AAWH Ascend Wellness Holdings Inc (QX)

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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, 2022 (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, 2023.

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. 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.

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Liquidity

As reflected in the Financial Statements, the Company had an accumulated deficit as of September 30, 2023 and December 31, 2022, as well as a net loss for the nine months ended September 30, 2023 and 2022, 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, 2023 and December 31, 2022, we did not hold significant restricted cash or cash equivalents.

Fair Value of Financial Instruments

During the nine months ended September 30, 2023 and 2022, 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 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, 2023 and 2022, 26,840 and 15,069 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 disclosed on the cover page of this Quarterly Report on Form 10-Q. 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.

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Recently Adopted Accounting Standards

The following standards have been recently adopted by the Company. Recently effective standards 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.

Financial Instruments

On January 1, 2023, the Company adopted Accounting Standards Update (“ASU”) 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, (“ASU 2016-13”) and the related subsequent amendments, transitional guidance, and other interpretive guidance within ASU 2019-05, ASU 2019-11, ASU 2020-03, and ASU 2022-02 (collectively, including ASU 2016-13, “ASC 326”). ASC 326 replaces the guidance surrounding measurement and recognition of credit losses on financial assets measured at amortized cost, including trade receivables and investments in certain debt securities, by requiring recognition of an allowance for credit losses expected to be incurred over an asset’s life based on relevant information about past events, current conditions, and supportable forecasts impacting its ultimate collectability. This current expected credit losses (“CECL”) model results in earlier recognition of credit losses than the previous “as incurred” model, under which losses are recognized only upon the occurrence of an event that gives rise to the incurrence of a probable loss.

ASU 2019-05, Financial Instruments – Credit Losses (Topic 326): Targeted Transition Relief, was issued in May 2019 to provide target transition relief allowing entities to make an irrevocable one-time election upon adoption of the new credit losses standard to measure financial assets previously measured at amortized cost (except held-to-maturity securities) using the fair value option.

Following the adoption of this guidance, the Company’s estimation of allowance for doubtful accounts related to trade receivables considers factors such as historical credit loss experience, age of receivable balances, current market conditions, and an assessment of receivables due from specific identifiable counterparties to determine whether these receivables are considered at risk or uncollectible. Additionally, the Company’s estimation of allowances on notes receivable, as applicable, incorporates historical loss information, the financial condition of loan recipients, and various other economic conditions. The adoption of this guidance did not have a significant impact on our consolidated financial statements.

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

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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

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)			2023						2022						2023						2022
Retail revenue			$	101,263					$	82,793					$	273,862					$	221,639
Wholesale revenue			68,671						51,466						188,263						131,513
			169,934						134,259						462,125						353,152
Elimination of inter-company revenue			(28,666)						(23,021)						(83,693)						(59,325)
Total revenue, net			$	141,268					$	111,238					$	378,432					$	293,827

The liability related to the loyalty program we offer dispensary customers at certain locations was $1,019 and $672 at September 30, 2023 and December 31, 2022, respectively, and is included within “Other current liabilities” on the accompanying unaudited Condensed Consolidated Balance Sheets. The Company recorded $1,491 and $493 in allowance for doubtful accounts as of September 30, 2023 and December 31, 2022, respectively. Write-offs were not significant during the three and nine months ended September 30, 2023 and 2022.

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.

2023 Acquisition

On 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, 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. Acquisition related costs incurred during the nine months ended September 30, 2023 were not material.

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Preliminary Purchase Price Allocation

(in thousands)			Devi Maryland
Assets acquired (liabilities assumed):
Cash			$	143
Inventory			447
Prepaids and other current assets			114
Property and equipment(1)			4,593
Licenses(2)			9,790
Goodwill(3)			2,921
Accounts payable and accrued liabilities(4)			(1,238)
Net assets acquired			$	16,770
Consideration transferred:
Cash			$	12,000
Fair value of shares issued(5)			4,770
Total consideration			$	16,770

(1)Consists of: furniture, fixtures, and equipment of $953; land of $364; and buildings of $3,276.

(2)The amortization period of the acquired licenses is 10 years. During the three months ended September 30, 2023, we refined certain estimates related to the fair value of the acquired licenses and recorded a measurement period purchase accounting adjustment that increased the value by $740, with a related impact to goodwill.

(3)Goodwill is largely attributable to the value we expect to obtain from long-term business growth and buyer-specific synergies. The Company is evaluating whether the goodwill is deductible for tax purposes under the limitations imposed under Internal Revenue Code (“IRC”) Section 280E. See Note 14, “Income Taxes,” for additional information.

(4)During the three months ended September 30, 2023, we refined certain estimates related to the accounts payable assumed in the acquisition and recorded a measurement period purchase accounting adjustment that reduced the estimate by $257, with a related impact to goodwill.

(5)The seller received 5,185 shares of Class A common stock with a fair value of $4,770.

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 income related to Devi Maryland. Pro forma financial information is not presented, as such results are immaterial to both the current and prior periods.

2022 Acquisition

Effective October 14, 2022, the Company acquired Marichron Pharma LLC (“Marichron”), a medical cannabis processor in Ohio. The purchase price allocation remains preliminary as the Company finalizes certain estimates of the fair value of the net assets acquired within the measurement period. There was no incremental revenue associated with third-party sales related to Marichron during the three months ended September 30, 2023. Our results of operations for the nine months ended September 30, 2023 include $556 of net revenue related to Marichron and the three and nine months ended September 30, 2023 include $175 and $919, respectively, of net loss.

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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 variable interest entity (“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.

2022 Asset Acquisitions

Story of PA

On April 19, 2022, the Company acquired Story of PA CR, LLC (“Story of PA”). Total consideration for the acquisition of the outstanding equity interests in Story of PA was $53,127, consisting of 12,900 shares of Class A common stock with a fair value of $42,957 and cash consideration of $10,170. Story of PA received a clinical registrant permit from the Pennsylvania Department of Health on March 1, 2022. Through a research collaboration agreement with the Geisinger Commonwealth School of Medicine (“Geisinger”), a Pennsylvania Department of Health-Certified Medical Marijuana Academic Clinical Research Center, the Company intends to open a cultivation and processing facility and up to six medical dispensaries throughout the Commonwealth of Pennsylvania. The Company will help fund clinical research to benefit the patients of Pennsylvania by contributing $30,000 to Geisinger over the two years following the transaction date and up to an additional total of $10,000 over the course of ten years following the transaction date.

The total acquisition cost in respect of the Story of PA acquisition was $137,594 and was allocated to the license intangible asset acquired. The total cost consists of the equity consideration, cash consideration, Geisinger funding commitment, other liabilities related to consulting agreements, forgiveness of the previously outstanding bridge loan, transaction costs, the initial cost of the investment, and an acquisition-related deferred tax liability of $37,391 that was recorded during the fourth quarter of 2022.

Of the total funding commitment, $15,000 was paid in April 2022. A second payment of $15,000 was paid in August 2023 and is included within “Accounts payable and other accrued liabilities” on the unaudited Condensed Consolidated Balance Sheet at December 31, 2022. The additional $10,000 due under the funding commitment is included within “Other non-current liabilities” on the unaudited Condensed Consolidated Balance Sheet at September 30, 2023 and December 31, 2022. A total of $943 due under one of the consulting agreements was paid during the nine months ended September 30, 2023, which includes the final required payment.

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, which operations have not yet commenced. The Ohio Agreement is subject to regulatory review and approval. Once the regulatory approval is received, the Company may exercise the option, and the exercise is solely within the Company’s control. The Company may exercise the option until the fifth anniversary of the agreement date or can elect to extend the exercise period for an additional year. Under the Ohio Agreement, the Company will also acquire the real property of the three dispensary locations. In conjunction with the Ohio Agreement, the parties also entered into a support services agreement under which the Company will provide management and advisory services to OPA for a set monthly fee.

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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.

The purchase price per the Ohio Agreement consists 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. The sellers may elect to receive the earn-out payment as either cash or shares of the Company’s Class A common stock, or a combination thereof. If the sellers elect to receive any or all of the payment in shares, the number of shares issued will be equal to the earn-out payment amount, or portion thereof, divided by the thirty-day volume weighted average price of the Class A shares immediately preceding the date the earn-out provision is achieved. If the sellers elect to receive Class A shares for the earn-out, those shares would be issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

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 total estimated fair value of the transaction consideration was determined to be $24,132 and consists 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. The $11,000 payment that is due at final closing (the “OPA Sellers’ Note”) was recorded net of a discount of $3,010 based on the estimated payment date utilizing the Company’s incremental borrowing rate and is included within “Long-term debt, net” on the accompanying unaudited Condensed Consolidated Balance Sheet at September 30, 2023 and December 31, 2022; 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 acquired will be amortized in accordance with the Company’s policy once operations commence. 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 September 30, 2023 and December 31, 2022, the estimated fair value of this contingent consideration was $6,670 and $5,076, respectively, and is included within “Other non-current liabilities” on the accompanying unaudited Condensed Consolidated Balance Sheets. The $606 and $1,594 change in fair value during the three and nine months ended September 30, 2023, respectively, is included within “General and administrative expenses” on the unaudited Condensed Consolidated Statement of Operations. Direct transaction expenses of $224 were incurred during the year ended December 31, 2022. 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 and the transfer of each license is subject to regulatory review and approval.

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 as the cost of the license acquired. Of the total cash consideration, $3,000 was paid at signing and $2,500 is due at final closing, which the Company anticipates may occur within the twelve months following the commencement of operations at the associated location that began during the second quarter of 2023. During the second quarter of 2023, the Company recorded an acquisition-related deferred tax liability of $2,414, which was allocated to the license as additional cost basis. The closing payment is included as a sellers’ note within “Current portion of debt, net” on the accompanying unaudited Condensed Consolidated Balance Sheet at September 30, 2023 and “Long-term Debt, net” at December 31, 2022; refer to Note 11, “Debt,” for additional information.

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The components of inventory are as follows:

(in thousands)			September 30, 2023						December 31, 2022
Materials and supplies			$	15,928					$	16,115
Work in process			35,431						49,586
Finished goods			37,733						31,831
Total			$	89,092					$	97,532

Total compensation expense capitalized to inventory was $18,552 and $14,406 during the three months ended September 30, 2023 and 2022, respectively, and $52,847 and $39,961 during the nine months ended September 30, 2023 and 2022, respectively. At September 30, 2023 and December 31, 2022, $12,420 and $15,920, respectively, of compensation expense remained capitalized as part of inventory. The Company recognized, as a component of cost of goods sold, total write-downs of $2,938 and $4,049 during the three months ended September 30, 2023 and 2022, respectively, and $13,052 and $6,365 during the nine months ended September 30, 2023 and 2022, respectively, related to net realizable value adjustments, expired products, and obsolete packaging. These amounts are included within “Other” on the unaudited Condensed Consolidated Statements of Cash Flows.

(in thousands)			September 30, 2023						December 31, 2022
Maryland Loan Receivable(1)			$	10,690					$	—
Massachusetts Note(2)			3,549						1,001
MMNY - working capital loan(3)			2,422						2,422
Total			$	16,661					$	3,423

(1)In June 2023, the Company purchased $12,027 of the outstanding principal, at par, of a loan agreement (the “Maryland Loan Receivable”), plus the associated interest receivable. The agreement underlying the Maryland Loan Receivable (the “Maryland Loan Agreement”) is with a cannabis license holder in Maryland that matures on August 1, 2026. The Maryland Loan Agreement initially provided for a base interest rate of 12.0% plus LIBOR (LIBOR floor of 1.0%) and a paid-in-kind (“PIK”) 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. As of September 30, 2023, the all-in interest rate was 26.9%, which included a default penalty of 5.0%. The Maryland Loan Agreement requires monthly repayments equal to 10.0% of the outstanding balance (including PIK interest) and may be prepaid, subject to a customary make-whole payment or prepayment penalty, as applicable. Mandatory prepayments are required from the proceeds of certain events. The Maryland Loan Agreement contains customary events of default including: non-payment of principal, interest, or other amounts due; violations of covenants; bankruptcy; change of control; cross defaults to other debt; and material judgments. The Maryland Loan Agreement is guaranteed by certain owners of the borrowing entity and is secured by substantially all of the assets of the borrowing entity, excluding certain cannabis-related assets where prohibited. The Maryland Loan Agreement contains financial covenants including: a minimum adjusted EBITDA; a minimum free cash flow; a maximum total leverage ratio; a minimum fixed charge coverage ratio, and a minimum cash balance, each as provided for in the Maryland Loan Agreement. The Maryland Loan Agreement also contains non-financial covenants including restrictions on: indebtedness; liens; fundamental changes; disposal of assets; issuance of stock; sale and leaseback transactions; capital expenditures; and certain other matters.

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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 are 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 2022 that declared all amounts due and payable. Such events of default and covenant violations were not remedied as of September 30, 2023. During the three and nine months ended September 30, 2023, the Company recognized a total of $917 and $1,882, respectively, of interest income, including certain default fees and premiums and PIK interest, which total remained outstanding as of September 30, 2023 and is recorded within “Other, net” on the accompanying unaudited Condensed Consolidated Statements of Operations.

Additionally, during the nine months ended September 30, 2023, the Company established a reserve of $1,804 for potential collectability that is included within “General and administrative expenses” on the accompanying unaudited Condensed Consolidated Statements of Operations and within “Other” on the unaudited Condensed Consolidated Statements of Cash Flows.

(2)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 (the “Massachusetts Note”). The Massachusetts Note accrues interest at a fixed annual rate of 11.5%, which is reflected in the total balance outstanding in the table above. Following the opening of the borrower’s retail dispensary, which had not occurred as of September 30, 2023, the principal amount is due monthly through the maturity date of May 25, 2026. 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.

(3)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. The Company is pursuing collection of the amounts due under this working capital advance agreement through its legal proceedings against MMNY. Refer to Note 15, “Commitments and Contingencies,” for additional information.

No impairment losses on notes receivable were recognized during the nine months ended September 30, 2023 or 2022, other than as described above.

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Property and equipment consists of the following:

(in thousands)			September 30, 2023						December 31, 2022
Leasehold improvements			$	180,062					$	174,099
Furniture, fixtures, and equipment			69,691						63,974
Buildings			63,186						71,951
Construction in progress			22,410						9,633
Land			5,242						6,505
Property and equipment, gross			340,591						326,162
Less: accumulated depreciation			70,943						46,302
Property and equipment, net			$	269,648					$	279,860

Total depreciation expense was $8,531 and $6,405 during the three months ended September 30, 2023 and 2022, respectively, and $24,958 and $18,079 during the nine months ended September 30, 2023 and 2022, respectively. Total depreciation expense capitalized to inventory was $6,227 and $4,657 during the three months ended September 30, 2023 and 2022, respectively, and $18,628 and $13,629 during the nine months ended September 30, 2023 and 2022, respectively. At September 30, 2023 and December 31, 2022, $5,163 and $6,548, respectively, of depreciation expense remained capitalized as part of inventory.

The table above includes equipment with a gross value of $2,321 and $1,086 as of September 30, 2023 and December 31, 2022, respectively, and accumulated amortization of $409 and $89, respectively, that the Company is renting under finance leases pursuant to a master lease agreement that was entered into in June 2022 and allows for an aggregate of $15,000 of such leases. Refer to Note 10, “Leases,” for additional information regarding our lease arrangements.

During the nine months ended September 30, 2023, the Company recognized a loss of $323 related to the sale of one property that is included within “General and administrative expenses” on the unaudited Condensed Consolidated Statements of Operations, and wrote-off $317 of accumulated depreciation. Refer to Note 10, “Leases,” for additional information regarding this sale leaseback transaction. Additionally, during the three and nine months ended September 30, 2023, the Company wrote-off $1,259 of certain construction in progress projects, 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.

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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.

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, 2023 and December 31, 2022 and in the unaudited Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2023 and 2022, as applicable. These 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.

									Ohio Patient Access
(in thousands)									September 30, 2023						December 31, 2022
Current assets									$	30					$	—
Other noncurrent assets									42,124						24,675
Current liabilities									18,247						1,675
Noncurrent liabilities									9,516						—
Deficit									(2,457)						(588)

									Three Months Ended September 30,												Nine Months Ended September 30,
									2023						2022						2023						2022
(in thousands)									Ohio Patient Access						Ascend Illinois(1)						Ohio Patient Access						Ascend Illinois(1)
Revenue, net									$	—					$	68,346					$	—					$	197,152
Net (loss) income									(672)						8,834						(1,869)						22,034

(1)In December 2022, following regulatory approvals for the title transfer of certain licenses, Ascend Illinois (including its subsidiaries) is wholly-owned by Ascend Wellness Holdings, Inc. and therefore is no longer considered a VIE as of December 31, 2022.

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(in thousands)			September 30, 2023						December 31, 2022
Intangible Assets
Licenses and permits			$	251,097					$	226,919
In-place leases			19,963						19,963
Trade names			380						380
			271,440						247,262
Accumulated amortization:
Licenses and permits			(29,090)						(13,035)
In-place leases			(14,402)						(12,754)
Trade names			(380)						(380)
			(43,872)						(26,169)
Total intangible assets, net			$	227,568					$	221,093

Amortization expense related to intangible assets was $5,876 and $1,931 during the three months ended September 30, 2023 and 2022, respectively, and $17,703 and $5,832 during the nine months ended September 30, 2023 and 2022, respectively. Total amortization expense capitalized to inventory was $685 and $407 during the three months ended September 30, 2023 and 2022, respectively, and $2,106 and $1,221 during the nine months ended September 30, 2023 and 2022, respectively. At September 30, 2023 and December 31, 2022, $955 and $1,101, respectively, of amortization expense remained capitalized as part of inventory.

No impairment indicators were noted during the nine months ended September 30, 2023 or 2022 and, as such, we did not record any impairment charges during either period.

Goodwill

(in thousands)
Balance, December 31, 2022						$	44,370
Acquisitions(1)						2,921
Balance, September 30, 2023						$	47,291

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

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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. Right-of-use (“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, 2023						December 31, 2022
Lease assets
Operating leases						Operating lease right-of-use assets						$	132,387					$	108,810
Finance leases						Property and equipment, net						1,912						997
Total lease assets												$	134,299					$	109,807
Lease liabilities
Current liabilities
Operating leases						Operating lease liabilities, current						$	3,476					$	2,633
Finance leases						Current portion of debt, net						479						207
Noncurrent liabilities
Operating leases						Operating lease liabilities, noncurrent						262,988						229,816
Finance leases						Long-term debt, net						1,326						695
Total lease liabilities												$	268,269					$	233,351

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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)			2023						2022						2023						2022
Operating lease costs
Capitalized to inventory			$	9,262					$	7,649					$	25,960					$	21,485
General and administrative expenses			651						686						1,914						1,945
Total operating lease costs			$	9,913					$	8,335					$	27,874					$	23,430
Finance lease costs
Amortization of leased assets(1)			$	138					$	26					$	320					$	26
Interest on lease liabilities			68						13						138						13
Total finance lease costs			$	206					$	39					$	458					$	39

(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, 2023 and December 31, 2022, $5,964 and $6,660, 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)			2023						2022						2023						2022
Total short-term and variable lease costs			$	1,176					$	1,404					$	3,353					$	3,873

Sublease income generated during the three and nine months ended September 30, 2023 and 2022 was immaterial.

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

						Nine Months Ended September 30,
(in thousands)						2023						2022
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases						$	27,581					$	22,987
Operating cash flows from finance leases						138						13
Financing cash flows from finance leases						256						23
ROU assets obtained in exchange for new lease obligations
Operating leases						$	34,583					$	35,774
Finance leases						1,159						883

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

						September 30, 2023						December 31, 2022
Weighted-average remaining term (years)
Operating leases						14.5						15.1
Finance leases						3.3						3.7
Weighted-average discount rate
Operating leases						15.1		%				14.8		%
Finance leases						13.7		%				13.6		%

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, 2023 are as follows:

(in thousands)			Operating Lease Liabilities						Finance Lease Liabilities
Remainder of 2023			$	9,791					$	173
2024			40,461						693
2025			41,649						693
2026			42,444						572
2027			43,581						103
Thereafter			521,976						—
Total lease payments			699,902						2,234
Less: imputed interest			433,438						429
Present value of lease liabilities			$	266,464					$	1,805

Lease Amendments

In February 2023, we amended the lease related to our Franklin, New Jersey cultivation facility to increase the tenant improvement allowance, which resulted in increased rent amounts. We accounted for the amendment as a lease modification and remeasured the ROU asset and lease liability as of the amendment date, which resulted in a total additional tenant improvement allowance of $15,000, a reduction of $2,254 to the ROU asset, and an increase of $12,746 to the lease liability.

During the nine months ended September 30, 2023, we received a total of $1,990 under the capital expenditure allowance associated with two leases in Pennsylvania that was recorded as a tenant improvement allowance, which, based on the modified lease terms, resulted in $1,075 of additional lease liabilities, a reduction of $366 to the ROU asset, and a net gain of $549 during the nine months ended September 30, 2023, which is included in “General and administrative expenses” on the unaudited Condensed Consolidated Statement of Operations.

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Sale Leaseback Transactions

In May 2023, the Company sold and subsequently leased back one of its capital assets in Pennsylvania for total proceeds of $15,000, excluding transaction costs. The transaction met the criteria for sale leaseback treatment. The lease was recorded as an operating lease and resulted in a lease liability of $12,758 and an ROU asset of $19,496, which includes an off-market lease adjustment of $6,738.

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 2023						2024						2025						2026						2027						Thereafter						Total
Cash payments due under financing liabilities						$	587					$	2,416					$	2,525					$	2,599					$	2,676					$	9,477					$	20,280

(in thousands)			September 30, 2023						December 31, 2022
2021 Credit Facility(1)			$	275,000					$	275,000
Sellers’ Notes(2)			18,258						27,606
Finance liabilities(3)			18,100						18,100
Financing Agreement(4)			1,668						19,364
Finance leases(5)			1,805						902
Total debt			$	314,831					$	340,972
Current portion of debt			5,433						11,347
Less: unamortized deferred financing costs			—						18
Current portion of debt, net			$	5,433					$	11,329
Long-term debt			309,398						329,625
Less: unamortized deferred financing costs			7,409						10,328
Long-term debt, net			$	301,989					$	319,297

(1)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 the expansion feature (the “2022 Loans”) for total borrowings of $275,000 under the 2021 Credit Facility.

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 2022 Loans were funded by a combination of new and existing lenders. Borrowings from the existing lenders were accounted for as a modification of existing debt, with the exception of one lender that was considered an extinguishment. We recognized a loss on extinguishment of $2,180 as a

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component of interest expense during the second quarter of 2022, which was comprised of the write-off of $337 related to the lender’s initial term loan and $1,843 related to the lender’s new loan, which included the estimated fair value of the warrants issued to the lender.

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.

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 is in compliance with these covenants as of September 30, 2023.

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.

(2)Sellers’ Notes consist of amounts owed for acquisitions or other purchases. During the nine months ended September 30, 2023, we repaid $8,000 to the former owners of one entity that we previously acquired, which is included in “Current portion of debt, net” on the unaudited Condensed Consolidated Balance Sheet at December 31, 2022. Additionally, as further described in Note 4, “Acquisitions,” Sellers’ Notes includes a total of $8,100 related to the acquisition of two additional licenses in Illinois, of which $2,500 is included within “Current portion of debt, net” at September 30, 2023 and within “Long-term debt, net” at December 31, 2022, with the remainder included within “Long-term debt, net” at each period end. Sellers’ Notes also includes $9,372 and $8,366, respectively, related to the OPA Sellers’ Note included in “Long-term debt, net” at September 30, 2023 and December 31, 2022. 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 and is being accreted to interest expense over the expected term.

Additionally, as of September 30, 2023 and December 31, 2022, $786 and $3,140, respectively, remains due under the purchase of a previous non-controlling interest and is included in “Current portion of debt, net” on the unaudited Condensed Consolidated Balance Sheet at each date.

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

(4)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 as a component of “Other, net” on the unaudited Condensed Consolidated Statements of Operations during the nine months ended September 30, 2023. The Company received $20,830 of the ERTC Claim during the nine months ended September 30, 2023, which was remitted to the lender per the terms of the Financing Agreement. A total of $1,964 of the ERTC Claim remains outstanding as of September 30, 2023, which receivable is included in “Other current assets” on the unaudited Condensed Consolidated Balance Sheet, and the balance outstanding under the Financing Agreement is included in “Current portion of debt, net” at September 30, 2023 and “Long-term debt, net” at December 31, 2022.

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

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Debt Maturities

During the nine months ended September 30, 2023, we repaid $8,000 of sellers’ notes related to one previous acquisition and $2,358 of sellers’ notes related to the former owners of a previous non-controlling interest.

At September 30, 2023, the following cash payments are required under our debt arrangements:

(in thousands)						Remainder of 2023						2024						2025																								Total
Sellers’ notes(1)						$	786					$	8,100					$	11,000																							$	19,886
Term note maturities						—						—						275,000																								275,000

(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, 2023 and 2022 consisted of the following:

			Three Months Ended September 30,												Nine Months Ended September 30,
(in thousands)			2023						2022						2023						2022
Cash interest			$	6,515					$	6,847					$	19,479					$	17,677
Accretion			1,802						1,053						7,082						2,288
Interest on financing liabilities(1)			578						521						1,720						1,553
Interest on finance leases			68						13						138						13
Loss on extinguishment of debt			—						—						—						2,180
Total			$	8,963					$	8,434					$	28,419					$	23,711

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

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On June 23, 2023, the Company completed a non-brokered private placement offering of an aggregate of 9,859 shares of the Company’s Class A common stock to a single investor at a purchase price of $0.71 per share, for an aggregate of $7,000 in gross proceeds. Legal expenses incurred in connection with this financing were not material. These shares were issued pursuant to the exemption from registration provided by Rule 506(b) of Regulation D under the Securities Act of 1933, as amended, based on the nature of the transaction and various representations made by the investor.

The following table summarizes the total shares of Class A common stock and Class B common stock outstanding as of September 30, 2023 and December 31, 2022:

(in thousands)			September 30, 2023						December 31, 2022
Shares of Class A common stock			205,870						187,999
Shares of Class B common stock			65						65
Total			205,935						188,064

Warrants

The following table summarizes the warrants activity during the nine months ended September 30, 2023:

						Number of Warrants (in thousands)						Weighted-Average Exercise Price						Weighted-Average Remaining Exercise Period (years)						Aggregate Intrinsic Value (in thousands)(1)
Outstanding, December 31, 2022						5,740						$	3.46					2.7						$	—
Expired						(1,110)						4.00
Outstanding, September 30, 2023(2)						4,630						$	3.34					2.5						$	—

(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, 2023 are equity-classified instruments, are subject to customary anti-dilution adjustments, and are stand-alone instruments. The fair value per warrant is calculated at issuance using a Black-Scholes model and ranged from $0.02 to $0.84. Significant assumptions used in the calculations included volatility ranging from 70.0% to 87.5% and risk-free rates ranging from 0.18% to 4.20%. No warrants were exercised during the nine months ended September 30, 2023.

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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. A total of 9,994 Awards had been granted under the plan as of September 30, 2023. The Awards generally vest over two or three years. The estimated fair value of the Awards at issuance is recognized as compensation expense over the related vesting period.

The following table summarizes the restricted common shares activity during the nine months ended September 30, 2023:

(in thousands)			Restricted Common Shares
Unvested, December 31, 2022			617
Vested			(617)
Unvested, September 30, 2023			—

There is no remaining unrecognized compensation cost associated with these awards as of September 30, 2023.

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, 2023, there were 3,108 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, 2023, no SAR Awards and no RSAs had been granted under the Amended 2021 Plan.

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Stock Options

The following table summarizes stock option activity during the nine months ended September 30, 2023:

						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, 2022						2,042						$	3.29					4.4						$	—
Granted						3,195						$	0.85
Forfeited						(331)						$	2.08
Expired						(13)						$	4.10
Outstanding, September 30, 2023						4,893						$	1.80					4.2						$	272
Exercisable at September 30, 2023						707						$	2.87					3.3						$	—

(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.

No options were exercised during the nine months ended September 30, 2023. Total unrecognized stock-based compensation expense related to unvested options was $2,974 as of September 30, 2023, which is expected to be recognized over a weighted-average remaining period of 2.9 years.

We determine the fair value of stock options on the grant date using a Black-Scholes option pricing model. The fair value of stock options granted during the nine months ended September 30, 2023 was calculated on the date of grant using the following weighted-average assumptions:

						Nine Months Ended September 30, 2023
Risk-free interest rate						3.8		%
Expected term (years)						3.75
Dividend yield						0		%
Expected volatility						70.0		%

Using the Black-Scholes option pricing model, the weighted-average fair value of stock options granted during the nine months ended September 30, 2023 was $0.44 per share.

Restricted Stock Units

The following table summarizes the RSU activity during the nine months ended September 30, 2023:

			Number of Shares (in thousands)						Weighted-Average Grant Date Fair Value per Share
Unvested, December 31, 2022			6,462						$	7.62
Granted			10,783						0.91
Vested(1)			(3,172)						6.63
Forfeited			(756)						3.67
Unvested, September 30, 2023			13,317						$	2.65

(1)Includes 962 vested shares that were withheld to cover tax obligations and were subsequently cancelled.

As of September 30, 2023, total unrecognized compensation cost related to the RSUs was $27,072, which is expected to be recognized over a weighted-average remaining period of 2.0 years.

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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, as set forth in the table below:

Tranche						Company Stock Price Target (per share)(1)						Number of Eligible RSUs (in thousands)
1						$2.00						1,000
2						$3.00						1,000
3						$4.00						1,000
4						$5.00						1,000

(1)The market price of the Company’s Class A common stock must exceed the target price per share for 30 days during a 60 day period.

In addition to the time-based vesting condition and market conditions, which must both be met and were not achieved as of September 30, 2023, continued service to the Company is required as of the date the conditions are satisfied. The grant date fair value of the August 2023 Grant was calculated using a Monte Carlo simulation, which inputs included a volatility rate of 107.7%, a risk-free rate of 4.0%, a market price of $0.65 per share on the grant date, and an expected term of 9 years. The total fair value of the August 2023 Grant was $2,177 and will be recognized as compensation expense over the requisite service period, which, for this award, is the longer of the explicit, implicit, and derived service period, and will be recognized regardless of whether the market conditions are satisfied, provided that the requisite service period has been completed. As of September 30, 2023, the total unrecognized compensation expense related to the August 2023 Grant was $2,124, which is expected to be recognized over a weighted-average period of 2.6 years.

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)			2023						2022						2023						2022
RSUs			$	4,656					$	5,829					$	13,133					$	17,081
Stock Options			308						175						728						349
Restricted Common Shares			—						28						115						232
Total equity-based compensation expense			$	4,964					$	6,032					$	13,976					$	17,662

Of the total equity-based compensation expense, $1,830 and $2,279 was capitalized to inventory during the three months ended September 30, 2023 and 2022, respectively, and $5,689 and $7,517 was capitalized to inventory during the nine months ended September 30, 2023 and 2022, respectively. As of September 30, 2023 and December 31, 2022, $1,768 and $536, respectively, remains capitalized in inventory. During the three months ended September 30, 2023 and 2022, we recognized $3,134 and $3,753, respectively, within “General and administrative expenses” on the unaudited Condensed Consolidated Statements of Operations and we recognized $2,476 and $2,891, respectively, within “Cost of goods sold.” During the nine months ended September 30, 2023 and 2022, we recognized $8,287 and $10,145, respectively, within “General and administrative expenses” and we recognized $4,457 and $10,053, respectively, within “Cost of goods sold.”

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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, 2023.

			Three Months Ended September 30,												Nine Months Ended September 30,
($ in thousands)			2023						2022						2023						2022
Loss before income taxes			$	(4,514)					$	(5,684)					$	(7,391)					$	(36,092)
Income tax expense			6,726						11,178						21,480						29,757
Effective tax rate			(149.0)		%				(196.7)		%				(290.6)		%				(82.4)		%
Gross profit			$	43,556					$	36,636					$	107,579					$	93,051
Effective tax rate on gross profit			15.4		%				30.5		%				20.0		%				32.0		%

Since the Company operates in the cannabis industry, it is subject to the limitations of IRC Section 280E, which prohibits businesses engaged in the trafficking of Schedule I or Schedule II controlled substances from deducting ordinary and necessary business expenses from gross profit. Cannabis businesses 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 can be highly variable and may not necessarily correlate with pre-tax income or loss.

Effective during the second quarter of 2023, Illinois and New Jersey, two states in which the Company has significant operations, began permitting cannabis businesses to deduct ordinary and necessary business expenses from gross profit for state tax purposes. As such, the effective tax rate for the three and nine months ended September 30, 2023 reflects a benefit from this change and varies from the effective tax rate for the three and nine months ended September 30, 2022.

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.

---

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.

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, 2023 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, 2023 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. That motion remains pending. 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.

Following the Company’s decision to no longer consummate the contemplated transactions, during the third quarter of 2022, the Company expensed a total of $1,704 of capitalized costs, primarily consisting of capital expenditures or deposits that were incurred for certain locations. Additionally, during the fourth quarter of 2022, the Company established an estimated reserve of $3,700 related to the remaining amounts that it is actively pursuing collecting. The Company determined that the estimated reserve remained adequate as of September 30, 2023 and is included within “Other current assets” on the unaudited Condensed Consolidated Balance Sheets at September 30, 2023 and December 31, 2022.

---

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

(in thousands)			September 30, 2023						December 31, 2022
Deposits and other receivables			$	7,970					$	3,170
Prepaid expenses			5,622						4,765
Tenant improvement allowance			1,010						500
Construction deposits			697						863
Other			973						243
Total			$	16,272					$	9,541

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

(in thousands)			September 30, 2023						December 31, 2022
Accounts payable			$	33,017					$	17,065
Fixed asset purchases			6,102						6,777
Accrued payroll and related expenses			5,496						7,549
Other			9,966						8,161
Acquisition-related liabilities			—						15,943
Accrued interest			—						1,100
Total			$	54,581					$	56,595

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

			Three Months Ended September 30,												Nine Months Ended September 30,
(in thousands)			2023						2022						2023						2022
Compensation			$	17,855					$	16,276					$	49,043					$	46,592
Depreciation and amortization			7,495						3,272						21,927						9,061
Rent and utilities			5,859						5,137						15,059						16,648
Professional services			3,217						3,408						9,864						13,573
Insurance			1,165						1,554						3,908						4,323
Marketing			1,034						882						3,303						2,505
(Gain) loss on sale of assets			—						(296)						(226)						450
Other			3,384						3,926						8,884						7,807
Total			$	40,009					$	34,159					$	111,762					$	100,959

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v3.23.3

Cover - shares	9 Months Ended
	Sep. 30, 2023	Nov. 06, 2023
Entity Listings [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2023
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	1411 Broadway
Entity Address, Address Line Two	16th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10018
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	2023
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		206,628,947
Class B common stock
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		65,000

v3.23.3

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Current assets
Cash and cash equivalents	$ 63,921	$ 74,146
Accounts receivable, net	25,379	14,101
Inventory	89,092	97,532
Notes receivable	16,661	3,423
Other current assets	16,272	9,541
Total current assets	211,325	198,743
Property and equipment, net	269,648	279,860
Operating lease right-of-use assets	132,387	108,810
Intangible assets, net	227,568	221,093
Goodwill	47,291	44,370
Other noncurrent assets	19,768	19,284
TOTAL ASSETS	907,987	872,160
Current liabilities
Accounts payable and accrued liabilities	54,581	56,595
Current portion of debt, net	5,433	11,329
Operating lease liabilities, current	3,476	2,633
Income taxes payable	59,937	34,678
Other current liabilities	6,328	5,714
Total current liabilities	129,755	110,949
Long-term debt, net	301,989	319,297
Operating lease liabilities, noncurrent	262,988	229,816
Deferred tax liabilities, net	37,120	33,607
Other non-current liabilities	16,670	15,076
Total liabilities	748,522	708,745
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, 2023 and December 31, 2022	0	0
Additional paid-in capital	455,278	430,375
Accumulated deficit	(296,019)	(267,148)
Total stockholders' equity	159,465	163,415
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	907,987	872,160
Class A common stock
Stockholders' Equity
Class A and Class B common stock	206	188
Class B common stock
Stockholders' Equity
Class A and Class B common stock	$ 0	$ 0

v3.23.3

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
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)	205,870,000	187,999,000
Common stock, shares outstanding (in shares)	205,870,000	187,999,000
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

v3.23.3

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Statement [Abstract]
Revenue, net	$ 141,268	$ 111,238	$ 378,432	$ 293,827
Cost of goods sold	(97,712)	(74,602)	(270,853)	(200,776)
Gross profit	43,556	36,636	107,579	93,051
Operating expenses
General and administrative expenses	40,009	34,159	111,762	100,959
Settlement expense	0	0	0	5,000
Total operating expenses	40,009	34,159	111,762	105,959
Operating profit (loss)	3,547	2,477	(4,183)	(12,908)
Other income (expense)
Interest expense	(8,963)	(8,434)	(28,419)	(23,711)
Other, net	902	273	25,211	527
Total other expense	(8,061)	(8,161)	(3,208)	(23,184)
Loss before income taxes	(4,514)	(5,684)	(7,391)	(36,092)
Income tax expense	(6,726)	(11,178)	(21,480)	(29,757)
Net loss	$ (11,240)	$ (16,862)	$ (28,871)	$ (65,849)
Net loss per share attributable to Class A and Class B common stockholders — basic (in dollars per share)	$ (0.05)	$ (0.09)	$ (0.15)	$ (0.36)
Net loss per share attributable to Class A and Class B common stockholders — diluted (in dollars per share)	$ (0.05)	$ (0.09)	$ (0.15)	$ (0.36)
Weighted-average common shares outstanding — basic (in shares)	205,710	187,697	196,616	181,833
Weighted-average common shares outstanding — diluted (in shares)	205,710	187,697	196,616	181,833

v3.23.3

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY - USD ($) shares in Thousands, $ in Thousands	Total	Class A and Class B Common Stock	Additional Paid-In Capital	Accumulated Deficit
Beginning balance (in shares) at Dec. 31, 2021		171,586
Beginning balance at Dec. 31, 2021	$ 176,477	$ 171	$ 362,555	$ (186,249)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Vesting of equity-based payment awards (in shares)		4,131
Vesting of equity-based payment awards	0	$ 4	(4)
Equity-based compensation expense	14,306		14,306
Taxes withheld under equity-based compensation plans, net (in shares)		(1,260)
Taxes withheld under equity-based compensation plans, net	(4,942)	$ (1)	(4,941)
Net (loss) income	(27,815)			(27,815)
Ending balance (in shares) at Mar. 31, 2022		174,457
Ending balance at Mar. 31, 2022	158,026	$ 174	371,916	(214,064)
Beginning balance (in shares) at Dec. 31, 2021		171,586
Beginning balance at Dec. 31, 2021	176,477	$ 171	362,555	(186,249)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income	(65,849)
Ending balance (in shares) at Sep. 30, 2022		187,969
Ending balance at Sep. 30, 2022	174,069	$ 188	425,979	(252,098)
Beginning balance (in shares) at Mar. 31, 2022		174,457
Beginning balance at Mar. 31, 2022	$ 158,026	$ 174	371,916	(214,064)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Shares issued in acquisitions or asset purchases (in shares)	12,900
Shares issued in acquisitions or asset purchases	$ 42,957	$ 13	42,944
Vesting of equity-based payment awards (in shares)		138
Equity-based compensation expense	4,170		4,170
Issuance of warrants	2,639		2,639
Net (loss) income	(21,172)			(21,172)
Ending balance (in shares) at Jun. 30, 2022		187,495
Ending balance at Jun. 30, 2022	186,620	$ 187	421,669	(235,236)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Vesting of equity-based payment awards (in shares)		570
Vesting of equity-based payment awards	0	$ 1	(1)
Equity-based compensation expense	4,545		4,545
Taxes withheld under equity-based compensation plans, net (in shares)		(96)
Taxes withheld under equity-based compensation plans, net	(234)		(234)
Net (loss) income	(16,862)			(16,862)
Ending balance (in shares) at Sep. 30, 2022		187,969
Ending balance at Sep. 30, 2022	174,069	$ 188	425,979	(252,098)
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]
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)

v3.23.3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Cash flows from operating activities
Net loss	$ (28,871)	$ (65,849)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	44,192	25,824
Amortization of operating lease assets	827	1,014
Non-cash interest expense	7,082	4,466
Equity-based compensation expense	13,976	17,662
Deferred income taxes	(10,875)	(3,725)
(Gain) loss on sale of assets	(226)	450
Other	17,837	8,069
Changes in operating assets and liabilities, net of effects of acquisitions
Accounts receivable	(11,278)	(5,763)
Inventory	(5,693)	(34,754)
Other current assets	(5,726)	4,734
Other noncurrent assets	(484)	235
Accounts payable and accrued liabilities	12,601	8,564
Other current liabilities	615	(650)
Lease liabilities	(569)	(521)
Income taxes payable	25,258	17,959
Net cash provided by (used in) operating activities	58,666	(22,285)
Cash flows from investing activities
Additions to capital assets	(16,012)	(62,959)
Investments in notes receivable	(15,169)	(2,391)
Collection of notes receivable	245	245
Proceeds from sale of assets	15,000	39,225
Acquisition of businesses, net of cash acquired	(19,857)	(24,890)
Purchase of intangible assets	(15,943)	(43,781)
Net cash used in investing activities	(51,736)	(94,551)
Cash flows from financing activities
Proceeds from issuance of common stock in private placement	7,000	0
Proceeds from issuance of debt	0	65,000
Repayments of debt	(23,188)	(2,289)
Repayments under finance leases	(256)	(23)
Debt issuance costs	0	(4,998)
Taxes withheld under equity-based compensation plans, net	(711)	(4,942)
Net cash (used in) provided by financing activities	(17,155)	52,748
Net decrease in cash, cash equivalents, and restricted cash	(10,225)	(64,088)
Cash, cash equivalents, and restricted cash at beginning of period	74,146	155,481
Cash, cash equivalents, and restricted cash at end of period	63,921	91,393
Supplemental Cash Flow Information
Interest paid	20,579	17,100
Income taxes paid, net of refunds	7,057	15,505
Non-cash investing and financing activities
Capital expenditures incurred but not yet paid	6,102	7,324
Issuance of shares in business acquisitions	4,770	0
Taxes withheld under equity-based compensation plans, net	214	234
Issuance of shares for intangible assets	0	42,957
Warrants issued with notes payable	$ 0	$ 2,639

v3.23.3

THE COMPANY AND NATURE OF OPERATIONS	9 Months Ended
	Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
THE COMPANY AND NATURE OF OPERATIONS	THE COMPANY AND NATURE OF OPERATIONSAscend 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, Ohio, New Jersey, 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 New York, New York.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.”

v3.23.3

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2023
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, 2022 (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, 2023. 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. 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, 2023 and December 31, 2022, as well as a net loss for the nine months ended September 30, 2023 and 2022, 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, 2023 and December 31, 2022, we did not hold significant restricted cash or cash equivalents. Fair Value of Financial Instruments During the nine months ended September 30, 2023 and 2022, 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 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, 2023 and 2022, 26,840 and 15,069 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 disclosed on the cover page of this Quarterly Report on Form 10-Q. 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 Adopted Accounting Standards The following standards have been recently adopted by the Company. Recently effective standards 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. Financial Instruments On January 1, 2023, the Company adopted Accounting Standards Update (“ASU”) 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, (“ASU 2016-13”) and the related subsequent amendments, transitional guidance, and other interpretive guidance within ASU 2019-05, ASU 2019-11, ASU 2020-03, and ASU 2022-02 (collectively, including ASU 2016-13, “ASC 326”). ASC 326 replaces the guidance surrounding measurement and recognition of credit losses on financial assets measured at amortized cost, including trade receivables and investments in certain debt securities, by requiring recognition of an allowance for credit losses expected to be incurred over an asset’s life based on relevant information about past events, current conditions, and supportable forecasts impacting its ultimate collectability. This current expected credit losses (“CECL”) model results in earlier recognition of credit losses than the previous “as incurred” model, under which losses are recognized only upon the occurrence of an event that gives rise to the incurrence of a probable loss. ASU 2019-05, Financial Instruments – Credit Losses (Topic 326): Targeted Transition Relief, was issued in May 2019 to provide target transition relief allowing entities to make an irrevocable one-time election upon adoption of the new credit losses standard to measure financial assets previously measured at amortized cost (except held-to-maturity securities) using the fair value option. Following the adoption of this guidance, the Company’s estimation of allowance for doubtful accounts related to trade receivables considers factors such as historical credit loss experience, age of receivable balances, current market conditions, and an assessment of receivables due from specific identifiable counterparties to determine whether these receivables are considered at risk or uncollectible. Additionally, the Company’s estimation of allowances on notes receivable, as applicable, incorporates historical loss information, the financial condition of loan recipients, and various other economic conditions. The adoption of this guidance did not have a significant impact on our consolidated financial statements. 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 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.

v3.23.3

REPORTABLE SEGMENTS AND REVENUE	9 Months Ended
	Sep. 30, 2023
Segment Reporting [Abstract]
REPORTABLE SEGMENTS AND REVENUE	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 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) 2023 2022 2023 2022 Retail revenue $ 101,263  $ 82,793  $ 273,862  $ 221,639  Wholesale revenue 68,671  51,466  188,263  131,513  169,934  134,259  462,125  353,152  Elimination of inter-company revenue (28,666) (23,021) (83,693) (59,325) Total revenue, net $ 141,268  $ 111,238  $ 378,432  $ 293,827  The liability related to the loyalty program we offer dispensary customers at certain locations was $1,019 and $672 at September 30, 2023 and December 31, 2022, respectively, and is included within “Other current liabilities” on the accompanying unaudited Condensed Consolidated Balance Sheets. The Company recorded $1,491 and $493 in allowance for doubtful accounts as of September 30, 2023 and December 31, 2022, respectively. Write-offs were not significant during the three and nine months ended September 30, 2023 and 2022.

v3.23.3

ACQUISITIONS	9 Months Ended
	Sep. 30, 2023
Business Combination and Asset Acquisition [Abstract]
ACQUISITIONS	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. 2023 Acquisition On 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, 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. Acquisition related costs incurred during the nine months ended September 30, 2023 were not material. Preliminary Purchase Price Allocation (in thousands) Devi Maryland Assets acquired (liabilities assumed): Cash $ 143  Inventory 447  Prepaids and other current assets 114  Property and equipment(1) 4,593  Licenses(2) 9,790  Goodwill(3) 2,921  Accounts payable and accrued liabilities(4) (1,238) Net assets acquired $ 16,770  Consideration transferred: Cash $ 12,000  Fair value of shares issued(5) 4,770  Total consideration $ 16,770  (1)Consists of: furniture, fixtures, and equipment of $953; land of $364; and buildings of $3,276. (2)The amortization period of the acquired licenses is 10 years. During the three months ended September 30, 2023, we refined certain estimates related to the fair value of the acquired licenses and recorded a measurement period purchase accounting adjustment that increased the value by $740, with a related impact to goodwill. (3)Goodwill is largely attributable to the value we expect to obtain from long-term business growth and buyer-specific synergies. The Company is evaluating whether the goodwill is deductible for tax purposes under the limitations imposed under Internal Revenue Code (“IRC”) Section 280E. See Note 14, “Income Taxes,” for additional information. (4)During the three months ended September 30, 2023, we refined certain estimates related to the accounts payable assumed in the acquisition and recorded a measurement period purchase accounting adjustment that reduced the estimate by $257, with a related impact to goodwill. (5)The seller received 5,185 shares of Class A common stock with a fair value of $4,770. 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 income related to Devi Maryland. Pro forma financial information is not presented, as such results are immaterial to both the current and prior periods. 2022 Acquisition Effective October 14, 2022, the Company acquired Marichron Pharma LLC (“Marichron”), a medical cannabis processor in Ohio. The purchase price allocation remains preliminary as the Company finalizes certain estimates of the fair value of the net assets acquired within the measurement period. There was no incremental revenue associated with third-party sales related to Marichron during the three months ended September 30, 2023. Our results of operations for the nine months ended September 30, 2023 include $556 of net revenue related to Marichron and the three and nine months ended September 30, 2023 include $175 and $919, respectively, of net loss. 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 variable interest entity (“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. 2022 Asset Acquisitions Story of PA On April 19, 2022, the Company acquired Story of PA CR, LLC (“Story of PA”). Total consideration for the acquisition of the outstanding equity interests in Story of PA was $53,127, consisting of 12,900 shares of Class A common stock with a fair value of $42,957 and cash consideration of $10,170. Story of PA received a clinical registrant permit from the Pennsylvania Department of Health on March 1, 2022. Through a research collaboration agreement with the Geisinger Commonwealth School of Medicine (“Geisinger”), a Pennsylvania Department of Health-Certified Medical Marijuana Academic Clinical Research Center, the Company intends to open a cultivation and processing facility and up to six medical dispensaries throughout the Commonwealth of Pennsylvania. The Company will help fund clinical research to benefit the patients of Pennsylvania by contributing $30,000 to Geisinger over the two years following the transaction date and up to an additional total of $10,000 over the course of ten years following the transaction date. The total acquisition cost in respect of the Story of PA acquisition was $137,594 and was allocated to the license intangible asset acquired. The total cost consists of the equity consideration, cash consideration, Geisinger funding commitment, other liabilities related to consulting agreements, forgiveness of the previously outstanding bridge loan, transaction costs, the initial cost of the investment, and an acquisition-related deferred tax liability of $37,391 that was recorded during the fourth quarter of 2022. Of the total funding commitment, $15,000 was paid in April 2022. A second payment of $15,000 was paid in August 2023 and is included within “Accounts payable and other accrued liabilities” on the unaudited Condensed Consolidated Balance Sheet at December 31, 2022. The additional $10,000 due under the funding commitment is included within “Other non-current liabilities” on the unaudited Condensed Consolidated Balance Sheet at September 30, 2023 and December 31, 2022. A total of $943 due under one of the consulting agreements was paid during the nine months ended September 30, 2023, which includes the final required payment. 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, which operations have not yet commenced. The Ohio Agreement is subject to regulatory review and approval. Once the regulatory approval is received, the Company may exercise the option, and the exercise is solely within the Company’s control. The Company may exercise the option until the fifth anniversary of the agreement date or can elect to extend the exercise period for an additional year. Under the Ohio Agreement, the Company will also acquire the real property of the three dispensary locations. In conjunction with the Ohio Agreement, the parties also entered into a support services agreement under which the Company will provide 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. The purchase price per the Ohio Agreement consists 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. The sellers may elect to receive the earn-out payment as either cash or shares of the Company’s Class A common stock, or a combination thereof. If the sellers elect to receive any or all of the payment in shares, the number of shares issued will be equal to the earn-out payment amount, or portion thereof, divided by the thirty-day volume weighted average price of the Class A shares immediately preceding the date the earn-out provision is achieved. If the sellers elect to receive Class A shares for the earn-out, those shares would be issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. 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 total estimated fair value of the transaction consideration was determined to be $24,132 and consists 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. The $11,000 payment that is due at final closing (the “OPA Sellers’ Note”) was recorded net of a discount of $3,010 based on the estimated payment date utilizing the Company’s incremental borrowing rate and is included within “Long-term debt, net” on the accompanying unaudited Condensed Consolidated Balance Sheet at September 30, 2023 and December 31, 2022; 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 acquired will be amortized in accordance with the Company’s policy once operations commence. 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 September 30, 2023 and December 31, 2022, the estimated fair value of this contingent consideration was $6,670 and $5,076, respectively, and is included within “Other non-current liabilities” on the accompanying unaudited Condensed Consolidated Balance Sheets. The $606 and $1,594 change in fair value during the three and nine months ended September 30, 2023, respectively, is included within “General and administrative expenses” on the unaudited Condensed Consolidated Statement of Operations. Direct transaction expenses of $224 were incurred during the year ended December 31, 2022. 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 and the transfer of each license is subject to regulatory review and approval. 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 as the cost of the license acquired. Of the total cash consideration, $3,000 was paid at signing and $2,500 is due at final closing, which the Company anticipates may occur within the twelve months following the commencement of operations at the associated location that began during the second quarter of 2023. During the second quarter of 2023, the Company recorded an acquisition-related deferred tax liability of $2,414, which was allocated to the license as additional cost basis. The closing payment is included as a sellers’ note within “Current portion of debt, net” on the accompanying unaudited Condensed Consolidated Balance Sheet at September 30, 2023 and “Long-term Debt, net” at December 31, 2022; refer to Note 11, “Debt,” for additional information. 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 as the cost of the license acquired. The consideration will be paid at final closing and is included as a sellers’ note within “Long-term, debt, net” on the accompanying unaudited Condensed Consolidated Balance Sheet at September 30, 2023 and December 31, 2022; refer to Note 11, “Debt,” for additional information. During the third quarter of 2023, the Company recorded an acquisition-related deferred tax liability of $2,458, which was allocated to the license as additional cost basis.

v3.23.3

INVENTORY	9 Months Ended
	Sep. 30, 2023
Inventory Disclosure [Abstract]
INVENTORY	INVENTORY The components of inventory are as follows: (in thousands) September 30, 2023 December 31, 2022 Materials and supplies $ 15,928  $ 16,115  Work in process 35,431  49,586  Finished goods 37,733  31,831  Total $ 89,092  $ 97,532  Total compensation expense capitalized to inventory was $18,552 and $14,406 during the three months ended September 30, 2023 and 2022, respectively, and $52,847 and $39,961 during the nine months ended September 30, 2023 and 2022, respectively. At September 30, 2023 and December 31, 2022, $12,420 and $15,920, respectively, of compensation expense remained capitalized as part of inventory. The Company recognized, as a component of cost of goods sold, total write-downs of $2,938 and $4,049 during the three months ended September 30, 2023 and 2022, respectively, and $13,052 and $6,365 during the nine months ended September 30, 2023 and 2022, respectively, related to net realizable value adjustments, expired products, and obsolete packaging. These amounts are included within “Other” on the unaudited Condensed Consolidated Statements of Cash Flows.

v3.23.3

NOTES RECEIVABLE	9 Months Ended
	Sep. 30, 2023
Receivables [Abstract]
NOTES RECEIVABLE	NOTES RECEIVABLE (in thousands) September 30, 2023 December 31, 2022 Maryland Loan Receivable(1) $ 10,690  $ —  Massachusetts Note(2) 3,549  1,001  MMNY - working capital loan(3) 2,422  2,422  Total $ 16,661  $ 3,423  (1)In June 2023, the Company purchased $12,027 of the outstanding principal, at par, of a loan agreement (the “Maryland Loan Receivable”), plus the associated interest receivable. The agreement underlying the Maryland Loan Receivable (the “Maryland Loan Agreement”) is with a cannabis license holder in Maryland that matures on August 1, 2026. The Maryland Loan Agreement initially provided for a base interest rate of 12.0% plus LIBOR (LIBOR floor of 1.0%) and a paid-in-kind (“PIK”) 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. As of September 30, 2023, the all-in interest rate was 26.9%, which included a default penalty of 5.0%. The Maryland Loan Agreement requires monthly repayments equal to 10.0% of the outstanding balance (including PIK interest) and may be prepaid, subject to a customary make-whole payment or prepayment penalty, as applicable. Mandatory prepayments are required from the proceeds of certain events. The Maryland Loan Agreement contains customary events of default including: non-payment of principal, interest, or other amounts due; violations of covenants; bankruptcy; change of control; cross defaults to other debt; and material judgments. The Maryland Loan Agreement is guaranteed by certain owners of the borrowing entity and is secured by substantially all of the assets of the borrowing entity, excluding certain cannabis-related assets where prohibited. The Maryland Loan Agreement contains financial covenants including: a minimum adjusted EBITDA; a minimum free cash flow; a maximum total leverage ratio; a minimum fixed charge coverage ratio, and a minimum cash balance, each as provided for in the Maryland Loan Agreement. The Maryland Loan Agreement also contains non-financial covenants including restrictions on: indebtedness; liens; fundamental changes; disposal of assets; issuance of stock; sale and leaseback transactions; capital expenditures; and certain other matters. 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 are 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 2022 that declared all amounts due and payable. Such events of default and covenant violations were not remedied as of September 30, 2023. During the three and nine months ended September 30, 2023, the Company recognized a total of $917 and $1,882, respectively, of interest income, including certain default fees and premiums and PIK interest, which total remained outstanding as of September 30, 2023 and is recorded within “Other, net” on the accompanying unaudited Condensed Consolidated Statements of Operations. Additionally, during the nine months ended September 30, 2023, the Company established a reserve of $1,804 for potential collectability that is included within “General and administrative expenses” on the accompanying unaudited Condensed Consolidated Statements of Operations and within “Other” on the unaudited Condensed Consolidated Statements of Cash Flows. (2)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 (the “Massachusetts Note”). The Massachusetts Note accrues interest at a fixed annual rate of 11.5%, which is reflected in the total balance outstanding in the table above. Following the opening of the borrower’s retail dispensary, which had not occurred as of September 30, 2023, the principal amount is due monthly through the maturity date of May 25, 2026. 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. (3)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. The Company is pursuing collection of the amounts due under this working capital advance agreement through its legal proceedings against MMNY. Refer to Note 15, “Commitments and Contingencies,” for additional information. No impairment losses on notes receivable were recognized during the nine months ended September 30, 2023 or 2022, other than as described above. Additionally, a total of $4,059 is outstanding at September 30, 2023 related to a promissory note issued to the owner of a property that the Company is leasing, of which $168 and $3,891 is included in “Other current assets” and “Other noncurrent assets,” respectively, on the unaudited Condensed Consolidated Balance Sheet. At December 31, 2022, $4,181 was outstanding, of which $163 and $4,018 is included in “Other current assets” and “Other noncurrent assets,” respectively, on the unaudited Condensed Consolidated Balance Sheet.

v3.23.3

PROPERTY AND EQUIPMENT	9 Months Ended
	Sep. 30, 2023
Property, Plant and Equipment [Abstract]
PROPERTY AND EQUIPMENT	PROPERTY AND EQUIPMENT Property and equipment consists of the following: (in thousands) September 30, 2023 December 31, 2022 Leasehold improvements $ 180,062  $ 174,099  Furniture, fixtures, and equipment 69,691  63,974  Buildings 63,186  71,951  Construction in progress 22,410  9,633  Land 5,242  6,505  Property and equipment, gross 340,591  326,162  Less: accumulated depreciation 70,943  46,302  Property and equipment, net $ 269,648  $ 279,860  Total depreciation expense was $8,531 and $6,405 during the three months ended September 30, 2023 and 2022, respectively, and $24,958 and $18,079 during the nine months ended September 30, 2023 and 2022, respectively. Total depreciation expense capitalized to inventory was $6,227 and $4,657 during the three months ended September 30, 2023 and 2022, respectively, and $18,628 and $13,629 during the nine months ended September 30, 2023 and 2022, respectively. At September 30, 2023 and December 31, 2022, $5,163 and $6,548, respectively, of depreciation expense remained capitalized as part of inventory. The table above includes equipment with a gross value of $2,321 and $1,086 as of September 30, 2023 and December 31, 2022, respectively, and accumulated amortization of $409 and $89, respectively, that the Company is renting under finance leases pursuant to a master lease agreement that was entered into in June 2022 and allows for an aggregate of $15,000 of such leases. Refer to Note 10, “Leases,” for additional information regarding our lease arrangements. During the nine months ended September 30, 2023, the Company recognized a loss of $323 related to the sale of one property that is included within “General and administrative expenses” on the unaudited Condensed Consolidated Statements of Operations, and wrote-off $317 of accumulated depreciation. Refer to Note 10, “Leases,” for additional information regarding this sale leaseback transaction. Additionally, during the three and nine months ended September 30, 2023, the Company wrote-off $1,259 of certain construction in progress projects, 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.

v3.23.3

VARIABLE INTEREST ENTITIES	9 Months Ended
	Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
VARIABLE INTEREST ENTITIES	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. 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, 2023 and December 31, 2022 and in the unaudited Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2023 and 2022, as applicable. These 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. Ohio Patient Access (in thousands) September 30, 2023 December 31, 2022 Current assets $ 30  $ —  Other noncurrent assets 42,124  24,675  Current liabilities 18,247  1,675  Noncurrent liabilities 9,516  —  Deficit (2,457) (588) Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (in thousands) Ohio Patient Access Ascend Illinois(1) Ohio Patient Access Ascend Illinois(1) Revenue, net $ —  $ 68,346  $ —  $ 197,152  Net (loss) income (672) 8,834  (1,869) 22,034  (1)In December 2022, following regulatory approvals for the title transfer of certain licenses, Ascend Illinois (including its subsidiaries) is wholly-owned by Ascend Wellness Holdings, Inc. and therefore is no longer considered a VIE as of December 31, 2022.

v3.23.3

INTANGIBLE ASSETS AND GOODWILL	9 Months Ended
	Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
INTANGIBLE ASSETS AND GOODWILL	INTANGIBLE ASSETS AND GOODWILL (in thousands) September 30, 2023 December 31, 2022 Intangible Assets Licenses and permits $ 251,097  $ 226,919  In-place leases 19,963  19,963  Trade names 380  380  271,440  247,262  Accumulated amortization: Licenses and permits (29,090) (13,035) In-place leases (14,402) (12,754) Trade names (380) (380) (43,872) (26,169) Total intangible assets, net $ 227,568  $ 221,093  Amortization expense related to intangible assets was $5,876 and $1,931 during the three months ended September 30, 2023 and 2022, respectively, and $17,703 and $5,832 during the nine months ended September 30, 2023 and 2022, respectively. Total amortization expense capitalized to inventory was $685 and $407 during the three months ended September 30, 2023 and 2022, respectively, and $2,106 and $1,221 during the nine months ended September 30, 2023 and 2022, respectively. At September 30, 2023 and December 31, 2022, $955 and $1,101, respectively, of amortization expense remained capitalized as part of inventory. No impairment indicators were noted during the nine months ended September 30, 2023 or 2022 and, as such, we did not record any impairment charges during either period. Goodwill (in thousands) Balance, December 31, 2022 $ 44,370  Acquisitions(1) 2,921  Balance, September 30, 2023 $ 47,291  (1)Refer to Note 4, “Acquisitions,” for additional information.

v3.23.3

LEASES	9 Months Ended
	Sep. 30, 2023
Leases [Abstract]
LEASES	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. Right-of-use (“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, 2023 December 31, 2022 Lease assets Operating leases Operating lease right-of-use assets $ 132,387  $ 108,810  Finance leases Property and equipment, net 1,912  997  Total lease assets $ 134,299  $ 109,807  Lease liabilities Current liabilities Operating leases Operating lease liabilities, current $ 3,476  $ 2,633  Finance leases Current portion of debt, net 479  207  Noncurrent liabilities Operating leases Operating lease liabilities, noncurrent 262,988  229,816  Finance leases Long-term debt, net 1,326  695  Total lease liabilities $ 268,269  $ 233,351  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) 2023 2022 2023 2022 Operating lease costs Capitalized to inventory $ 9,262  $ 7,649  $ 25,960  $ 21,485  General and administrative expenses 651  686  1,914  1,945  Total operating lease costs $ 9,913  $ 8,335  $ 27,874  $ 23,430  Finance lease costs Amortization of leased assets(1) $ 138  $ 26  $ 320  $ 26  Interest on lease liabilities 68  13  138  13  Total finance lease costs $ 206  $ 39  $ 458  $ 39  (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, 2023 and December 31, 2022, $5,964 and $6,660, 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) 2023 2022 2023 2022 Total short-term and variable lease costs $ 1,176  $ 1,404  $ 3,353  $ 3,873  Sublease income generated during the three and nine months ended September 30, 2023 and 2022 was immaterial. The following table includes supplemental cash and non-cash information related to our leases: Nine Months Ended September 30, (in thousands) 2023 2022 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 27,581  $ 22,987  Operating cash flows from finance leases 138  13  Financing cash flows from finance leases 256  23  ROU assets obtained in exchange for new lease obligations Operating leases $ 34,583  $ 35,774  Finance leases 1,159  883  The following table summarizes the weighted-average remaining lease term and discount rate: September 30, 2023 December 31, 2022 Weighted-average remaining term (years) Operating leases 14.5 15.1 Finance leases 3.3 3.7 Weighted-average discount rate Operating leases 15.1  % 14.8  % Finance leases 13.7  % 13.6  % 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, 2023 are as follows: (in thousands) Operating Lease Liabilities Finance Lease Liabilities Remainder of 2023 $ 9,791  $ 173  2024 40,461  693  2025 41,649  693  2026 42,444  572  2027 43,581  103  Thereafter 521,976  —  Total lease payments 699,902  2,234  Less: imputed interest 433,438  429  Present value of lease liabilities $ 266,464  $ 1,805  Lease Amendments In February 2023, we amended the lease related to our Franklin, New Jersey cultivation facility to increase the tenant improvement allowance, which resulted in increased rent amounts. We accounted for the amendment as a lease modification and remeasured the ROU asset and lease liability as of the amendment date, which resulted in a total additional tenant improvement allowance of $15,000, a reduction of $2,254 to the ROU asset, and an increase of $12,746 to the lease liability. During the nine months ended September 30, 2023, we received a total of $1,990 under the capital expenditure allowance associated with two leases in Pennsylvania that was recorded as a tenant improvement allowance, which, based on the modified lease terms, resulted in $1,075 of additional lease liabilities, a reduction of $366 to the ROU asset, and a net gain of $549 during the nine months ended September 30, 2023, which is included in “General and administrative expenses” on the unaudited Condensed Consolidated Statement of Operations. Sale Leaseback Transactions In May 2023, the Company sold and subsequently leased back one of its capital assets in Pennsylvania for total proceeds of $15,000, excluding transaction costs. The transaction met the criteria for sale leaseback treatment. The lease was recorded as an operating lease and resulted in a lease liability of $12,758 and an ROU asset of $19,496, which includes an off-market lease adjustment of $6,738. 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 2023 2024 2025 2026 2027 Thereafter Total Cash payments due under financing liabilities $ 587  $ 2,416  $ 2,525  $ 2,599  $ 2,676  $ 9,477  $ 20,280
LEASES	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. Right-of-use (“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, 2023 December 31, 2022 Lease assets Operating leases Operating lease right-of-use assets $ 132,387  $ 108,810  Finance leases Property and equipment, net 1,912  997  Total lease assets $ 134,299  $ 109,807  Lease liabilities Current liabilities Operating leases Operating lease liabilities, current $ 3,476  $ 2,633  Finance leases Current portion of debt, net 479  207  Noncurrent liabilities Operating leases Operating lease liabilities, noncurrent 262,988  229,816  Finance leases Long-term debt, net 1,326  695  Total lease liabilities $ 268,269  $ 233,351  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) 2023 2022 2023 2022 Operating lease costs Capitalized to inventory $ 9,262  $ 7,649  $ 25,960  $ 21,485  General and administrative expenses 651  686  1,914  1,945  Total operating lease costs $ 9,913  $ 8,335  $ 27,874  $ 23,430  Finance lease costs Amortization of leased assets(1) $ 138  $ 26  $ 320  $ 26  Interest on lease liabilities 68  13  138  13  Total finance lease costs $ 206  $ 39  $ 458  $ 39  (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, 2023 and December 31, 2022, $5,964 and $6,660, 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) 2023 2022 2023 2022 Total short-term and variable lease costs $ 1,176  $ 1,404  $ 3,353  $ 3,873  Sublease income generated during the three and nine months ended September 30, 2023 and 2022 was immaterial. The following table includes supplemental cash and non-cash information related to our leases: Nine Months Ended September 30, (in thousands) 2023 2022 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 27,581  $ 22,987  Operating cash flows from finance leases 138  13  Financing cash flows from finance leases 256  23  ROU assets obtained in exchange for new lease obligations Operating leases $ 34,583  $ 35,774  Finance leases 1,159  883  The following table summarizes the weighted-average remaining lease term and discount rate: September 30, 2023 December 31, 2022 Weighted-average remaining term (years) Operating leases 14.5 15.1 Finance leases 3.3 3.7 Weighted-average discount rate Operating leases 15.1  % 14.8  % Finance leases 13.7  % 13.6  % 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, 2023 are as follows: (in thousands) Operating Lease Liabilities Finance Lease Liabilities Remainder of 2023 $ 9,791  $ 173  2024 40,461  693  2025 41,649  693  2026 42,444  572  2027 43,581  103  Thereafter 521,976  —  Total lease payments 699,902  2,234  Less: imputed interest 433,438  429  Present value of lease liabilities $ 266,464  $ 1,805  Lease Amendments In February 2023, we amended the lease related to our Franklin, New Jersey cultivation facility to increase the tenant improvement allowance, which resulted in increased rent amounts. We accounted for the amendment as a lease modification and remeasured the ROU asset and lease liability as of the amendment date, which resulted in a total additional tenant improvement allowance of $15,000, a reduction of $2,254 to the ROU asset, and an increase of $12,746 to the lease liability. During the nine months ended September 30, 2023, we received a total of $1,990 under the capital expenditure allowance associated with two leases in Pennsylvania that was recorded as a tenant improvement allowance, which, based on the modified lease terms, resulted in $1,075 of additional lease liabilities, a reduction of $366 to the ROU asset, and a net gain of $549 during the nine months ended September 30, 2023, which is included in “General and administrative expenses” on the unaudited Condensed Consolidated Statement of Operations. Sale Leaseback Transactions In May 2023, the Company sold and subsequently leased back one of its capital assets in Pennsylvania for total proceeds of $15,000, excluding transaction costs. The transaction met the criteria for sale leaseback treatment. The lease was recorded as an operating lease and resulted in a lease liability of $12,758 and an ROU asset of $19,496, which includes an off-market lease adjustment of $6,738. 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 2023 2024 2025 2026 2027 Thereafter Total Cash payments due under financing liabilities $ 587  $ 2,416  $ 2,525  $ 2,599  $ 2,676  $ 9,477  $ 20,280

v3.23.3

DEBT	9 Months Ended
	Sep. 30, 2023
Debt Disclosure [Abstract]
DEBT	DEBT (in thousands) September 30, 2023 December 31, 2022 2021 Credit Facility(1) $ 275,000  $ 275,000  Sellers’ Notes(2) 18,258  27,606  Finance liabilities(3) 18,100  18,100  Financing Agreement(4) 1,668  19,364  Finance leases(5) 1,805  902  Total debt $ 314,831  $ 340,972  Current portion of debt 5,433  11,347  Less: unamortized deferred financing costs —  18  Current portion of debt, net $ 5,433  $ 11,329  Long-term debt 309,398  329,625  Less: unamortized deferred financing costs 7,409  10,328  Long-term debt, net $ 301,989  $ 319,297  (1)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 the expansion feature (the “2022 Loans”) for total borrowings of $275,000 under the 2021 Credit Facility. 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 2022 Loans were funded by a combination of new and existing lenders. Borrowings from the existing lenders were accounted for as a modification of existing debt, with the exception of one lender that was considered an extinguishment. We recognized a loss on extinguishment of $2,180 as a component of interest expense during the second quarter of 2022, which was comprised of the write-off of $337 related to the lender’s initial term loan and $1,843 related to the lender’s new loan, which included the estimated fair value of the warrants issued to the lender. 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. 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 is in compliance with these covenants as of September 30, 2023. 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. (2)Sellers’ Notes consist of amounts owed for acquisitions or other purchases. During the nine months ended September 30, 2023, we repaid $8,000 to the former owners of one entity that we previously acquired, which is included in “Current portion of debt, net” on the unaudited Condensed Consolidated Balance Sheet at December 31, 2022. Additionally, as further described in Note 4, “Acquisitions,” Sellers’ Notes includes a total of $8,100 related to the acquisition of two additional licenses in Illinois, of which $2,500 is included within “Current portion of debt, net” at September 30, 2023 and within “Long-term debt, net” at December 31, 2022, with the remainder included within “Long-term debt, net” at each period end. Sellers’ Notes also includes $9,372 and $8,366, respectively, related to the OPA Sellers’ Note included in “Long-term debt, net” at September 30, 2023 and December 31, 2022. 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 and is being accreted to interest expense over the expected term. Additionally, as of September 30, 2023 and December 31, 2022, $786 and $3,140, respectively, remains due under the purchase of a previous non-controlling interest and is included in “Current portion of debt, net” on the unaudited Condensed Consolidated Balance Sheet at each date. (3)Finance liabilities related to failed sale leaseback transactions. See Note 10, “Leases,” for additional information. (4)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 as a component of “Other, net” on the unaudited Condensed Consolidated Statements of Operations during the nine months ended September 30, 2023. The Company received $20,830 of the ERTC Claim during the nine months ended September 30, 2023, which was remitted to the lender per the terms of the Financing Agreement. A total of $1,964 of the ERTC Claim remains outstanding as of September 30, 2023, which receivable is included in “Other current assets” on the unaudited Condensed Consolidated Balance Sheet, and the balance outstanding under the Financing Agreement is included in “Current portion of debt, net” at September 30, 2023 and “Long-term debt, net” at December 31, 2022. (5)Liabilities related to finance leases. See Note 10, “Leases,” for additional information. Debt Maturities During the nine months ended September 30, 2023, we repaid $8,000 of sellers’ notes related to one previous acquisition and $2,358 of sellers’ notes related to the former owners of a previous non-controlling interest. At September 30, 2023, the following cash payments are required under our debt arrangements: (in thousands) Remainder of 2023 2024 2025 Total Sellers’ notes(1) $ 786  $ 8,100  $ 11,000  $ 19,886  Term note maturities —  —  275,000  275,000  (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, 2023 and 2022 consisted of the following: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2023 2022 2023 2022 Cash interest $ 6,515  $ 6,847  $ 19,479  $ 17,677  Accretion 1,802  1,053  7,082  2,288  Interest on financing liabilities(1) 578  521  1,720  1,553  Interest on finance leases 68  13  138  13  Loss on extinguishment of debt —  —  —  2,180  Total $ 8,963  $ 8,434  $ 28,419  $ 23,711  (1)Interest on financing liability related to failed sale leaseback transactions. See Note 10, “Leases,” for additional details.

v3.23.3

STOCKHOLDERS’ EQUITY	9 Months Ended
	Sep. 30, 2023
Equity [Abstract]
STOCKHOLDERS’ EQUITY	STOCKHOLDERS’ EQUITYThe 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. On June 23, 2023, the Company completed a non-brokered private placement offering of an aggregate of 9,859 shares of the Company’s Class A common stock to a single investor at a purchase price of $0.71 per share, for an aggregate of $7,000 in gross proceeds. Legal expenses incurred in connection with this financing were not material. These shares were issued pursuant to the exemption from registration provided by Rule 506(b) of Regulation D under the Securities Act of 1933, as amended, based on the nature of the transaction and various representations made by the investor. The following table summarizes the total shares of Class A common stock and Class B common stock outstanding as of September 30, 2023 and December 31, 2022: (in thousands) September 30, 2023 December 31, 2022 Shares of Class A common stock 205,870  187,999  Shares of Class B common stock 65  65  Total 205,935 188,064 Warrants The following table summarizes the warrants activity during the nine months ended September 30, 2023: Number of Warrants (in thousands) Weighted-Average Exercise Price Weighted-Average Remaining Exercise Period (years) Aggregate Intrinsic Value (in thousands)(1) Outstanding, December 31, 2022 5,740  $ 3.46  2.7 $ —  Expired (1,110) 4.00  Outstanding, September 30, 2023(2) 4,630  $ 3.34  2.5 $ —  (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, 2023 are equity-classified instruments, are subject to customary anti-dilution adjustments, and are stand-alone instruments. The fair value per warrant is calculated at issuance using a Black-Scholes model and ranged from $0.02 to $0.84. Significant assumptions used in the calculations included volatility ranging from 70.0% to 87.5% and risk-free rates ranging from 0.18% to 4.20%. No warrants were exercised during the nine months ended September 30, 2023.

v3.23.3

EQUITY-BASED COMPENSATION EXPENSE	9 Months Ended
	Sep. 30, 2023
Share-Based Payment Arrangement [Abstract]
EQUITY-BASED COMPENSATION EXPENSE	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. A total of 9,994 Awards had been granted under the plan as of September 30, 2023. The Awards generally vest over two or three years. The estimated fair value of the Awards at issuance is recognized as compensation expense over the related vesting period. The following table summarizes the restricted common shares activity during the nine months ended September 30, 2023: (in thousands) Restricted Common Shares Unvested, December 31, 2022 617  Vested (617) Unvested, September 30, 2023 —  There is no remaining unrecognized compensation cost associated with these awards as of September 30, 2023. 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, 2023, there were 3,108 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, 2023, 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, 2023: 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, 2022 2,042 $ 3.29  4.4 $ —  Granted 3,195 $ 0.85  Forfeited (331) $ 2.08  Expired (13) $ 4.10  Outstanding, September 30, 2023 4,893 $ 1.80  4.2 $ 272  Exercisable at September 30, 2023 707 $ 2.87  3.3 $ —  (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. No options were exercised during the nine months ended September 30, 2023. Total unrecognized stock-based compensation expense related to unvested options was $2,974 as of September 30, 2023, which is expected to be recognized over a weighted-average remaining period of 2.9 years. We determine the fair value of stock options on the grant date using a Black-Scholes option pricing model. The fair value of stock options granted during the nine months ended September 30, 2023 was calculated on the date of grant using the following weighted-average assumptions: Nine Months Ended September 30, 2023 Risk-free interest rate 3.8  % Expected term (years) 3.75 Dividend yield 0  % Expected volatility 70.0  % Using the Black-Scholes option pricing model, the weighted-average fair value of stock options granted during the nine months ended September 30, 2023 was $0.44 per share. Restricted Stock Units The following table summarizes the RSU activity during the nine months ended September 30, 2023: Number of Shares (in thousands) Weighted-Average Grant Date Fair Value per Share Unvested, December 31, 2022 6,462  $ 7.62  Granted 10,783  0.91  Vested(1) (3,172) 6.63  Forfeited (756) 3.67  Unvested, September 30, 2023 13,317  $ 2.65  (1)Includes 962 vested shares that were withheld to cover tax obligations and were subsequently cancelled. As of September 30, 2023, total unrecognized compensation cost related to the RSUs was $27,072, which is expected to be recognized over a weighted-average remaining period of 2.0 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, as set forth in the table below: Tranche Company Stock Price Target (per share)(1) Number of Eligible RSUs (in thousands) 1 $2.00 1,000 2 $3.00 1,000 3 $4.00 1,000 4 $5.00 1,000 (1)The market price of the Company’s Class A common stock must exceed the target price per share for 30 days during a 60 day period. In addition to the time-based vesting condition and market conditions, which must both be met and were not achieved as of September 30, 2023, continued service to the Company is required as of the date the conditions are satisfied. The grant date fair value of the August 2023 Grant was calculated using a Monte Carlo simulation, which inputs included a volatility rate of 107.7%, a risk-free rate of 4.0%, a market price of $0.65 per share on the grant date, and an expected term of 9 years. The total fair value of the August 2023 Grant was $2,177 and will be recognized as compensation expense over the requisite service period, which, for this award, is the longer of the explicit, implicit, and derived service period, and will be recognized regardless of whether the market conditions are satisfied, provided that the requisite service period has been completed. As of September 30, 2023, the total unrecognized compensation expense related to the August 2023 Grant was $2,124, which is expected to be recognized over a weighted-average period of 2.6 years. 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) 2023 2022 2023 2022 RSUs $ 4,656  $ 5,829  $ 13,133  $ 17,081  Stock Options 308  175  728  349  Restricted Common Shares —  28  115  232  Total equity-based compensation expense $ 4,964  $ 6,032  $ 13,976  $ 17,662  Of the total equity-based compensation expense, $1,830 and $2,279 was capitalized to inventory during the three months ended September 30, 2023 and 2022, respectively, and $5,689 and $7,517 was capitalized to inventory during the nine months ended September 30, 2023 and 2022, respectively. As of September 30, 2023 and December 31, 2022, $1,768 and $536, respectively, remains capitalized in inventory. During the three months ended September 30, 2023 and 2022, we recognized $3,134 and $3,753, respectively, within “General and administrative expenses” on the unaudited Condensed Consolidated Statements of Operations and we recognized $2,476 and $2,891, respectively, within “Cost of goods sold.” During the nine months ended September 30, 2023 and 2022, we recognized $8,287 and $10,145, respectively, within “General and administrative expenses” and we recognized $4,457 and $10,053, respectively, within “Cost of goods sold.” 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, 2023.

v3.23.3

INCOME TAXES	9 Months Ended
	Sep. 30, 2023
Income Tax Disclosure [Abstract]
INCOME TAXES	INCOME TAXES Three Months Ended September 30, Nine Months Ended September 30, ($ in thousands) 2023 2022 2023 2022 Loss before income taxes $ (4,514) $ (5,684) $ (7,391) $ (36,092) Income tax expense 6,726  11,178  21,480  29,757  Effective tax rate (149.0) % (196.7) % (290.6) % (82.4) % Gross profit $ 43,556  $ 36,636  $ 107,579  $ 93,051  Effective tax rate on gross profit 15.4  % 30.5  % 20.0  % 32.0  % Since the Company operates in the cannabis industry, it is subject to the limitations of IRC Section 280E, which prohibits businesses engaged in the trafficking of Schedule I or Schedule II controlled substances from deducting ordinary and necessary business expenses from gross profit. Cannabis businesses 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 can be highly variable and may not necessarily correlate with pre-tax income or loss. Effective during the second quarter of 2023, Illinois and New Jersey, two states in which the Company has significant operations, began permitting cannabis businesses to deduct ordinary and necessary business expenses from gross profit for state tax purposes. As such, the effective tax rate for the three and nine months ended September 30, 2023 reflects a benefit from this change and varies from the effective tax rate for the three and nine months ended September 30, 2022. 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.

v3.23.3

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 2023
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. 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, 2023 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, 2023 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. That motion remains pending. 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. Following the Company’s decision to no longer consummate the contemplated transactions, during the third quarter of 2022, the Company expensed a total of $1,704 of capitalized costs, primarily consisting of capital expenditures or deposits that were incurred for certain locations. Additionally, during the fourth quarter of 2022, the Company established an estimated reserve of $3,700 related to the remaining amounts that it is actively pursuing collecting. The Company determined that the estimated reserve remained adequate as of September 30, 2023 and is included within “Other current assets” on the unaudited Condensed Consolidated Balance Sheets at September 30, 2023 and December 31, 2022.

v3.23.3

RELATED PARTY TRANSACTIONS	9 Months Ended
	Sep. 30, 2023
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	RELATED PARTY TRANSACTIONSThere were no significant related party transactions during the nine months ended September 30, 2023, other than as disclosed in Note 6, “Notes Receivable.”

v3.23.3

SUPPLEMENTAL INFORMATION	9 Months Ended
	Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
SUPPLEMENTAL INFORMATION	SUPPLEMENTAL INFORMATION The following table presents supplemental information regarding our other current assets: (in thousands) September 30, 2023 December 31, 2022 Deposits and other receivables $ 7,970  $ 3,170  Prepaid expenses 5,622  4,765  Tenant improvement allowance 1,010  500  Construction deposits 697  863  Other 973  243  Total $ 16,272  $ 9,541  The following table presents supplemental information regarding our accounts payable and accrued liabilities: (in thousands) September 30, 2023 December 31, 2022 Accounts payable $ 33,017  $ 17,065  Fixed asset purchases 6,102  6,777  Accrued payroll and related expenses 5,496  7,549  Other 9,966  8,161  Acquisition-related liabilities —  15,943  Accrued interest —  1,100  Total $ 54,581  $ 56,595  The following table presents supplemental information regarding our general and administrative expenses: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2023 2022 2023 2022 Compensation $ 17,855  $ 16,276  $ 49,043  $ 46,592  Depreciation and amortization 7,495  3,272  21,927  9,061  Rent and utilities 5,859  5,137  15,059  16,648  Professional services 3,217  3,408  9,864  13,573  Insurance 1,165  1,554  3,908  4,323  Marketing 1,034  882  3,303  2,505  (Gain) loss on sale of assets —  (296) (226) 450  Other 3,384  3,926  8,884  7,807  Total $ 40,009  $ 34,159  $ 111,762  $ 100,959

v3.23.3

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	SUBSEQUENT EVENTSManagement 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.

v3.23.3

Insider Trading Arrangements	3 Months Ended
	Sep. 30, 2023
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

v3.23.3

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2023
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, 2022 (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, 2023.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. 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 CashAs of September 30, 2023 and December 31, 2022, 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, 2023 and 2022, 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 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, 2023 and 2022, 26,840 and 15,069 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 disclosed on the cover page of this Quarterly Report on Form 10-Q. 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 Adopted Accounting Standards and Recently Issued Accounting Pronouncements	Recently Adopted Accounting Standards The following standards have been recently adopted by the Company. Recently effective standards 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. Financial Instruments On January 1, 2023, the Company adopted Accounting Standards Update (“ASU”) 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, (“ASU 2016-13”) and the related subsequent amendments, transitional guidance, and other interpretive guidance within ASU 2019-05, ASU 2019-11, ASU 2020-03, and ASU 2022-02 (collectively, including ASU 2016-13, “ASC 326”). ASC 326 replaces the guidance surrounding measurement and recognition of credit losses on financial assets measured at amortized cost, including trade receivables and investments in certain debt securities, by requiring recognition of an allowance for credit losses expected to be incurred over an asset’s life based on relevant information about past events, current conditions, and supportable forecasts impacting its ultimate collectability. This current expected credit losses (“CECL”) model results in earlier recognition of credit losses than the previous “as incurred” model, under which losses are recognized only upon the occurrence of an event that gives rise to the incurrence of a probable loss. ASU 2019-05, Financial Instruments – Credit Losses (Topic 326): Targeted Transition Relief, was issued in May 2019 to provide target transition relief allowing entities to make an irrevocable one-time election upon adoption of the new credit losses standard to measure financial assets previously measured at amortized cost (except held-to-maturity securities) using the fair value option. Following the adoption of this guidance, the Company’s estimation of allowance for doubtful accounts related to trade receivables considers factors such as historical credit loss experience, age of receivable balances, current market conditions, and an assessment of receivables due from specific identifiable counterparties to determine whether these receivables are considered at risk or uncollectible. Additionally, the Company’s estimation of allowances on notes receivable, as applicable, incorporates historical loss information, the financial condition of loan recipients, and various other economic conditions. The adoption of this guidance did not have a significant impact on our consolidated financial statements. 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 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.

v3.23.3

REPORTABLE SEGMENTS AND REVENUE (Tables)	9 Months Ended
	Sep. 30, 2023
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) 2023 2022 2023 2022 Retail revenue $ 101,263  $ 82,793  $ 273,862  $ 221,639  Wholesale revenue 68,671  51,466  188,263  131,513  169,934  134,259  462,125  353,152  Elimination of inter-company revenue (28,666) (23,021) (83,693) (59,325) Total revenue, net $ 141,268  $ 111,238  $ 378,432  $ 293,827

v3.23.3

ACQUISITIONS (Tables)	9 Months Ended
	Sep. 30, 2023
Business Combination and Asset Acquisition [Abstract]
Schedule of Recognized Identified Assets Acquired	Preliminary Purchase Price Allocation (in thousands) Devi Maryland Assets acquired (liabilities assumed): Cash $ 143  Inventory 447  Prepaids and other current assets 114  Property and equipment(1) 4,593  Licenses(2) 9,790  Goodwill(3) 2,921  Accounts payable and accrued liabilities(4) (1,238) Net assets acquired $ 16,770  Consideration transferred: Cash $ 12,000  Fair value of shares issued(5) 4,770  Total consideration $ 16,770  (1)Consists of: furniture, fixtures, and equipment of $953; land of $364; and buildings of $3,276. (2)The amortization period of the acquired licenses is 10 years. During the three months ended September 30, 2023, we refined certain estimates related to the fair value of the acquired licenses and recorded a measurement period purchase accounting adjustment that increased the value by $740, with a related impact to goodwill. (3)Goodwill is largely attributable to the value we expect to obtain from long-term business growth and buyer-specific synergies. The Company is evaluating whether the goodwill is deductible for tax purposes under the limitations imposed under Internal Revenue Code (“IRC”) Section 280E. See Note 14, “Income Taxes,” for additional information. (4)During the three months ended September 30, 2023, we refined certain estimates related to the accounts payable assumed in the acquisition and recorded a measurement period purchase accounting adjustment that reduced the estimate by $257, with a related impact to goodwill. (5)The seller received 5,185 shares of Class A common stock with a fair value of $4,770.

v3.23.3

INVENTORY (Tables)	9 Months Ended
	Sep. 30, 2023
Inventory Disclosure [Abstract]
Schedule of Inventory, Current	The components of inventory are as follows: (in thousands) September 30, 2023 December 31, 2022 Materials and supplies $ 15,928  $ 16,115  Work in process 35,431  49,586  Finished goods 37,733  31,831  Total $ 89,092  $ 97,532

v3.23.3

NOTES RECEIVABLE (Tables)	9 Months Ended
	Sep. 30, 2023
Receivables [Abstract]
Schedule of Notes Receivable	(in thousands) September 30, 2023 December 31, 2022 Maryland Loan Receivable(1) $ 10,690  $ —  Massachusetts Note(2) 3,549  1,001  MMNY - working capital loan(3) 2,422  2,422  Total $ 16,661  $ 3,423  (1)In June 2023, the Company purchased $12,027 of the outstanding principal, at par, of a loan agreement (the “Maryland Loan Receivable”), plus the associated interest receivable. The agreement underlying the Maryland Loan Receivable (the “Maryland Loan Agreement”) is with a cannabis license holder in Maryland that matures on August 1, 2026. The Maryland Loan Agreement initially provided for a base interest rate of 12.0% plus LIBOR (LIBOR floor of 1.0%) and a paid-in-kind (“PIK”) 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. As of September 30, 2023, the all-in interest rate was 26.9%, which included a default penalty of 5.0%. The Maryland Loan Agreement requires monthly repayments equal to 10.0% of the outstanding balance (including PIK interest) and may be prepaid, subject to a customary make-whole payment or prepayment penalty, as applicable. Mandatory prepayments are required from the proceeds of certain events. The Maryland Loan Agreement contains customary events of default including: non-payment of principal, interest, or other amounts due; violations of covenants; bankruptcy; change of control; cross defaults to other debt; and material judgments. The Maryland Loan Agreement is guaranteed by certain owners of the borrowing entity and is secured by substantially all of the assets of the borrowing entity, excluding certain cannabis-related assets where prohibited. The Maryland Loan Agreement contains financial covenants including: a minimum adjusted EBITDA; a minimum free cash flow; a maximum total leverage ratio; a minimum fixed charge coverage ratio, and a minimum cash balance, each as provided for in the Maryland Loan Agreement. The Maryland Loan Agreement also contains non-financial covenants including restrictions on: indebtedness; liens; fundamental changes; disposal of assets; issuance of stock; sale and leaseback transactions; capital expenditures; and certain other matters. 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 are 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 2022 that declared all amounts due and payable. Such events of default and covenant violations were not remedied as of September 30, 2023. During the three and nine months ended September 30, 2023, the Company recognized a total of $917 and $1,882, respectively, of interest income, including certain default fees and premiums and PIK interest, which total remained outstanding as of September 30, 2023 and is recorded within “Other, net” on the accompanying unaudited Condensed Consolidated Statements of Operations. Additionally, during the nine months ended September 30, 2023, the Company established a reserve of $1,804 for potential collectability that is included within “General and administrative expenses” on the accompanying unaudited Condensed Consolidated Statements of Operations and within “Other” on the unaudited Condensed Consolidated Statements of Cash Flows. (2)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 (the “Massachusetts Note”). The Massachusetts Note accrues interest at a fixed annual rate of 11.5%, which is reflected in the total balance outstanding in the table above. Following the opening of the borrower’s retail dispensary, which had not occurred as of September 30, 2023, the principal amount is due monthly through the maturity date of May 25, 2026. 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. (3)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. The Company is pursuing collection of the amounts due under this working capital advance agreement through its legal proceedings against MMNY. Refer to Note 15, “Commitments and Contingencies,” for additional information.

v3.23.3

PROPERTY AND EQUIPMENT (Tables)	9 Months Ended
	Sep. 30, 2023
Property, Plant and Equipment [Abstract]
Schedule of Property and Equipment	Property and equipment consists of the following: (in thousands) September 30, 2023 December 31, 2022 Leasehold improvements $ 180,062  $ 174,099  Furniture, fixtures, and equipment 69,691  63,974  Buildings 63,186  71,951  Construction in progress 22,410  9,633  Land 5,242  6,505  Property and equipment, gross 340,591  326,162  Less: accumulated depreciation 70,943  46,302  Property and equipment, net $ 269,648  $ 279,860

v3.23.3

VARIABLE INTEREST ENTITIES (Tables)	9 Months Ended
	Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Schedule of Variable Interest Entities	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, 2023 and December 31, 2022 and in the unaudited Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2023 and 2022, as applicable. These 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. Ohio Patient Access (in thousands) September 30, 2023 December 31, 2022 Current assets $ 30  $ —  Other noncurrent assets 42,124  24,675  Current liabilities 18,247  1,675  Noncurrent liabilities 9,516  —  Deficit (2,457) (588) Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (in thousands) Ohio Patient Access Ascend Illinois(1) Ohio Patient Access Ascend Illinois(1) Revenue, net $ —  $ 68,346  $ —  $ 197,152  Net (loss) income (672) 8,834  (1,869) 22,034  (1)In December 2022, following regulatory approvals for the title transfer of certain licenses, Ascend Illinois (including its subsidiaries) is wholly-owned by Ascend Wellness Holdings, Inc. and therefore is no longer considered a VIE as of December 31, 2022.

v3.23.3

INTANGIBLE ASSETS AND GOODWILL (Tables)	9 Months Ended
	Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Finite-Lived Intangible Assets	(in thousands) September 30, 2023 December 31, 2022 Intangible Assets Licenses and permits $ 251,097  $ 226,919  In-place leases 19,963  19,963  Trade names 380  380  271,440  247,262  Accumulated amortization: Licenses and permits (29,090) (13,035) In-place leases (14,402) (12,754) Trade names (380) (380) (43,872) (26,169) Total intangible assets, net $ 227,568  $ 221,093
Schedule of Goodwill	Goodwill (in thousands) Balance, December 31, 2022 $ 44,370  Acquisitions(1) 2,921  Balance, September 30, 2023 $ 47,291  (1)Refer to Note 4, “Acquisitions,” for additional information.

v3.23.3

LEASES (Tables)	9 Months Ended
	Sep. 30, 2023
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, 2023 December 31, 2022 Lease assets Operating leases Operating lease right-of-use assets $ 132,387  $ 108,810  Finance leases Property and equipment, net 1,912  997  Total lease assets $ 134,299  $ 109,807  Lease liabilities Current liabilities Operating leases Operating lease liabilities, current $ 3,476  $ 2,633  Finance leases Current portion of debt, net 479  207  Noncurrent liabilities Operating leases Operating lease liabilities, noncurrent 262,988  229,816  Finance leases Long-term debt, net 1,326  695  Total lease liabilities $ 268,269  $ 233,351
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) 2023 2022 2023 2022 Operating lease costs Capitalized to inventory $ 9,262  $ 7,649  $ 25,960  $ 21,485  General and administrative expenses 651  686  1,914  1,945  Total operating lease costs $ 9,913  $ 8,335  $ 27,874  $ 23,430  Finance lease costs Amortization of leased assets(1) $ 138  $ 26  $ 320  $ 26  Interest on lease liabilities 68  13  138  13  Total finance lease costs $ 206  $ 39  $ 458  $ 39  (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) 2023 2022 2023 2022 Total short-term and variable lease costs $ 1,176  $ 1,404  $ 3,353  $ 3,873
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) 2023 2022 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 27,581  $ 22,987  Operating cash flows from finance leases 138  13  Financing cash flows from finance leases 256  23  ROU assets obtained in exchange for new lease obligations Operating leases $ 34,583  $ 35,774  Finance leases 1,159  883
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, 2023 December 31, 2022 Weighted-average remaining term (years) Operating leases 14.5 15.1 Finance leases 3.3 3.7 Weighted-average discount rate Operating leases 15.1  % 14.8  % Finance leases 13.7  % 13.6  %
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, 2023 are as follows: (in thousands) Operating Lease Liabilities Finance Lease Liabilities Remainder of 2023 $ 9,791  $ 173  2024 40,461  693  2025 41,649  693  2026 42,444  572  2027 43,581  103  Thereafter 521,976  —  Total lease payments 699,902  2,234  Less: imputed interest 433,438  429  Present value of lease liabilities $ 266,464  $ 1,805
Schedule of Finance 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, 2023 are as follows: (in thousands) Operating Lease Liabilities Finance Lease Liabilities Remainder of 2023 $ 9,791  $ 173  2024 40,461  693  2025 41,649  693  2026 42,444  572  2027 43,581  103  Thereafter 521,976  —  Total lease payments 699,902  2,234  Less: imputed interest 433,438  429  Present value of lease liabilities $ 266,464  $ 1,805
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 2023 2024 2025 2026 2027 Thereafter Total Cash payments due under financing liabilities $ 587  $ 2,416  $ 2,525  $ 2,599  $ 2,676  $ 9,477  $ 20,280

v3.23.3

DEBT (Tables)	9 Months Ended
	Sep. 30, 2023
Debt Disclosure [Abstract]
Schedule of Debt Instruments	(in thousands) September 30, 2023 December 31, 2022 2021 Credit Facility(1) $ 275,000  $ 275,000  Sellers’ Notes(2) 18,258  27,606  Finance liabilities(3) 18,100  18,100  Financing Agreement(4) 1,668  19,364  Finance leases(5) 1,805  902  Total debt $ 314,831  $ 340,972  Current portion of debt 5,433  11,347  Less: unamortized deferred financing costs —  18  Current portion of debt, net $ 5,433  $ 11,329  Long-term debt 309,398  329,625  Less: unamortized deferred financing costs 7,409  10,328  Long-term debt, net $ 301,989  $ 319,297  (1)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 the expansion feature (the “2022 Loans”) for total borrowings of $275,000 under the 2021 Credit Facility. 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 2022 Loans were funded by a combination of new and existing lenders. Borrowings from the existing lenders were accounted for as a modification of existing debt, with the exception of one lender that was considered an extinguishment. We recognized a loss on extinguishment of $2,180 as a component of interest expense during the second quarter of 2022, which was comprised of the write-off of $337 related to the lender’s initial term loan and $1,843 related to the lender’s new loan, which included the estimated fair value of the warrants issued to the lender. 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. 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 is in compliance with these covenants as of September 30, 2023. 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. (2)Sellers’ Notes consist of amounts owed for acquisitions or other purchases. During the nine months ended September 30, 2023, we repaid $8,000 to the former owners of one entity that we previously acquired, which is included in “Current portion of debt, net” on the unaudited Condensed Consolidated Balance Sheet at December 31, 2022. Additionally, as further described in Note 4, “Acquisitions,” Sellers’ Notes includes a total of $8,100 related to the acquisition of two additional licenses in Illinois, of which $2,500 is included within “Current portion of debt, net” at September 30, 2023 and within “Long-term debt, net” at December 31, 2022, with the remainder included within “Long-term debt, net” at each period end. Sellers’ Notes also includes $9,372 and $8,366, respectively, related to the OPA Sellers’ Note included in “Long-term debt, net” at September 30, 2023 and December 31, 2022. 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 and is being accreted to interest expense over the expected term. Additionally, as of September 30, 2023 and December 31, 2022, $786 and $3,140, respectively, remains due under the purchase of a previous non-controlling interest and is included in “Current portion of debt, net” on the unaudited Condensed Consolidated Balance Sheet at each date. (3)Finance liabilities related to failed sale leaseback transactions. See Note 10, “Leases,” for additional information. (4)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 as a component of “Other, net” on the unaudited Condensed Consolidated Statements of Operations during the nine months ended September 30, 2023. The Company received $20,830 of the ERTC Claim during the nine months ended September 30, 2023, which was remitted to the lender per the terms of the Financing Agreement. A total of $1,964 of the ERTC Claim remains outstanding as of September 30, 2023, which receivable is included in “Other current assets” on the unaudited Condensed Consolidated Balance Sheet, and the balance outstanding under the Financing Agreement is included in “Current portion of debt, net” at September 30, 2023 and “Long-term debt, net” at December 31, 2022. (5)Liabilities related to finance leases. See Note 10, “Leases,” for additional information.
Schedule of Maturities of Debt	At September 30, 2023, the following cash payments are required under our debt arrangements: (in thousands) Remainder of 2023 2024 2025 Total Sellers’ notes(1) $ 786  $ 8,100  $ 11,000  $ 19,886  Term note maturities —  —  275,000  275,000  (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, 2023 and 2022 consisted of the following: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2023 2022 2023 2022 Cash interest $ 6,515  $ 6,847  $ 19,479  $ 17,677  Accretion 1,802  1,053  7,082  2,288  Interest on financing liabilities(1) 578  521  1,720  1,553  Interest on finance leases 68  13  138  13  Loss on extinguishment of debt —  —  —  2,180  Total $ 8,963  $ 8,434  $ 28,419  $ 23,711  (1)Interest on financing liability related to failed sale leaseback transactions. See Note 10, “Leases,” for additional details.

v3.23.3

STOCKHOLDERS’ EQUITY (Tables)	9 Months Ended
	Sep. 30, 2023
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, 2023 and December 31, 2022: (in thousands) September 30, 2023 December 31, 2022 Shares of Class A common stock 205,870  187,999  Shares of Class B common stock 65  65  Total 205,935 188,064
Schedule of Warrants	The following table summarizes the warrants activity during the nine months ended September 30, 2023: Number of Warrants (in thousands) Weighted-Average Exercise Price Weighted-Average Remaining Exercise Period (years) Aggregate Intrinsic Value (in thousands)(1) Outstanding, December 31, 2022 5,740  $ 3.46  2.7 $ —  Expired (1,110) 4.00  Outstanding, September 30, 2023(2) 4,630  $ 3.34  2.5 $ —  (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, 2023 are equity-classified instruments, are subject to customary anti-dilution adjustments, and are stand-alone instruments. The fair value per warrant is calculated at issuance using a Black-Scholes model and ranged from $0.02 to $0.84. Significant assumptions used in the calculations included volatility ranging from 70.0% to 87.5% and risk-free rates ranging from 0.18% to 4.20%. No warrants were exercised during the nine months ended September 30, 2023.

v3.23.3

EQUITY-BASED COMPENSATION EXPENSE (Tables)	9 Months Ended
	Sep. 30, 2023
Share-Based Payment Arrangement [Abstract]
Schedule of Unvested Restricted Stock Units Roll Forward	The following table summarizes the restricted common shares activity during the nine months ended September 30, 2023: (in thousands) Restricted Common Shares Unvested, December 31, 2022 617  Vested (617) Unvested, September 30, 2023 —  The following table summarizes the RSU activity during the nine months ended September 30, 2023: Number of Shares (in thousands) Weighted-Average Grant Date Fair Value per Share Unvested, December 31, 2022 6,462  $ 7.62  Granted 10,783  0.91  Vested(1) (3,172) 6.63  Forfeited (756) 3.67  Unvested, September 30, 2023 13,317  $ 2.65  (1)Includes 962 vested shares that were withheld to cover tax obligations and were subsequently cancelled.
Schedule of Stock Options Roll Forward	The following table summarizes stock option activity during the nine months ended September 30, 2023: 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, 2022 2,042 $ 3.29  4.4 $ —  Granted 3,195 $ 0.85  Forfeited (331) $ 2.08  Expired (13) $ 4.10  Outstanding, September 30, 2023 4,893 $ 1.80  4.2 $ 272  Exercisable at September 30, 2023 707 $ 2.87  3.3 $ —  (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 Stock Option Granted Using Weighted-Average	We determine the fair value of stock options on the grant date using a Black-Scholes option pricing model. The fair value of stock options granted during the nine months ended September 30, 2023 was calculated on the date of grant using the following weighted-average assumptions: Nine Months Ended September 30, 2023 Risk-free interest rate 3.8  % Expected term (years) 3.75 Dividend yield 0  % Expected volatility 70.0  %
Schedule Of Employment And Achievement Target Stock Price	Tranche Company Stock Price Target (per share)(1) Number of Eligible RSUs (in thousands) 1 $2.00 1,000 2 $3.00 1,000 3 $4.00 1,000 4 $5.00 1,000 (1)The market price of the Company’s Class A common stock must exceed the target price per share for 30 days during a 60 day period.
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) 2023 2022 2023 2022 RSUs $ 4,656  $ 5,829  $ 13,133  $ 17,081  Stock Options 308  175  728  349  Restricted Common Shares —  28  115  232  Total equity-based compensation expense $ 4,964  $ 6,032  $ 13,976  $ 17,662

v3.23.3

INCOME TAXES (Tables)	9 Months Ended
	Sep. 30, 2023
Income Tax Disclosure [Abstract]
Schedule of Effective Income Tax Rate Reconciliation	Three Months Ended September 30, Nine Months Ended September 30, ($ in thousands) 2023 2022 2023 2022 Loss before income taxes $ (4,514) $ (5,684) $ (7,391) $ (36,092) Income tax expense 6,726  11,178  21,480  29,757  Effective tax rate (149.0) % (196.7) % (290.6) % (82.4) % Gross profit $ 43,556  $ 36,636  $ 107,579  $ 93,051  Effective tax rate on gross profit 15.4  % 30.5  % 20.0  % 32.0  %

v3.23.3

SUPPLEMENTAL INFORMATION (Tables)	9 Months Ended
	Sep. 30, 2023
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, 2023 December 31, 2022 Deposits and other receivables $ 7,970  $ 3,170  Prepaid expenses 5,622  4,765  Tenant improvement allowance 1,010  500  Construction deposits 697  863  Other 973  243  Total $ 16,272  $ 9,541
Schedule of Accounts Payable and Accrued Liabilities	The following table presents supplemental information regarding our accounts payable and accrued liabilities: (in thousands) September 30, 2023 December 31, 2022 Accounts payable $ 33,017  $ 17,065  Fixed asset purchases 6,102  6,777  Accrued payroll and related expenses 5,496  7,549  Other 9,966  8,161  Acquisition-related liabilities —  15,943  Accrued interest —  1,100  Total $ 54,581  $ 56,595
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) 2023 2022 2023 2022 Compensation $ 17,855  $ 16,276  $ 49,043  $ 46,592  Depreciation and amortization 7,495  3,272  21,927  9,061  Rent and utilities 5,859  5,137  15,059  16,648  Professional services 3,217  3,408  9,864  13,573  Insurance 1,165  1,554  3,908  4,323  Marketing 1,034  882  3,303  2,505  (Gain) loss on sale of assets —  (296) (226) 450  Other 3,384  3,926  8,884  7,807  Total $ 40,009  $ 34,159  $ 111,762  $ 100,959

v3.23.3

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details) - shares shares in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Anti-dilutive units excluded from the calculation of earnings per share (in shares)	26,840	15,069

v3.23.3

REPORTABLE SEGMENTS AND REVENUE (Details) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($) segment	Sep. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)
Segment Reporting [Abstract]
Number of operating segments | segment			1
Number of reportable segments | segment			1
Segment Reporting, Revenue Reconciling Item [Line Items]
Total revenue, net	$ 141,268	$ 111,238	$ 378,432	$ 293,827
Customer loyalty program liability	1,019		1,019		$ 672
Allowance for doubtful accounts	1,491		1,491		$ 493
Operating Segments
Segment Reporting, Revenue Reconciling Item [Line Items]
Total revenue, net	169,934	134,259	462,125	353,152
Operating Segments | Retail revenue
Segment Reporting, Revenue Reconciling Item [Line Items]
Total revenue, net	101,263	82,793	273,862	221,639
Operating Segments | Wholesale revenue
Segment Reporting, Revenue Reconciling Item [Line Items]
Total revenue, net	68,671	51,466	188,263	131,513
Intersegment Eliminations
Segment Reporting, Revenue Reconciling Item [Line Items]
Total revenue, net	$ (28,666)	$ (23,021)	$ (83,693)	$ (59,325)

v3.23.3

ACQUISITIONS - Narrative (Details) shares in Thousands					1 Months Ended			3 Months Ended		5 Months Ended	9 Months Ended		12 Months Ended	14 Months Ended
	Apr. 27, 2023 USD ($) dispensary shares	Aug. 12, 2022 USD ($) dispensary	Aug. 11, 2022 USD ($) license	Apr. 19, 2022 USD ($) dispensary shares	Aug. 31, 2023 USD ($)	Aug. 31, 2022 license	Apr. 30, 2022 USD ($)	Sep. 30, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2022 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)	Sep. 30, 2023 USD ($)	Jun. 30, 2023 USD ($)
Business Acquisition [Line Items]
Purchase of intangible assets											$ 15,943,000	$ 43,781,000
Story
Business Acquisition [Line Items]
Purchase price				$ 53,127,000
Acquisition, consideration, number of shares issued (in shares) | shares				12,900
Acquisition, consideration, number of shares issued, value				$ 42,957,000
Cash consideration				$ 10,170,000
Acquisition, number of locations to be opened | dispensary				6
Clinical funding commitment, initial commitment				$ 30,000,000
Clinical funding commitment, initial commitment term				2 years
Clinical funding commitment, additional commitment				$ 10,000,000				$ 10,000,000	$ 10,000,000	$ 10,000,000	10,000,000		$ 10,000,000	$ 10,000,000
Clinical funding commitment, additional commitment term				10 years
Purchase price				$ 137,594,000
Asset acquisition, deferred tax liability									37,391,000
Clinical funding commitment, amount funded					$ 15,000,000		$ 15,000,000
Clinical funding commitment, additional commitment payable									$ 15,000,000	15,000,000			15,000,000
Assets acquired and liabilities assumed, current liabilities, other paid 1											943,000
Ohio Patient Access LLC (“OPA”)
Business Acquisition [Line Items]
Cash consideration		$ 11,300,000
Purchase price		$ 24,132,000
Number of dispensary granted with right to operate | dispensary		3
Working capital requirements		$ 10,000,000
Purchase of intangible assets		22,300,000
Earn-out provisions		7,300,000
Fair value of cash consideration		19,290,000
Assets acquired long-term debt		11,000,000
Asset acquisition, net of discount		3,010,000									3,010,000
Intangible assets acquired		21,684,000
Properties acquired fair value		$ 2,448,000
Deferred tax liability recorded								9,516,000			9,516,000			9,516,000
Asset acquisition contingent consideration, increase (decrease) in fair value								606,000			1,594,000
Transaction expenses													$ 224,000
Ohio Patient Access LLC (“OPA”) | Scenario Plan
Business Acquisition [Line Items]
Business acquisition, percentage of voting interests acquired		100.00%
Illinois Licenses
Business Acquisition [Line Items]
Purchase of intangible assets			$ 5,500,000
Assets acquired long-term debt			$ 2,500,000
Deferred tax liability recorded								2,458,000			2,458,000			2,458,000	$ 2,414,000
Number of licenses acquired | license			1			2
Purchase of intangible assets		$ 5,600,000	$ 3,000,000
Estimated fair value | Ohio Patient Access LLC (“OPA”)
Business Acquisition [Line Items]
Earn-out provisions		$ 4,842,000								$ 5,076,000				$ 6,670,000
Devi Maryland
Business Acquisition [Line Items]
Business acquisition, percentage of voting interests acquired	100.00%
Business acquisition, number of dispensaries acquired | dispensary	4
Cash	$ 12,000,000
Shares issued in business combination (in shares) | shares	5,185
Business acquisition common stock with an estimated fair value	$ 4,770,000
Acquisition-related costs											0
Net revenue								9,541,000			11,270,000
Net loss								(688,000)			(15,000)
Marichron Pharma LLC
Business Acquisition [Line Items]
Net revenue								0			556,000
Net loss								$ 175,000			$ 919,000

v3.23.3

ACQUISITIONS - Schedule of Revenue and Income from Acquired Businesses (Details) - USD ($) shares in Thousands, $ in Thousands		3 Months Ended
	Apr. 27, 2023	Sep. 30, 2023	Dec. 31, 2022
Assets acquired (liabilities assumed):
Goodwill		$ 47,291	$ 44,370
Devi Maryland
Assets acquired (liabilities assumed):
Cash	$ 143
Inventory	447
Prepaids and other current assets	114
Property and equipment	4,593
Finite-lived intangibles	9,790
Goodwill	2,921
Accounts payable and accrued liabilities	(1,238)
Net assets acquired	16,770
Consideration transferred:
Cash	12,000
Fair value of shares issued	4,770
Total consideration	$ 16,770
Measurement period adjustment to acquired accounts payable and accrued liabilities		257
Shares issued in business combination (in shares)	5,185
Devi Maryland | License
Consideration transferred:
Acquired assets, amortization period	10 years
Measurement period adjustment to fair value of acquired intangibles		$ 740
Devi Maryland | Furniture, fixtures, and equipment
Assets acquired (liabilities assumed):
Property and equipment	$ 953
Devi Maryland | Land
Assets acquired (liabilities assumed):
Property and equipment	364
Devi Maryland | Buildings
Assets acquired (liabilities assumed):
Property and equipment	$ 3,276

v3.23.3

INVENTORY (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Inventory Disclosure [Abstract]
Materials and supplies	$ 15,928		$ 15,928		$ 16,115
Work in process	35,431		35,431		49,586
Finished goods	37,733		37,733		31,831
Total	89,092		89,092		97,532
Compensation costs capitalized during the period	18,552	$ 14,406	52,847	$ 39,961
Capitalized compensation costs included in inventory	12,420		12,420		$ 15,920
Inventory write-down	$ 2,938	$ 4,049	$ 13,052	$ 6,365

v3.23.3

NOTES RECEIVABLE - Schedule of Notes Receivable (Details) - USD ($) $ in Thousands		1 Months Ended		3 Months Ended	9 Months Ended
	Feb. 25, 2021	Jun. 30, 2023	May 30, 2022	Sep. 30, 2023	Sep. 30, 2023	Dec. 31, 2022
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans, notes and working capital receivables				$ 16,661	$ 16,661	$ 3,423
MedMen NY, Inc.
Accounts, Notes, Loans and Financing Receivable [Line Items]
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
Massachusetts Note
Accounts, Notes, Loans and Financing Receivable [Line Items]
Notes receivable interest rate			11.50%
Maryland Loan Receivable
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans, notes and working capital receivables				$ 10,690	$ 10,690	0
Purchase outstanding principal		$ 12,027
Interest rate, paid in kind (percent)		4.50%
Interest rate (percent)				26.90%	26.90%
Penalty interest rate (percent)				5.00%	5.00%
Interest rate, outstanding balance (percent)		10.00%
Amortized cost basis		$ 12,622
Transaction related expenses		$ 595
Interest income				$ 917	$ 1,882
Reserve for potential uncollectability					1,804
Maryland Loan Receivable | LIBOR
Accounts, Notes, Loans and Financing Receivable [Line Items]
Base interest rate (percent)		12.00%
Variable rate, floor (percent)		1.00%
Massachusetts Note
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans, notes and working capital receivables				3,549	3,549	1,001
MMNY - working capital loan | MedMen NY, Inc.
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans, notes and working capital receivables				2,422	2,422	2,422
Promissory Notes Receivable
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans, notes and working capital receivables				$ 4,059	$ 4,059	$ 4,181
Promissory Notes Receivable | Massachusetts Note
Accounts, Notes, Loans and Financing Receivable [Line Items]
Working capital loan			$ 3,500

v3.23.3

NOTES RECEIVABLE - Narrative (Details) - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Accounts, Notes, Loans and Financing Receivable [Line Items]
Impairment of notes receivable	$ 0	$ 0
Loans, notes and working capital receivables	16,661,000		$ 3,423,000
Promissory Notes Receivable
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans, notes and working capital receivables	4,059,000		4,181,000
Promissory note receivable, current	168,000		163,000
Promissory note receivable, noncurrent	$ 3,891,000		$ 4,018,000

v3.23.3

PROPERTY AND EQUIPMENT (Details) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($) property	Sep. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 340,591		$ 340,591		$ 326,162
Less: accumulated depreciation	70,943		70,943		46,302
Property and equipment, net	269,648		269,648		279,860
Depreciation	8,531	$ 6,405	24,958	$ 18,079
Depreciation capitalized during the period	6,227	$ 4,657	18,628	$ 13,629
Inventory, depreciation costs	5,163		5,163		6,548
Equipment rented under finance leases	2,321		2,321		1,086
Amortization of leased asset	409		409		89
Reimbursement of equipment purchase	15,000		15,000
Net loss on sale of property			$ 323
Number of properties sold | property			1
Accumulated depreciation written off			$ 317
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	180,062		180,062		174,099
Furniture, fixtures, and equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	69,691		69,691		63,974
Buildings
Property, Plant and Equipment [Line Items]
Property and equipment, gross	63,186		63,186		71,951
Construction in progress
Property, Plant and Equipment [Line Items]
Property and equipment, gross	22,410		22,410		9,633
Construction in progress projects written off	1,259		1,259
Land
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 5,242		$ 5,242		$ 6,505

v3.23.3

VARIABLE INTEREST ENTITIES (Details) - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Variable Interest Entity [Line Items]
Current assets	$ 211,325						$ 211,325		$ 198,743
Other noncurrent assets	19,768						19,768		19,284
Current liabilities	129,755						129,755		110,949
Deficit	159,465						159,465		163,415
Revenue, net	141,268			$ 111,238			378,432	$ 293,827
Net (loss) income	(11,240)	$ 841	$ (18,472)	(16,862)	$ (21,172)	$ (27,815)	(28,871)	(65,849)
Variable Interest Entity, Primary Beneficiary | Ohio Patient Access
Variable Interest Entity [Line Items]
Current assets	30						30
Other noncurrent assets	42,124						42,124		24,675
Current liabilities	18,247						18,247		1,675
Noncurrent liabilities	9,516						9,516
Deficit	(2,457)						(2,457)		(588)
Revenue, net	0						0
Net (loss) income	$ (672)						$ (1,869)
Variable Interest Entity, Primary Beneficiary | Ascend Illinois
Variable Interest Entity [Line Items]
Current assets									0
Noncurrent liabilities									$ 0
Revenue, net				68,346				197,152
Net (loss) income				$ 8,834				$ 22,034

v3.23.3

INTANGIBLE ASSETS AND GOODWILL - Intangible Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Acquired Finite-Lived Intangible Assets [Line Items]
Intangible Assets	$ 271,440	$ 247,262
Accumulated amortization	(43,872)	(26,169)
Total intangible assets, net	227,568	221,093
Licenses and permits
Acquired Finite-Lived Intangible Assets [Line Items]
Intangible Assets	251,097	226,919
Accumulated amortization	(29,090)	(13,035)
In-place leases
Acquired Finite-Lived Intangible Assets [Line Items]
Intangible Assets	19,963	19,963
Accumulated amortization	(14,402)	(12,754)
Trade names
Acquired Finite-Lived Intangible Assets [Line Items]
Intangible Assets	380	380
Accumulated amortization	$ (380)	$ (380)

v3.23.3

INTANGIBLE ASSETS AND GOODWILL - Narrative (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense	$ 5,876,000	$ 1,931,000	$ 17,703,000	$ 5,832,000
Amortization expense capitalized to inventory during the period	685,000	$ 407,000	2,106,000	1,221,000
Inventory, capitalized amortization	$ 955,000		955,000		$ 1,101,000
Intangible asset impairment			$ 0	$ 0

v3.23.3

INTANGIBLE ASSETS AND GOODWILL - Goodwill (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2023 USD ($)
Goodwill [Roll Forward]
Goodwill, beginning balance	$ 44,370
Acquisitions	2,921
Goodwill, ending balance	$ 47,291

v3.23.3

LEASES - Narrative (Details) $ in Thousands	1 Months Ended		9 Months Ended
	May 31, 2023 USD ($) asset	Feb. 28, 2023 USD ($)	Sep. 30, 2023 USD ($) asset	Sep. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)
Lessee, Lease, Description [Line Items]
Capitalized lease costs			$ 5,964		$ 6,660
Increase in lease liability			(569)	$ (521)
Net gain on lease modifications			549
Present value of lease liabilities			266,464
Operating lease right-of-use assets			132,387		$ 108,810
Franklin, New Jersey
Lessee, Lease, Description [Line Items]
Increase in tenant improvement allowance		$ 15,000
Reduction in the total additional ROU asset		2,254	366
Increase in operating lease liability		$ 12,746
Pennsylvania
Lessee, Lease, Description [Line Items]
Lease payment under the capital expenditure			$ 1,990
Number of leased assets | asset	1		2
Increase in lease liability			$ 1,075
Proceeds from sale of capital asset	$ 15,000
Present value of lease liabilities	12,758
Operating lease right-of-use assets	19,496
Off-market lease adjustment	$ 6,738
Minimum
Lessee, Lease, Description [Line Items]
Operating lease term			1 year
Maximum
Lessee, Lease, Description [Line Items]
Operating lease term			20 years

v3.23.3

LEASES - Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Lease assets
Operating lease right-of-use assets	$ 132,387	$ 108,810
Finance lease, right-of-use asset	1,912	997
Total lease assets	134,299	109,807
Lease liabilities
Operating lease liabilities, current	3,476	2,633
Finance lease, liability, current	479	207
Operating lease liabilities, noncurrent	262,988	229,816
Finance lease, liability, noncurrent	1,326	695
Total lease liabilities	$ 268,269	$ 233,351
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

v3.23.3

LEASES - Lease Cost (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Lessee, Lease, Description [Line Items]
Operating lease costs	$ 9,913	$ 8,335	$ 27,874	$ 23,430
Amortization of leased assets	138	26	320	26
Interest on finance leases	68	13	138	13
Total finance lease costs	206	39	458	39
General and administrative expenses
Lessee, Lease, Description [Line Items]
Operating lease costs	651	686	1,914	1,945
Capitalized to inventory
Lessee, Lease, Description [Line Items]
Operating lease costs	$ 9,262	$ 7,649	$ 25,960	$ 21,485

v3.23.3

LEASES - Short-term and Variable Lease Costs (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Leases [Abstract]
Total short-term and variable lease costs	$ 1,176	$ 1,404	$ 3,353	$ 3,873

v3.23.3

LEASES - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Leases [Abstract]
Operating cash flows from operating leases	$ 27,581	$ 22,987
Operating cash flows from finance leases	138	13
Financing cash flows from finance leases	256	23
ROU assets obtained in exchange for new lease obligations - Operating leases	34,583	35,774
ROU assets obtained in exchange for new lease obligations - Finance leases	$ 1,159	$ 883

v3.23.3

LEASES - Weighted Average Remaining Lease Term and Discount Rate (Details)	Sep. 30, 2023	Dec. 31, 2022
Leases [Abstract]
Operating lease, weighted average remaining lease term (Years)	14 years 6 months	15 years 1 month 6 days
Finance lease, weighted average remaining lease term (Years)	3 years 3 months 18 days	3 years 8 months 12 days
Operating lease, weighted average discount rate	15.10%	14.80%
Finance lease, weighted average discount rate	13.70%	13.60%

v3.23.3

LEASES - Lease Liability Maturity (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Operating Lease Liabilities
Remainder of 2023	$ 9,791
2024	40,461
2025	41,649
2026	42,444
2027	43,581
Thereafter	521,976
Total lease payments	699,902
Less: imputed interest	433,438
Present value of lease liabilities	266,464
Finance Lease Liabilities
Remainder of 2023	173
2024	693
2025	693
2026	572
2027	103
Thereafter	0
Total lease payments	2,234
Less: imputed interest	429
Present value of lease liabilities	$ 1,805	$ 902

v3.23.3

LEASES - Financing Liability Maturity (Details) $ in Thousands	Sep. 30, 2023 USD ($)
Leases [Abstract]
Remainder of 2023	$ 587
2024	2,416
2025	2,525
2026	2,599
2027	2,676
Thereafter	9,477
Total	$ 20,280

v3.23.3

DEBT - Components of Debt (Details) shares in Thousands				1 Months Ended		3 Months Ended			9 Months Ended
	Aug. 12, 2022 USD ($)	Aug. 11, 2022 USD ($) license	Aug. 27, 2021 USD ($) quarter covenant shares	Dec. 31, 2022 USD ($)	Aug. 31, 2022 USD ($) license	Sep. 30, 2023 USD ($) entity	Sep. 30, 2022 USD ($)	Jun. 30, 2022 USD ($)	Sep. 30, 2023 USD ($) entity	Sep. 30, 2022 USD ($)	Jun. 30, 2023 USD ($)
Debt Instrument [Line Items]
Finance leases				$ 902,000		$ 1,805,000			$ 1,805,000
Total debt				340,972,000		314,831,000			314,831,000
Current portion of debt				11,347,000		5,433,000			5,433,000
Less: unamortized deferred financing costs				18,000		0			0
Current portion of debt, net				11,329,000		5,433,000			5,433,000
Long-term debt				329,625,000		309,398,000			309,398,000
Less: unamortized deferred financing costs				10,328,000		7,409,000			7,409,000
Long-term debt, net				319,297,000		301,989,000			301,989,000
Loss on extinguishment of debt						0	$ 0	$ 2,180,000	0	$ 2,180,000
Proceeds from issuance of debt									0	$ 65,000,000
Outstanding claim amount, total									22,794,000
Proceeds from collection of employee retention tax credit claim									20,830,000
Illinois Licenses
Debt Instrument [Line Items]
Number of licenses acquired | license		1			2
Assets acquired long-term debt		$ 2,500,000
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								3,010,000
2021 Credit Facility
Debt Instrument [Line Items]
Debt				275,000,000		275,000,000			275,000,000
Debt instrument, amount			$ 210,000,000
Maximum borrowing capacity if amended			$ 275,000,000
Maximum borrowing capacity											$ 275,000,000
Interest rate (percent)			9.50%
Extension term			364 days
Loss on extinguishment of debt, write-off of unamortized deferred financing costs								337,000
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
Sellers' Notes
Debt Instrument [Line Items]
Debt				27,606,000		$ 18,258,000			18,258,000
Repayments of notes payable									$ 8,000,000
Number of acquired entitles associated with sellers notes repaid | entity						1			1
Sellers' Notes | Illinois Licenses
Debt Instrument [Line Items]
Debt					$ 8,100,000
Current portion of debt, net						$ 2,500,000			$ 2,500,000
Long-term debt, net				2,500,000
Sellers' Notes | Ohio Patient Access LLC (“OPA”)
Debt Instrument [Line Items]
Long-term debt, net				8,366,000		9,372,000			9,372,000
Sellers' Notes | Noncontrolling Interest Acquired
Debt Instrument [Line Items]
Current portion of debt, net				3,140,000		786,000			786,000
Finance liabilities
Debt Instrument [Line Items]
Debt				18,100,000		18,100,000			18,100,000
Financing Agreement
Debt Instrument [Line Items]
Debt				19,364,000		$ 1,668,000			$ 1,668,000
Interest rate (percent)						10.00%			10.00%
Proceeds from issuance of debt				19,364,000
Interests in a retention tax credit claim				$ 22,794,000
Repayments of secured debt									$ 20,830,000
Outstanding claim amount, remaining						$ 1,964,000			$ 1,964,000
2022 Loan
Debt Instrument [Line Items]
Line of credit facility, additional borrowing capacity if amended								65,000,000
Deferred finance costs gross			$ 8,806,000
Additional debt issuance cost			$ 7,606,000
Loss on extinguishment of debt, write-off of unamortized deferred financing costs								$ 1,843,000
Class A common stock | 2022 Loan
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

v3.23.3

DEBT - Debt Maturities - Narrative (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2023 USD ($) entity
Sellers' Notes
Debt Instrument [Line Items]
Repayments of notes payable	$ 8,000
Number of acquired entitles associated with sellers notes repaid | entity	1
Sellers Note, Noncontrolling Interest
Debt Instrument [Line Items]
Repayments of notes payable	$ 2,358

v3.23.3

DEBT - Maturities of Debt (Details) $ in Thousands	Sep. 30, 2023 USD ($)
Sellers' notes
Debt Instrument [Line Items]
Remainder of 2023	$ 786
2024	8,100
2025	11,000
Long-term debt, net	19,886
Term note maturities
Debt Instrument [Line Items]
Remainder of 2023	0
2024	0
2025	275,000
Long-term debt, net	$ 275,000

v3.23.3

DEBT - Interest Expense (Details) - USD ($) $ in Thousands	3 Months Ended			9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Jun. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Debt Disclosure [Abstract]
Cash interest	$ 6,515	$ 6,847		$ 19,479	$ 17,677
Accretion	1,802	1,053		7,082	2,288
Interest on financing liabilities	578	521		1,720	1,553
Interest on finance leases	68	13		138	13
Loss on extinguishment of debt	0	0	$ 2,180	0	2,180
Total	$ 8,963	$ 8,434		$ 28,419	$ 23,711

v3.23.3

STOCKHOLDERS’ EQUITY - Narrative (Details) $ / shares in Units, $ in Thousands	Jun. 23, 2023 USD ($) $ / shares shares	Sep. 30, 2023 vote $ / shares shares	Dec. 31, 2022 $ / 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 A common stock | Private Placement
Class of Stock [Line Items]
Shares issued and sold (in shares) | shares	9,859,000
Shares issued and sold, price per share (in dollars per share) | $ / shares	$ 0.71
Shares issued and sold, net proceeds | $	$ 7,000
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

v3.23.3

STOCKHOLDERS’ EQUITY - Schedule of Shares Outstanding (Details) - shares shares in Thousands	Sep. 30, 2023	Dec. 31, 2022
Class of Stock [Line Items]
Common stock shares outstanding (in shares)	205,935	188,064
Class A common stock
Class of Stock [Line Items]
Common stock shares outstanding (in shares)	205,870	187,999
Class B common stock
Class of Stock [Line Items]
Common stock shares outstanding (in shares)	65	65

v3.23.3

STOCKHOLDERS’ EQUITY - Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Number of Warrants
Outstanding, beginning balance (in shares)	5,740,000
Expired (in shares)	(1,110,000)
Outstanding, ending balance (in shares)	4,630,000	5,740,000
Weighted-Average Exercise Price
Exercise price of warrants, beginning (in dollars per share)	$ 3.46
Weighted average warrants expired exercise price (in dollars per share)	4.00
Exercise price of warrants, ending (in dollars per share)	$ 3.34	$ 3.46
Weighted-Average Remaining Exercise Period (years)	2 years 6 months	2 years 8 months 12 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)	$ 0.02
Expected volatility	70.00%
Risk-free interest rate	0.18%
Maximum
Weighted-Average Exercise Price
Grant date fair value per warrant (in dollars per share)	$ 0.84
Expected volatility	87.50%
Risk-free interest rate	4.20%

v3.23.3

EQUITY-BASED COMPENSATION EXPENSE - Narrative (Details) - USD ($)		1 Months Ended	3 Months Ended		9 Months Ended
	Mar. 09, 2023	Aug. 31, 2023	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Jul. 31, 2021	Nov. 30, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of issued and outstanding shares (percent)	10.00%
Exercised (in shares)					0
Weighted-average fair value of stock options granted (in dollars per share)					$ 0.44
Granted (in shares)					3,195,000
Equity-based compensation costs capitalized during the period			$ 1,830,000	$ 2,279,000	$ 5,689,000	$ 7,517,000
Inventory, equity-based compensation cost			1,768,000		1,768,000		$ 536,000
Total equity-based compensation expense			4,964,000	6,032,000	13,976,000	17,662,000
General and administrative expenses
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total equity-based compensation expense			3,134,000	3,753,000	8,287,000	10,145,000
Cost of goods sold
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total equity-based compensation expense			2,476,000	2,891,000	4,457,000	10,053,000
Restricted Common Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation expense, cost not yet recognized			0		0
Total equity-based compensation expense			$ 0	28,000	$ 115,000	232,000
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			$ 2,974,000		$ 2,974,000
Equity-based compensation expense, cost not yet recognized, period for recognition					2 years 10 months 24 days
Expected volatility					70.00%
Risk-free interest rate					3.80%
Expected term (years)					3 years 9 months
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation expense, cost not yet recognized			27,072,000		$ 27,072,000
Equity-based compensation expense, cost not yet recognized, period for recognition					2 years
Total equity-based compensation expense			4,656,000	$ 5,829,000	$ 13,133,000	$ 17,081,000
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]
Equity-based compensation expense, cost not yet recognized			$ 2,124,000		$ 2,124,000
Equity-based compensation expense, cost not yet recognized, period for recognition					2 years 7 months 6 days
Granted (in shares)		4,000,000
Expected volatility		107.70%
Risk-free interest rate		4.00%
Share price (in dollars per share)		$ 0.65
Expected term (years)		9 years
Fair value at grant		$ 2,177,000
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
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)			3,108,000		3,108,000			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
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility					70.00%
Risk-free interest rate					0.18%
Minimum | 2020 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period					2 years
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility					87.50%
Risk-free interest rate					4.20%
Maximum | 2020 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period					3 years

v3.23.3

EQUITY-BASED COMPENSATION EXPENSE - Equity Award Activity (Details)	9 Months Ended
	Sep. 30, 2023 $ / shares shares
Restricted Common Shares
Number of Shares (in thousands)
Beginning balance (in shares)	617,000
Vested (in shares)	(617,000)
Ending balance (in shares)	0
RSUs
Number of Shares (in thousands)
Beginning balance (in shares)	6,462,000
Granted (in shares)	10,783,000
Vested (in shares)	(3,172,000)
Forfeited (in shares)	(756,000)
Ending balance (in shares)	13,317,000
Weighted-Average Grant Date Fair Value per Share
Beginning balance (in dollars per share) | $ / shares	$ 7.62
Granted (in dollars per share) | $ / shares	0.91
Vested (in dollars per share) | $ / shares	6.63
Forfeited (in dollars per share) | $ / shares	3.67
Ending balance (in dollars per share) | $ / shares	$ 2.65
Taxes withheld under equity-based compensation plans, net (in shares)	962,000

v3.23.3

EQUITY-BASED COMPENSATION EXPENSE - Stock Option Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Number of Options
Outstanding beginning balance (in shares)	2,042
Granted (in shares)	3,195
Forfeited (in shares)	(331)
Expired (in shares)	(13)
Outstanding ending balance (in shares)	4,893	2,042
Exercisable (in shares)	707
Weighted-Average Exercise Price
Outstanding beginning balance (in dollars per share)	$ 3.29
Granted (in dollars per share)	0.85
Forfeited (in dollars per share)	2.08
Expired (in dollars per share)	4.10
Outstanding ending balance (in dollars per share)	1.80	$ 3.29
Exercisable (in dollars per share)	$ 2.87
Stock Options Additional Disclosures
Weighted average remaining contractual term (in years)	4 years 2 months 12 days	4 years 4 months 24 days
Exercisable, weighted average remaining contractual term (in years)	3 years 3 months 18 days
Outstanding aggregate intrinsic value	$ 272	$ 0
Exercisable, intrinsic value	$ 0

v3.23.3

EQUITY-BASED COMPENSATION EXPENSE - Weighted-average Assumptions (Details) - Options	9 Months Ended
	Sep. 30, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free interest rate	3.80%
Expected term (years)	3 years 9 months
Dividend yield	0.00%
Expected volatility	70.00%

v3.23.3

EQUITY-BASED COMPENSATION EXPENSE - Stock Price Targets (Details) - Performance Based Awards shares in Thousands	9 Months Ended
	Sep. 30, 2023 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Target share price, minimum threshold period	30 days
Target share price measurement period	60 days
Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Company stock price target (In dollars per share) | $ / shares	$ 2.00
Number of eligible RSUs (in shares) | shares	1,000
Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Company stock price target (In dollars per share) | $ / shares	$ 3.00
Number of eligible RSUs (in shares) | shares	1,000
Tranche Three
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Company stock price target (In dollars per share) | $ / shares	$ 4.00
Number of eligible RSUs (in shares) | shares	1,000
Tranche Four
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Company stock price target (In dollars per share) | $ / shares	$ 5.00
Number of eligible RSUs (in shares) | shares	1,000

v3.23.3

EQUITY-BASED COMPENSATION EXPENSE - Equity-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total equity-based compensation expense	$ 4,964	$ 6,032	$ 13,976	$ 17,662
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total equity-based compensation expense	4,656	5,829	13,133	17,081
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total equity-based compensation expense	308	175	728	349
Restricted Common Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total equity-based compensation expense	$ 0	$ 28	$ 115	$ 232

v3.23.3

INCOME TAXES (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Tax Disclosure [Abstract]
Loss before income taxes	$ (4,514)	$ (5,684)	$ (7,391)	$ (36,092)
Income tax expense	$ 6,726	$ 11,178	$ 21,480	$ 29,757
Effective tax rate	(149.00%)	(196.70%)	(290.60%)	(82.40%)
Gross profit	$ 43,556	$ 36,636	$ 107,579	$ 93,051
Effective tax rate on gross profit	15.40%	30.50%	20.00%	32.00%

v3.23.3

COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands			3 Months Ended
	Aug. 18, 2023 claim	Sep. 30, 2022 USD ($)	Sep. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)	Dec. 21, 2022 claim	May 10, 2022 USD ($)	Feb. 25, 2021 USD ($)
Loss Contingencies [Line Items]
Company expenses			$ 1,704
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
Loss contingency, damages sought, reserve, value				$ 3,700
MedMen NY, Inc.
Loss Contingencies [Line Items]
Ownership interest percentage						99.99%	86.70%
MedMen NY, Inc.
Loss Contingencies [Line Items]
Commitment							$ 73,000
MedMen NY, Inc. | Cash investment
Loss Contingencies [Line Items]
Commitment							35,000
MedMen NY, Inc. | Prepaid deposit
Loss Contingencies [Line Items]
Commitment						$ 4,000	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
MedMen NY Promissory Note | MedMen NY, Inc.
Loss Contingencies [Line Items]
Total debt							$ 28,000

v3.23.3

RELATED PARTY TRANSACTIONS (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2023 USD ($)
Related Party Transactions [Abstract]
Significant related party transactions	$ 0

v3.23.3

SUPPLEMENTAL INFORMATION - Other Current Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Deposits and other receivables	$ 7,970	$ 3,170
Prepaid expenses	5,622	4,765
Tenant improvement allowance	1,010	500
Construction deposits	697	863
Other	973	243
Total	$ 16,272	$ 9,541

v3.23.3

SUPPLEMENTAL INFORMATION - Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accounts payable	$ 33,017	$ 17,065
Fixed asset purchases	6,102	6,777
Accrued payroll and related expenses	5,496	7,549
Other	9,966	8,161
Acquisition-related liabilities	0	15,943
Accrued interest	0	1,100
Total	$ 54,581	$ 56,595

v3.23.3

SUPPLEMENTAL INFORMATION - General and Administrative Expenses (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Compensation	$ 17,855	$ 16,276	$ 49,043	$ 46,592
Depreciation and amortization	7,495	3,272	21,927	9,061
Rent and utilities	5,859	5,137	15,059	16,648
Professional services	3,217	3,408	9,864	13,573
Insurance	1,165	1,554	3,908	4,323
Marketing	1,034	882	3,303	2,505
(Gain) loss on sale of assets	0	(296)	(226)	450
Other	3,384	3,926	8,884	7,807
Total	$ 40,009	$ 34,159	$ 111,762	$ 100,959

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