$ 141,268			425,593	$ 378,432
Net loss	(28,256)	$ (21,784)	$ (18,163)	(11,240)	$ 841	$ (18,472)	(68,203)	(28,871)
Variable Interest Entity, Primary Beneficiary
Variable Interest Entity [Line Items]
Current assets	4,414						4,414		585
Other noncurrent assets	61,754						61,754		44,722
Current liabilities	6,144						6,144		25,460
Noncurrent liabilities	13,418						13,418		9,516
Deficit	(8,838)						(8,838)		$ (3,476)
Revenue, net	5,980			0			7,752	0
Net loss	$ (891)			$ (672)			$ (5,362)	$ (1,869)

- Definition

Amount of asset recognized for present right to economic benefit, classified as current.

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Total obligations incurred as part of normal operations that are expected to be paid during the following twelve months or within one business cycle, if longer.

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The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

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+ Details

- Definition

Amount of equity (deficit) attributable to parent. Excludes temporary equity and equity attributable to noncontrolling interest.

+ References

+ Details

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

LEASES - Lease Cost (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
LEASES - Lease Cost (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Lessee, Lease, Description [Line Items]
Operating lease costs	$ 10,329	$ 9,913	$ 30,576	$ 27,874
Amortization of leased assets	139	138	417	320
Interest on lease liabilities	48	68	154	138
Total finance lease costs	187	206	571	458
General and administrative expenses
Lessee, Lease, Description [Line Items]
Operating lease costs	980	651	3,117	1,914
Capitalized to inventory
Lessee, Lease, Description [Line Items]
Operating lease costs	$ 9,349	$ 9,262	$ 27,459	$ 25,960

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation	The accompanying unaudited condensed consolidated interim financial statements have been prepared in accordance with (i) United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information, and (ii) the instructions to Form 10-Q and Article 10 of Regulation S-X. In the opinion of our management, our unaudited condensed consolidated financial statements and accompanying notes (the “Financial Statements”) include all normal recurring adjustments that are necessary for the fair statement of the interim periods presented. Interim results of operations are not necessarily indicative of results for the full year, or any other period. The Financial Statements should be read in conjunction with our audited consolidated financial statements (and notes thereto) in our Annual Report on Form 10-K for the year ended December 31, 2023 (the “Annual Report”), as filed with the United States Securities and Exchange Commission (“SEC”) and with the relevant Canadian securities regulatory authorities under its profile on the System for Electronic Document Analysis and Retrieval Plus (“SEDAR+”). Except as noted below, there have been no material changes to the Company’s significant accounting policies and estimates during the nine months ended September 30, 2024. We round amounts in the Financial Statements to thousands, except per unit or per share amounts or as otherwise stated. We calculate all percentages, per-unit, and per-share data from the underlying whole-dollar amounts. Thus, certain amounts may not foot, crossfoot, or recalculate based on reported numbers due to rounding. The Financial Statements are expressed in U.S. dollars, which is the Company’s functional currency. Unless otherwise indicated, all references to years are to our fiscal year, which ends on December 31. We are an emerging growth company under federal securities laws and as such we are able to elect to follow scaled disclosure requirements for this filing and can delay adopting new or revised accounting standards until such time as those standards apply to private companies.
Principles of Consolidation	The Financial Statements include the accounts of Ascend Wellness Holdings, Inc. and its subsidiaries. Refer to Note 8, “Variable Interest Entities,” for additional information regarding certain entities that are not wholly-owned by the Company. We include the results of acquired businesses in the consolidated statements of operations from their respective acquisition dates. All intercompany accounts and transactions have been eliminated in consolidation.
Use of Estimates	Use of Estimates The preparation of condensed consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts. We base our estimates on historical experience, known or expected trends, independent valuations, and various other measurements that we believe to be reasonable under the circumstances. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates.
Cash and Cash Equivalents and Restricted Cash	Cash and Cash Equivalents and Restricted Cash As of September 30, 2024 and December 31, 2023, we did not hold significant restricted cash or cash equivalents.
Fair Value of Financial Instruments	Fair Value of Financial Instruments During the nine months ended September 30, 2024 and 2023, we had no transfers of assets or liabilities between any of the hierarchy levels. In addition to assets and liabilities that are measured at fair value on a recurring basis, we are also required to measure certain assets at fair value on a non-recurring basis that are subject to fair value adjustments in specific circumstances. These assets can include: goodwill; intangible assets; property and equipment; and lease-related right-of-use (“ROU”) assets. We estimate the fair value of these assets using primarily unobservable Level 3 inputs.
Basic and Diluted Earnings (Loss) per Share	Basic and Diluted Earnings (Loss) per Share The Company computes earnings (loss) per share (“EPS”) using the two-class method required for multiple classes of common stock. The rights, including the liquidation and dividend rights, of the Class A common stock and Class B common stock are substantially identical, except for voting and conversion rights. As the liquidation and dividend rights are identical, undistributed earnings are allocated on a proportionate basis to each class of common stock and the resulting basic and diluted net loss per share attributable to common stockholders are, therefore, the same for both Class A and Class B common stock on both an individual and combined basis. Basic EPS is computed by dividing net income or loss by the weighted-average number of common shares outstanding during the period. Diluted EPS reflects potential dilution and is computed by dividing net income or loss by the weighted-average number of common shares outstanding during the period increased by the number of additional common shares that would have been outstanding if all potential common shares had been issued and were dilutive. However, potentially dilutive securities are excluded from the computation of diluted EPS to the extent that their effect is anti-dilutive. Potential dilutive securities include incremental shares of common stock issuable upon the exercise of warrants, unvested restricted stock awards, unvested restricted stock units, and outstanding stock options, as applicable. At September 30, 2024 and 2023, 15,273 and 26,840 shares of common stock equivalents, respectively, were excluded from the calculation of diluted EPS because their inclusion would have been anti-dilutive. Shares of restricted stock granted by us are considered to be legally issued and outstanding as of the date of grant, notwithstanding that the shares remain subject to the risk of forfeiture if the vesting conditions for such shares are not met, and are included in the number of shares of Class A common stock outstanding, as applicable. Weighted-average common shares outstanding excludes time-based and performance-based unvested shares of restricted Class A common stock, as restricted shares are treated as issued and outstanding for financial statement presentation purposes only after such shares have vested and, therefore, have ceased to be subject to a risk of forfeiture.
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements The following standards have been recently issued by the Financial Accounting Standards Board (“FASB”). Pronouncements that are not applicable to the Company or where it has been determined do not have a significant impact on us have been excluded herein. Reference Rate Reform In March 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. This guidance was effective upon issuance as of March 12, 2020 and could be adopted as reference rate reform activities occurred through December 31, 2022. In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, to extend the sunset date of the transition guidance included in ASU 2020-04 to December 31, 2024. This guidance can be adopted prospectively as reference rate reform activities occur, with early adoption permitted, and is not expected to have a material impact on our consolidated financial statements. Segment Reporting In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which expands and enhances the disclosures required for reportable segments in annual and interim consolidated financial statements, including reportable segment expenses, interim segment profit or loss, and how an entity’s chief operating decision maker uses reported segment profit or loss information in assessing segment performance and allocating resources. The guidance in this update is effective for the Company for the fiscal year ending December 31, 2024 and interim periods beginning with the fiscal period commencing January 1, 2025 and should be adopted retrospectively unless it is impractical to do so. Early adoption is permitted. We are currently evaluating the impact of this update on our disclosures in the consolidated financial statements. Income Taxes In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires enhanced income tax disclosures, including disaggregation in the rate reconciliation table and disaggregation information related to income taxes paid. The amendments in this update are effective for the Company for the fiscal year ending December 31, 2026 on a prospective or retrospective basis, with early adoption permitted. We are currently evaluating the impact of this update on our disclosures in the consolidated financial statements.

SUPPLEMENTAL INFORMATION (Tables)

9 Months Ended

Sep. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Other Current Assets

The following table presents supplemental information regarding our other current assets:


(in thousands)	September 30, 2024		December 31, 2023
Prepaid expenses	$	5,928	$	7,270
Deposits and other receivables	3,972		9,302
Construction deposits	210		569
Tenant improvement allowance	—		1,010
Other	263		1,493
Total	$	10,373	$	19,644

Schedule of Accounts Payable and Accrued Liabilities

The following table presents supplemental information regarding our accounts payable and accrued liabilities:


(in thousands)	September 30, 2024		December 31, 2023
Accounts payable	$	29,346	$	34,687
Accrued payroll and related expenses	9,799		21,306
Accrued interest	6,239		—

Fixed asset purchases	2,981		5,738
Other	10,529		9,381


Total	$	58,894	$	71,112

Schedule of General and Administrative Expenses

The following table presents supplemental information regarding our general and administrative expenses:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2024		2023		2024		2023
Compensation	$	16,441	$	17,855	$	57,267	$	49,043
Depreciation and amortization	8,764		7,495		26,058		21,927
Rent and utilities	5,943		5,859		16,782		15,059
Professional services	7,763		3,217		16,037		9,864
Insurance	1,420		1,165		4,365		3,908
Marketing	1,887		1,034		4,031		3,303
Gain on sale of assets	—		—		(11)		(226)
Other	3,928		3,384		14,174		8,884
Total	$	46,146	$	40,009	$	138,703	$	111,762

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details) - shares shares in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Anti-dilutive units excluded from the calculation of earnings per share (in shares)	15,273	26,840

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES	BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated interim financial statements have been prepared in accordance with (i) United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information, and (ii) the instructions to Form 10-Q and Article 10 of Regulation S-X. In the opinion of our management, our unaudited condensed consolidated financial statements and accompanying notes (the “Financial Statements”) include all normal recurring adjustments that are necessary for the fair statement of the interim periods presented. Interim results of operations are not necessarily indicative of results for the full year, or any other period. The Financial Statements should be read in conjunction with our audited consolidated financial statements (and notes thereto) in our Annual Report on Form 10-K for the year ended December 31, 2023 (the “Annual Report”), as filed with the United States Securities and Exchange Commission (“SEC”) and with the relevant Canadian securities regulatory authorities under its profile on the System for Electronic Document Analysis and Retrieval Plus (“SEDAR+”). Except as noted below, there have been no material changes to the Company’s significant accounting policies and estimates during the nine months ended September 30, 2024. The Financial Statements include the accounts of Ascend Wellness Holdings, Inc. and its subsidiaries. Refer to Note 8, “Variable Interest Entities,” for additional information regarding certain entities that are not wholly-owned by the Company. We include the results of acquired businesses in the consolidated statements of operations from their respective acquisition dates. All intercompany accounts and transactions have been eliminated in consolidation. We round amounts in the Financial Statements to thousands, except per unit or per share amounts or as otherwise stated. We calculate all percentages, per-unit, and per-share data from the underlying whole-dollar amounts. Thus, certain amounts may not foot, crossfoot, or recalculate based on reported numbers due to rounding. The Financial Statements are expressed in U.S. dollars, which is the Company’s functional currency. Unless otherwise indicated, all references to years are to our fiscal year, which ends on December 31. We are an emerging growth company under federal securities laws and as such we are able to elect to follow scaled disclosure requirements for this filing and can delay adopting new or revised accounting standards until such time as those standards apply to private companies. Use of Estimates The preparation of condensed consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts. We base our estimates on historical experience, known or expected trends, independent valuations, and various other measurements that we believe to be reasonable under the circumstances. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Liquidity As reflected in the Financial Statements, the Company had an accumulated deficit as of September 30, 2024 and December 31, 2023, as well as a net loss for the nine months ended September 30, 2024 and 2023, which are indicators that raise substantial doubt of our ability to continue as a going concern. Management believes that substantial doubt of our ability to continue as a going concern for at least one year from the issuance of these Financial Statements has been alleviated due to: (i) cash on hand and (ii) continued growth of sales from our consolidated operations. Management plans to continue to access capital markets for additional funding through debt and/or equity financings to supplement future cash needs, as may be required. However, management cannot provide any assurances that the Company will be successful in accomplishing its business plans. If the Company is unable to raise additional capital whenever necessary, it may be forced to decelerate or curtail certain of its operations until such time as additional capital becomes available. Cash and Cash Equivalents and Restricted Cash As of September 30, 2024 and December 31, 2023, we did not hold significant restricted cash or cash equivalents. Fair Value of Financial Instruments During the nine months ended September 30, 2024 and 2023, we had no transfers of assets or liabilities between any of the hierarchy levels. In addition to assets and liabilities that are measured at fair value on a recurring basis, we are also required to measure certain assets at fair value on a non-recurring basis that are subject to fair value adjustments in specific circumstances. These assets can include: goodwill; intangible assets; property and equipment; and lease-related right-of-use (“ROU”) assets. We estimate the fair value of these assets using primarily unobservable Level 3 inputs. Basic and Diluted Earnings (Loss) per Share The Company computes earnings (loss) per share (“EPS”) using the two-class method required for multiple classes of common stock. The rights, including the liquidation and dividend rights, of the Class A common stock and Class B common stock are substantially identical, except for voting and conversion rights. As the liquidation and dividend rights are identical, undistributed earnings are allocated on a proportionate basis to each class of common stock and the resulting basic and diluted net loss per share attributable to common stockholders are, therefore, the same for both Class A and Class B common stock on both an individual and combined basis. Basic EPS is computed by dividing net income or loss by the weighted-average number of common shares outstanding during the period. Diluted EPS reflects potential dilution and is computed by dividing net income or loss by the weighted-average number of common shares outstanding during the period increased by the number of additional common shares that would have been outstanding if all potential common shares had been issued and were dilutive. However, potentially dilutive securities are excluded from the computation of diluted EPS to the extent that their effect is anti-dilutive. Potential dilutive securities include incremental shares of common stock issuable upon the exercise of warrants, unvested restricted stock awards, unvested restricted stock units, and outstanding stock options, as applicable. At September 30, 2024 and 2023, 15,273 and 26,840 shares of common stock equivalents, respectively, were excluded from the calculation of diluted EPS because their inclusion would have been anti-dilutive. Shares of restricted stock granted by us are considered to be legally issued and outstanding as of the date of grant, notwithstanding that the shares remain subject to the risk of forfeiture if the vesting conditions for such shares are not met, and are included in the number of shares of Class A common stock outstanding, as applicable. Weighted-average common shares outstanding excludes time-based and performance-based unvested shares of restricted Class A common stock, as restricted shares are treated as issued and outstanding for financial statement presentation purposes only after such shares have vested and, therefore, have ceased to be subject to a risk of forfeiture. Recently Issued Accounting Pronouncements The following standards have been recently issued by the Financial Accounting Standards Board (“FASB”). Pronouncements that are not applicable to the Company or where it has been determined do not have a significant impact on us have been excluded herein. Reference Rate Reform In March 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. This guidance was effective upon issuance as of March 12, 2020 and could be adopted as reference rate reform activities occurred through December 31, 2022. In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, to extend the sunset date of the transition guidance included in ASU 2020-04 to December 31, 2024. This guidance can be adopted prospectively as reference rate reform activities occur, with early adoption permitted, and is not expected to have a material impact on our consolidated financial statements. Segment Reporting In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which expands and enhances the disclosures required for reportable segments in annual and interim consolidated financial statements, including reportable segment expenses, interim segment profit or loss, and how an entity’s chief operating decision maker uses reported segment profit or loss information in assessing segment performance and allocating resources. The guidance in this update is effective for the Company for the fiscal year ending December 31, 2024 and interim periods beginning with the fiscal period commencing January 1, 2025 and should be adopted retrospectively unless it is impractical to do so. Early adoption is permitted. We are currently evaluating the impact of this update on our disclosures in the consolidated financial statements. Income Taxes In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires enhanced income tax disclosures, including disaggregation in the rate reconciliation table and disaggregation information related to income taxes paid. The amendments in this update are effective for the Company for the fiscal year ending December 31, 2026 on a prospective or retrospective basis, with early adoption permitted. We are currently evaluating the impact of this update on our disclosures in the consolidated financial statements.

EQUITY-BASED COMPENSATION EXPENSE - Stock Option Activity (Details) $ / shares in Units, shares in Thousands, $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2024 USD ($) $ / shares shares	Dec. 31, 2023 USD ($) $ / shares shares
Number of Options
Outstanding beginning balance (in shares) \| shares	4,010
Exercised (in shares) \| shares	(206)
Forfeited (in shares) \| shares	(112)
Expired (in shares) \| shares	(346)
Outstanding ending balance (in shares) \| shares	3,346	4,010
Exercisable (in shares) \| shares	2,212
Weighted-Average Exercise Price
Outstanding beginning balance (in dollars per share) \| $ / shares	$ 1.80
Exercised (in dollars per share) \| $ / shares	0.85
Forfeited (in dollars per share) \| $ / shares	1.15
Expired (in dollars per share) \| $ / shares	2.91
Outstanding ending balance (in dollars per share) \| $ / shares	1.77	$ 1.80
Exercisable (in dollars per share) \| $ / shares	$ 1.91
Stock Options Additional Disclosures
Weighted average remaining contractual term (in years)	3 years 2 months 12 days	3 years 10 months 24 days
Exercisable, weighted average remaining contractual term (in years)	3 years 1 month 6 days
Outstanding aggregate intrinsic value \| $	$ 0	$ 353
Exercised, intrinsic value \| $	8
Exercisable, intrinsic value \| $	$ 0

LEASES - Lease Liability Maturity (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Operating Lease Liabilities
Remainder of 2024	$ 10,586
2025	43,257
2026	43,595
2027	44,759
2028	45,967
Thereafter	488,667
Total lease payments	676,831
Less: imputed interest	404,292
Present value of lease liabilities	272,539
Finance Lease Liabilities
Remainder of 2024	173
2025	693
2026	572
2027	103
2028	0
Thereafter	0
Total lease payments	1,541
Less: imputed interest	215
Present value of lease liabilities	$ 1,326	$ 1,692

INCOME TAXES - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Tax Disclosure [Abstract]
Loss before income taxes	$ (18,489)	$ (4,514)	$ (33,820)	$ (7,391)
Income tax expense	$ 9,767	$ 6,726	$ 34,383	$ 21,480
Effective tax rate	(52.80%)	(149.00%)	(101.70%)	(290.60%)
Gross profit	$ 43,729	$ 43,556	$ 137,339	$ 107,579
Effective tax rate on gross profit	22.30%	15.40%	25.00%	20.00%

- Definition

Aggregate revenue less cost of goods and services sold or operating expenses directly attributable to the revenue generation activity.

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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(9))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477250/944-220-S99-1

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Subparagraph (a)
-SubTopic 20
-Topic 740
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482659/740-20-45-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h))
-SubTopic 10
-Topic 235
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

+ Details

STOCKHOLDERS’ EQUITY - Schedule of Shares Outstanding (Details) - shares shares in Thousands	Sep. 30, 2024	Dec. 31, 2023
Class of Stock [Line Items]
Common stock shares outstanding (in shares)	214,411	206,875
Class A common stock
Class of Stock [Line Items]
Common stock shares outstanding (in shares)	214,346	206,810
Class B common stock
Class of Stock [Line Items]
Common stock shares outstanding (in shares)	65	65

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

SUPPLEMENTAL INFORMATION - Schedule of General and Administrative Expenses (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Compensation	$ 16,441	$ 17,855	$ 57,267	$ 49,043
Depreciation and amortization	8,764	7,495	26,058	21,927
Rent and utilities	5,943	5,859	16,782	15,059
Professional services	7,763	3,217	16,037	9,864
Insurance	1,420	1,165	4,365	3,908
Marketing	1,887	1,034	4,031	3,303
Gain on sale of assets	0	0	(11)	(226)
Other	3,928	3,384	14,174	8,884
Total	$ 46,146	$ 40,009	$ 138,703	$ 111,762

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

EQUITY-BASED COMPENSATION EXPENSE - Equity Award Activity (Details) - RSUs(1) - USD ($) $ / shares in Units, $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Number of Shares (in thousands)
Beginning balance (in shares)	12,021,000
Granted (in shares)	12,110,000
Vested (in shares)	(11,294,000)
Forfeited (in shares)	(5,478,000)
Ending balance (in shares)	7,359,000	12,021,000
Weighted-Average Grant Date Fair Value per Share
Beginning balance (in dollars per share)	$ 2.15
Granted (in dollars per share)	1.29
Vested (in dollars per share)	2.29
Forfeited (in dollars per share)	1.10
Ending balance (in dollars per share)	$ 1.31	$ 2.15
Taxes withheld under equity-based compensation plans, net (in shares)	3,964,000
2023 Annual Performance Bonus
Weighted-Average Grant Date Fair Value per Share
Value of awards vested at issuance		$ 3,304
2023 Annual Performance Bonus \| Accounts payable and accrued expenses
Weighted-Average Grant Date Fair Value per Share
Value of awards vested at issuance		$ 2,838

INCOME TAXES - Narrative (Details) $ in Thousands	Sep. 30, 2024 USD ($)
Income Tax Contingency [Line Items]
Income tax penalties and interest expense	$ 15,809
Tax Year 2024
Income Tax Contingency [Line Items]
Income tax penalties and interest expense	10,385
Tax Years Before 2024
Income Tax Contingency [Line Items]
Income tax penalties and interest expense	$ 5,424

EQUITY-BASED COMPENSATION EXPENSE

9 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

EQUITY-BASED COMPENSATION EXPENSE

Equity Incentive Plans

The Company adopted an incentive plan in November 2020 (the “2020 Plan”) which authorized the issuance of incentive common unit options and restricted common units (collectively, “Awards”). The maximum number of Awards to be issued under the 2020 Plan is 10,031 and any Awards that expire or are forfeited may be re-issued. As of September 30, 2024, a total of 9,994 Awards had been granted under the 2020 Plan and, as of September 30, 2024, there are no remaining unvested Awards and no remaining unrecognized compensation cost associated with these Awards. The Awards issued generally vested over two or three years and the estimated fair value of the Awards at issuance was recognized as compensation expense over the related vesting period.

In July 2021, the Company adopted a new stock incentive plan (the “2021 Plan”), pursuant to which 17,000 shares of Class A common stock are reserved for issuance thereunder, subject to certain adjustments and other terms. Following the adoption of the 2021 Plan, no additional awards are expected to be issued under the 2020 Plan. The 2021 Plan authorized the issuance of stock options, stock appreciation rights (“SAR Awards”), restricted stock awards (“RSAs”), restricted stock units (“RSUs”), and other stock-based awards (collectively the “2021 Plan Awards”). Any 2021 Plan Awards that expire or are forfeited may be re-issued. The estimated fair value of the 2021 Plan Awards at issuance is recognized as compensation expense over the related vesting, exercise, or service periods, as applicable.

On March 9, 2023, the Company’s board of directors unanimously approved, subject to stockholder approval, an amendment to the 2021 Plan (the “Amendment” and together with the 2021 Plan, the “Amended 2021 Plan”) to increase the maximum number of shares of Class A common stock available for issuance under the Amended 2021 Plan to an amount not to exceed 10% of the total number of issued and outstanding shares of Class A common stock, on a non-diluted basis, as constituted on the grant date of an award pursuant to the Amended 2021 Plan. On May 5, 2023, the stockholders of the Company voted to approve the Amendment. As of September 30, 2024, there were 10,729 shares of Class A common stock available for grant for future equity-based compensation awards under the Amended 2021 Plan. Activity related to awards issued under the Amended 2021 Plan is further described below. As of September 30, 2024, no SAR Awards and no RSAs had been granted under the Amended 2021 Plan.

Stock Options

The following table summarizes stock option activity during the nine months ended September 30, 2024:


	Options Outstanding
(in thousands, except per share amounts)	Number of Options	Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Life (years)	Aggregate Intrinsic Value(1)
Outstanding, December 31, 2023	4,010	$	1.80	3.9	$	353


Exercised	(206)	0.85			8
Forfeited	(112)	1.15
Expired	(346)	2.91
Outstanding, September 30, 2024	3,346	$	1.77	3.2	$	—
Exercisable at September 30, 2024	2,212	$	1.91	3.1	$	—

(1)Based on the amount by which the closing market price of our Class A common stock exceeds the exercise price on each date indicated.

Total unrecognized stock-based compensation expense related to unvested options was $742 as of September 30, 2024, which is expected to be recognized over a weighted-average remaining period of 2.0 years.

Restricted Stock Units

The following table summarizes the RSU activity during the nine months ended September 30, 2024:


	Number of Shares (in thousands)	Weighted-Average Grant Date Fair Value per Share



Unvested, December 31, 2023	12,021	$	2.15
Granted(1)	12,110	1.29
Vested(1)(2)	(11,294)	2.29
Forfeited	(5,478)	1.10
Unvested, September 30, 2024	7,359	$	1.31

(2)Includes 3,964 vested shares that were withheld to cover tax obligations and were subsequently cancelled.

As of September 30, 2024, total unrecognized compensation cost related to the RSUs was $8,154, which is expected to be recognized over a weighted-average remaining period of 2.8 years.

Performance Based Awards

In August 2023, the Company’s board of directors approved the grant of 4,000 RSUs outside of the Company’s Amended 2021 Plan (the “August 2023 Grant”). The August 2023 Grant was issued pursuant to an employment agreement and vests upon the later of the second anniversary of employment and the achievement of certain stock price targets. Continued service to the Company is required as of the date the vesting conditions are satisfied. The August 2023 Grant was forfeited in August 2024 following the cessation of the associated service to the Company and $638 of associated equity-based compensation was reversed during the three months ended September 30, 2024.

Compensation Expense by Type of Award

The following table details the equity-based compensation expense by type of award for the periods presented:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2024		2023		2024		2023
RSUs(1)	$	(287)	$	4,656	$	14,575	$	13,133
Stock Options	92		308		1,230		728
Restricted Common Shares	—		—		—		115
Total equity-based compensation expense	$	(195)	$	4,964	$	15,805	$	13,976

(1)The three months ended September 30, 2024 reflects the reversal of equity-based compensation associated with RSUs and performance based awards that were forfeited during the period.

During the three months ended September 30, 2024 the Company recognized a net benefit of $359 from the forfeiture of certain unvested awards within “General and administrative expenses” on the unaudited Condensed Consolidated Statements of Operations and recognized $230 of expense within “Cost of goods sold.” During the nine months ended September 30, 2024, the Company recognized $9,289 of expense within “General and administrative expenses” and $6,777 within “Cost of goods sold.” During the three and nine months ended September 30, 2023, the Company recognized $3,134 and $8,287, respectively, of expense within “General and administrative expenses” and recognized $2,476 and $4,457, respectively, within “Cost of goods sold.”

During the three months ended September 30, 2024 and 2023 the Company capitalized $164 and $1,830, respectively, of equity-based compensation expense to inventory, and $6,516 and $5,689 was capitalized during the nine months ended September 30, 2024 and 2023, respectively. As of September 30, 2024 and December 31, 2023, $1,707 and $1,968, respectively, remained capitalized in inventory.

Employee Stock Purchase Plan

In July 2021, the Company also adopted an employee stock purchase plan (the “2021 ESPP”), pursuant to which 4,000 shares of Class A common stock are reserved for issuance thereunder, subject to certain adjustments and other terms. No shares have been issued under the 2021 ESPP as of September 30, 2024.

INVENTORY (Tables)

9 Months Ended

Sep. 30, 2024

Inventory Disclosure [Abstract]

Schedule of Inventory

The components of inventory are as follows:


(in thousands)	September 30, 2024		December 31, 2023
Materials and supplies	$	10,983	$	16,824
Work in process	40,114		36,612
Finished goods	46,290		41,858
Total	$	97,387	$	95,294

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY - USD ($) shares in Thousands, $ in Thousands	Total	Stockholders’ Equity	Class A and Class B Common Stock	Additional Paid-In Capital	Accumulated Deficit	Non- Controlling Interests
Beginning balance (in shares) at Dec. 31, 2022			188,064
Beginning balance at Dec. 31, 2022	$ 163,415		$ 188	$ 430,375	$ (267,148)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Vesting of equity-based payment awards (in shares)			2,023
Vesting of equity-based payment awards	0		$ 2	(2)
Equity-based compensation expense	4,555			4,555
Taxes withheld under equity-based compensation plans, net (in shares)			(521)
Taxes withheld under equity-based compensation plans, net	(537)		$ (1)	(536)
Net (loss) income	(18,472)				(18,472)
Ending balance (in shares) at Mar. 31, 2023			189,566
Ending balance at Mar. 31, 2023	148,961		$ 189	434,392	(285,620)
Beginning balance (in shares) at Dec. 31, 2022			188,064
Beginning balance at Dec. 31, 2022	163,415		$ 188	430,375	(267,148)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Recognition of non-controlling interests	0
Net (loss) income	(28,871)
Ending balance (in shares) at Sep. 30, 2023			205,935
Ending balance at Sep. 30, 2023	159,465		$ 206	455,278	(296,019)
Beginning balance (in shares) at Mar. 31, 2023			189,566
Beginning balance at Mar. 31, 2023	148,961		$ 189	434,392	(285,620)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Shares issued in private placement, net of offering expenses (in shares)			9,859
Shares issued in private placement, net of offering expenses	7,000		$ 10	6,990
Shares issued in acquisitions or asset purchases (in shares)			5,185
Shares issued in acquisitions or asset purchases	4,770		$ 5	4,765
Vesting of equity-based payment awards (in shares)			382
Vesting of equity-based payment awards	0		$ 1	(1)
Equity-based compensation expense	4,457			4,457
Taxes withheld under equity-based compensation plans, net (in shares)			(102)
Taxes withheld under equity-based compensation plans, net	(74)			(74)
Net (loss) income	841				841
Ending balance (in shares) at Jun. 30, 2023			204,890
Ending balance at Jun. 30, 2023	165,955		$ 205	450,529	(284,779)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Vesting of equity-based payment awards (in shares)			1,384
Vesting of equity-based payment awards	0		$ 1	(1)
Equity-based compensation expense	4,964			4,964
Taxes withheld under equity-based compensation plans, net (in shares)			(339)
Taxes withheld under equity-based compensation plans, net	(214)			(214)
Net (loss) income	(11,240)				(11,240)
Ending balance (in shares) at Sep. 30, 2023			205,935
Ending balance at Sep. 30, 2023	159,465		$ 206	455,278	(296,019)
Beginning balance (in shares) at Dec. 31, 2023			206,875
Beginning balance at Dec. 31, 2023	142,872	$ 142,872	$ 207	458,027	(315,362)	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Vesting of equity-based payment awards (in shares)			7,053
Vesting of equity-based payment awards	0		$ 7	(7)
Equity-based compensation expense	13,554	13,554		13,554
Taxes withheld under equity-based compensation plans, net (in shares)			(2,433)
Taxes withheld under equity-based compensation plans, net	(3,483)	(3,483)	$ (2)	(3,481)
Recognition of non-controlling interests	1,050					1,050
Net (loss) income	(18,163)	(18,163)			(18,163)
Ending balance (in shares) at Mar. 31, 2024			211,495
Ending balance at Mar. 31, 2024	135,830	134,780	$ 212	468,093	(333,525)	1,050
Beginning balance (in shares) at Dec. 31, 2023			206,875
Beginning balance at Dec. 31, 2023	$ 142,872	142,872	$ 207	458,027	(315,362)	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of stock options (in shares)	206
Recognition of non-controlling interests	$ 1,050
Net (loss) income	(68,203)
Ending balance (in shares) at Sep. 30, 2024			214,411
Ending balance at Sep. 30, 2024	88,909	88,086	$ 215	471,436	(383,565)	823
Beginning balance (in shares) at Mar. 31, 2024			211,495
Beginning balance at Mar. 31, 2024	135,830	134,780	$ 212	468,093	(333,525)	1,050
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Vesting of equity-based payment awards (in shares)			3,712
Vesting of equity-based payment awards	0		$ 4	(4)
Equity-based compensation expense	5,284	5,284		5,284
Taxes withheld under equity-based compensation plans, net (in shares)			(1,387)
Taxes withheld under equity-based compensation plans, net	(1,787)	(1,787)	$ (1)	(1,786)
Net (loss) income	(21,784)	(21,784)			(21,784)
Ending balance (in shares) at Jun. 30, 2024			213,820
Ending balance at Jun. 30, 2024	117,543	116,493	$ 215	471,587	(355,309)	1,050
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Vesting of equity-based payment awards (in shares)			529
Vesting of equity-based payment awards	0		$ 0	0
Equity-based compensation expense	(195)	(195)		(195)
Taxes withheld under equity-based compensation plans, net (in shares)			(144)
Taxes withheld under equity-based compensation plans, net	(131)	(131)		(131)
Exercise of stock options (in shares)			206
Exercise of stock options	175	175		175
Distributions to non-controlling interests	(227)					(227)
Net (loss) income	(28,256)	(28,256)			(28,256)
Ending balance (in shares) at Sep. 30, 2024			214,411
Ending balance at Sep. 30, 2024	$ 88,909	$ 88,086	$ 215	$ 471,436	$ (383,565)	$ 823

ACQUISITIONS

9 Months Ended

Sep. 30, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

ACQUISITIONS

Business Combinations

The Company has determined that the acquisitions discussed below are considered business combinations under ASC Topic 805, Business Combinations, and are accounted for by applying the acquisition method, whereby the assets acquired and the liabilities assumed are recorded at their fair values with any excess of the aggregate consideration over the fair values of the identifiable net assets allocated to goodwill. Operating results are included in these Financial Statements from the date of the acquisition.

The purchase price allocation for each acquisition reflects various preliminary fair value estimates and analyses, including certain tangible assets acquired and liabilities assumed, the valuation of intangible assets acquired, and goodwill, which are subject to change within the measurement period as preliminary valuations are finalized (generally one year from the acquisition date). Measurement period adjustments are recorded in the reporting period in which the estimates are finalized and adjustment amounts are determined.

2024 Acquisition

Effective in April 2024, a consolidated variable interest entity (“VIE”) of the Company acquired two dispensaries in the greater Chicago, Illinois area (the “Chicago Partner Dispensaries”). The parties entered into interim management services agreements (“MSAs”) pursuant to which the consolidated entity will advise on certain business, operational, and financial matters for a monthly fee while the parties finalize asset purchase agreements to acquire the underlying dispensaries (the “Illinois MSAs”). The total purchase price of approximately $10,000 of cash consideration is subject to certain closing adjustments. An initial deposit of $1,500 was remitted during the three months ended March 31, 2024. The remainder of $8,500 was remitted to escrow during the three months ended June 30, 2024 and remained in escrow as of September 30, 2024. The asset purchase agreements in respect of the Chicago Partner Dispensaries are subject to regulatory review and approval. Based on the provisions of the Illinois MSAs, the third party obtained operational and financial influence over the dispensaries and therefore recognized the transaction as a business combination as of the April 2024 regulatory approval date of the Illinois MSAs. Refer to Note 8, “Variable Interest Entities,” for additional information regarding the Company’s VIEs.

The following table summarizes the preliminary purchase price allocation, which remains preliminary as management refines certain estimates during the measurement period:


(in thousands)
Assets acquired (liabilities assumed):


Property and equipment(1)	$	1,525
Other assets	76
Licenses(2)	6,210
Goodwill(3)	2,261
Accounts payable and accrued liabilities	(72)
Net assets acquired	$	10,000

The consolidated entity has also agreed to assume the lease for the associated locations and recognized a total lease liability and ROU asset of $3,065 as of the effective date; refer to Note 10, “Leases,” for additional information regarding the Company’s leases. Direct transaction costs were not material.

Our consolidated results of operations for the three and nine months ended September 30, 2024 include $1,323 and $1,435, respectively, of net revenue and $160 and $493, respectively, of net loss related to the Chicago Partner Dispensaries. Pro forma financial information is not presented, as such results are immaterial to both the current and prior periods.

2023 Acquisition

Effective April 27, 2023, the Company acquired 100% of the membership interests of certain entities related to Devi Holdings, Inc. (“Devi”), pursuant to a definitive agreement that was entered into on January 25, 2023 (the “Maryland Agreement”). Through the Maryland Agreement, the Company acquired the four licensed medical cannabis dispensaries that Devi owned and operated in Maryland (“Devi Maryland”). Total consideration at closing consisted of cash consideration of $12,000, which was subject to customary closing conditions and working capital adjustments, and 5,185 shares of Class A common stock with an estimated fair value of $4,770 at issuance. In April 2024 the Company finalized the working capital settlement and reduced consideration and goodwill by $200. Our results of operations for the three and nine months ended September 30, 2024 include $9,719 and $28,860 of net revenue, respectively, and $1,080 and $3,006 of net income, respectively, related to Devi Maryland. Our results of operations for the three and nine months ended September 30, 2023 include $9,541 and $11,270, respectively, of net revenue and $688 and $15, respectively, of net loss related to Devi Maryland. Pro forma financial information is not presented, as such results are immaterial to both the current and prior periods.

Asset Acquisitions

The Company determined the acquisitions below did not meet the definition of a business and are therefore accounted for as asset acquisitions. When the Company acquires assets and liabilities that do not constitute a business or VIE of which the Company is the primary beneficiary, the cost of each acquisition, including certain transaction costs, is allocated to the assets acquired and liabilities assumed on a relative fair value basis. Contingent consideration associated with the acquisition is generally recognized only when the contingency is resolved.

When the Company acquires assets and liabilities that do not constitute a business but meet the definition of a VIE of which the Company is the primary beneficiary, the purchase is accounted for using the acquisition method described above for business combinations, except that no goodwill is recognized. To the extent there is a difference between the purchase consideration, including the estimated fair value of contingent consideration, plus the estimated fair value of any non-controlling interest and the VIE’s identifiable assets and liabilities recorded and measured at fair value, the difference is recognized as a gain or loss. A non-controlling interest represents the non-affiliated equity interest in the underlying entity. Transaction costs are expensed.

2024 Asset Acquisitions

Massachusetts Purchase Agreement

In January 2024, the Company entered into a definitive agreement (the “Massachusetts Purchase Agreement”) to purchase a cultivation license and a manufacturer license from a third party in Massachusetts for a cash purchase price of $2,750, which total may be adjusted at closing, as provided in the Massachusetts Purchase Agreement and of which $1,500 was paid at signing and $1,250 was paid on October 1, 2024. The transfer of each license is subject to regulatory review and approval, which the Company expects may occur within twelve months following the signing date. The licenses were not associated with active operations at signing, but operations have since commenced. In conjunction with the Massachusetts Purchase Agreement, the parties also entered into a bridge loan which provides for the financing of certain covered expenses, at the sole discretion of the Company. This bridge loan bears interest based on the federal funds rate and, if not otherwise satisfied, is due on the fifth anniversary of the signing date. The parties also entered into an interim consulting services agreement, effective as of the signing date. The Company accounted for this transaction as an asset acquisition as of the signing date based on the provisions of the underlying agreements and allocated the cash consideration as the cost of the license acquired. The Company has also agreed to assume the lease for the associated location and to reimburse the seller for the security deposit at final closing. The Company recognized a lease liability and ROU asset of $761 as of the signing date; refer to Note 10, “Leases,” for additional information regarding the Company’s leases. Direct transaction costs were not material.

Detroit License

In September 2024, the Company acquired 49% of the member interests of an entity (the “Detroit License Holder”) that received conditional approval for an adult-use license in Detroit, Michigan (the “Detroit License”). The Detroit License was not associated with active operations as of the closing date and the Detroit License Holder had no other active operations as of that date. The Company anticipates transferring the Detroit License to its existing dispensary in Detroit, Michigan, subject to regulatory approvals. The Company paid $850 of cash consideration at closing and the sellers may receive up to an additional $2,250 based upon the achievement of certain levels of sales during a specified twelve month period following the commencement of adult-use sales at the dispensary. The underlying agreement provides the Company with an option to acquire the remaining ownership interests in the Detroit License Holder, after such is permissible by applicable regulations, for no additional consideration. The parties also entered into a management services agreement, pursuant to which the Company is providing management and advisory services for a set monthly fee, which is expected to expire upon the Company’s exercise of the option.

The Company determined that the Detroit License Holder is a VIE and the Company became the primary beneficiary as of the closing date; therefore, the Detroit License Holder is consolidated as a VIE. Management applied the acquisition method discussed above and allocated the total estimated fair value of the transaction consideration of $1,140 as the estimated fair value of the license. This total consisted of the fair value of the cash consideration of $850 plus the initial estimated fair value of the contingent consideration of $290, which was determined utilizing an income approach based on a probability-weighted estimate of the future payment discounted using the Company’s estimated incremental borrowing rate, is classified within Level 3 of the fair value hierarchy, and is included within “Other non-current liabilities” on the unaudited Condensed Consolidated Balance Sheet as of September 30, 2024. The Company determined the fair value of any noncontrolling interest is de minimis. Refer to Note 8, “Variable Interest Entities,” for additional information regarding the Company’s VIEs.

Previous Asset Acquisitions

Ohio Patient Access

On August 12, 2022, the Company entered into a definitive agreement (the “Ohio Agreement”) that provides the Company the option to acquire 100% of the equity of Ohio Patient Access LLC (“OPA”), the holder of a license that grants it the right to operate three medical dispensaries in Ohio. The Ohio Agreement is subject to regulatory review and approval. Once regulatory approval is received, the Company may exercise the option, and the exercise is solely within the Company’s control. As initially provided by the Ohio Agreement, the Company had the right to exercise the option until the fifth anniversary of the agreement date, but was subsequently amended in June 2024 so that such option will expire on March 22, 2026. The Company anticipates exercising the option prior to the amended expiration date.

In conjunction with the Ohio Agreement, the parties also entered into a support services agreement under which the Company is providing management and advisory services to OPA for a set monthly fee. The parties also entered into a working capital loan agreement under which the Company may, at its full discretion, loan OPA up to $10,000 for general working capital needs. Under the Ohio Agreement, the Company will also acquire the real property of the three dispensary locations. OPA had not yet commenced operations as of the signing date, but subsequently opened two dispensaries in December 2023 and a third in January 2024. The Company determined OPA is a VIE and the Company became the primary beneficiary as of the signing date; therefore, OPA is consolidated as a VIE. To account for the initial consolidation of OPA, management applied the acquisition method discussed above.

The purchase price per the Ohio Agreement consisted of total cash consideration of $22,300. The Ohio Agreement also includes an earn-out provision of $7,300 that is dependent upon the commencement of adult-use cannabis sales in Ohio and which the sellers could elect to receive as either cash or shares of the Company’s Class A common stock, or a combination thereof. The sellers elected to receive the payment in cash and such payment was made in July 2024. The parties amended the Ohio Agreement in June 2024 to incorporate certain provisions regarding evolving regulations in Ohio, including that the Company will, upon final closing of the Ohio Agreement, receive two additional adult-use licenses that are expected to be awarded to OPA.

The total estimated fair value of the transaction consideration was determined to be $24,132 and consisted of the fair value of the cash consideration of $19,290 plus the initial estimated fair value of the contingent consideration of $4,842. Of the total cash consideration, $11,300 was funded at signing pursuant to note agreements and $11,000 is due at final closing (the “OPA Sellers’ Note”); refer to Note 11, “Debt,” for additional information. The license intangible asset acquired was determined to have an estimated fair value of $21,684 and the three properties had an estimated fair value of $2,448, which was determined using a market approach based on the total transaction consideration. The license is being amortized in accordance with the Company’s policy following the commencement of operations. During the third quarter of 2023, the Company recorded an acquisition-related deferred tax liability of $9,516, which was allocated to the estimated fair value of the license.

The estimated fair value of the contingent consideration was determined utilizing an income approach based on a probability-weighted estimate of the future payment discounted using the Company’s estimated incremental borrowing rate and is classified within Level 3 of the fair value hierarchy. As of December 31, 2023, the estimated fair value of this contingent consideration was $6,670 and is included within “Other non-current liabilities on the unaudited Condensed Consolidated Balance Sheet at that date. The $630 change in fair value through the payment date was recognized during the nine months ended September 30, 2024 and is included within “General and administrative expenses” on the unaudited Condensed Consolidated Statement of Operations. The Company determined the fair value of any noncontrolling interest is de minimis. Refer to Note 8, “Variable Interest Entities,” for additional information regarding the Company’s VIEs.

Illinois Licenses

In August 2022, the Company entered into definitive agreements to acquire two additional licenses in Illinois. Neither of these licenses were associated with active operations at signing. These acquired licenses are being amortized in accordance with the Company’s policy as of the commencement of operations for each respective location, described below.

One transaction was entered on August 11, 2022 for total cash consideration of $5,500. The Company accounted for this transaction as an asset acquisition and allocated the cash consideration plus an acquisition-related deferred tax liability of $2,414 as the total cost of the license. Of the total cash consideration, $3,000 was paid at signing and $2,500 was due at final closing, which occurred in April 2024. The closing payment is included as a sellers’ note within “Current portion of debt, net” on the unaudited Condensed Consolidated Balance Sheet at December 31, 2023; refer to Note 11, “Debt,” for additional information. Operations at the associated location commenced during the second quarter of 2023.

The second transaction was entered on August 12, 2022 for total cash consideration of $5,600. The Company accounted for this transaction as an asset acquisition and allocated the cash consideration plus an acquisition-related deferred tax liability of $2,458 as the total cost of the license. The cash consideration was paid at final closing in July 2024 and was included as a sellers’ note within “Current portion of debt, net” on the unaudited Condensed Consolidated Balance Sheets at December 31, 2023; refer to Note 11, “Debt,” for additional information. Operations at the associated location commenced in December 2023.

DEBT

9 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

DEBT


(in thousands)	September 30, 2024		December 31, 2023
2024 Term Notes(1)	$	235,000	$	—
2021 Credit Facility(2)	60,000		275,000
Finance liabilities(3)	18,100		18,100
Sellers’ notes(4)	11,996		18,591
Financing Agreement(5)	1,964		1,766
Finance leases(6)	1,326		1,692
Total debt	$	328,386	$	315,149

Current portion of debt	74,509		11,148
Less: unamortized deferred financing costs	770		—
Current portion of debt, net	$	73,739	$	11,148

Long-term debt	253,877		304,001
Less: unamortized deferred financing costs	21,715		6,436
Long-term debt, net	$	232,162	$	297,565

(3)Finance liabilities related to failed sale leaseback transactions. See Note 10, “Leases,” for additional information.

(6)Liabilities related to finance leases. See Note 10, “Leases,” for additional information.

Debt Maturities

As of September 30, 2024, the following cash payments are payable under our debt arrangements:


(in thousands)	Remainder of 2024		2025		2029		Total
Sellers’ notes(1)	$	1,250	$	11,060	$	—	$	12,310
Term note maturities	—		60,000		235,000		295,000

(1)Certain cash payments include an interest accretion component. The timing of certain payments may vary based on regulatory approval of the underlying transactions.

Interest Expense

Interest expense during the three and nine months ended September 30, 2024 and 2023 consisted of the following:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2024		2023		2024		2023
Cash interest	$	8,707	$	6,515	$	21,699	$	19,479
Loss on extinguishment of debt(1)	5,475		—		5,475		—
Accretion	1,636		1,802		4,432		7,082
Interest on financing liabilities(2)	615		578		1,794		1,720
Interest on finance leases	48		68		154		138
Total	$	16,481	$	8,963	$	33,554	$	28,419

(2)Interest on financing liability related to failed sale leaseback transactions. See Note 10, “Leases,” for additional details.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

INVENTORY

9 Months Ended

Sep. 30, 2024

Inventory Disclosure [Abstract]

INVENTORY

The components of inventory are as follows:


(in thousands)	September 30, 2024		December 31, 2023
Materials and supplies	$	10,983	$	16,824
Work in process	40,114		36,612
Finished goods	46,290		41,858
Total	$	97,387	$	95,294

Total compensation expense capitalized to inventory was $19,566 and $18,552 during the three months ended September 30, 2024 and 2023, respectively, and $58,539 and $52,847 during the nine months ended September 30, 2024 and 2023, respectively. At September 30, 2024 and December 31, 2023, $16,030 and $13,730, respectively, of compensation expense remained capitalized as part of inventory. The Company recognized, as a component of cost of goods sold, total write-downs related to net realizable value adjustments, expired products, and obsolete packaging totaling $1,749 and $2,223 during the three and nine months ended September 30, 2024, respectively, and $2,938 and $13,052 during the three and nine months ended September 30, 2023, respectively. These amounts are included within “Other” on the unaudited Condensed Consolidated Statements of Cash Flows.