Ascend Wellness (AAWH) 10-Q 14 Nov 22 2022 Q3 Quarterly report Financial data

Cover

Cover - shares	9 Months Ended
	Sep. 30, 2022	Nov. 09, 2022
Entity Listings [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2022
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	Non-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	2022
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		188,523,230
Class B common stock
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		65,000

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Current assets
Cash and cash equivalents	$ 91,393	$ 155,481
Accounts receivable, net	13,376	7,612
Inventory	92,064	65,588
Notes receivable	5,542	4,500
Other current assets	16,717	24,831
Total current assets	219,092	258,012
Property and equipment, net	268,456	239,656
Operating lease right-of-use assets	109,085	103,958
Intangible assets, net	186,426	59,271
Goodwill	43,566	42,967
Deferred tax assets, net	1,754	0
Other noncurrent assets	18,835	19,572
TOTAL ASSETS	847,214	723,436
Current liabilities
Accounts payable and accrued liabilities	56,952	45,454
Current portion of debt, net	19,467	27,940
Operating lease liabilities, current	2,431	2,665
Income taxes payable	54,143	36,184
Other current liabilities	4,503	5,152
Total current liabilities	137,496	117,395
Long-term debt, net	290,969	230,846
Operating lease liabilities, noncurrent	229,838	197,295
Deferred tax liabilities, net	0	1,423
Other non-current liabilities	14,842	0
Total liabilities	673,145	546,959
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, 2022 and December 31, 2021 (Note 12)	0	0
Additional paid-in capital	425,979	362,555
Accumulated deficit	(252,098)	(186,249)
Total stockholders' equity	174,069	176,477
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	847,214	723,436
Class A common stock
Stockholders' Equity
Class A and Class B common stock	188	171
Class B common stock
Stockholders' Equity
Class A and Class B common stock	$ 0	$ 0

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
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)	187,904,000	171,521,000
Common stock, shares outstanding (in shares)	187,904,000	171,521,000
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

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Income Statement [Abstract]
Revenue, net	$ 111,238	$ 94,382	$ 293,827	$ 243,886
Cost of goods sold	(74,602)	(53,428)	(200,776)	(138,749)
Gross profit	36,636	40,954	93,051	105,137
Operating expenses
General and administrative expenses	34,159	29,341	100,959	85,099
Settlement expense	0	0	5,000	36,511
Total operating expenses	34,159	29,341	105,959	121,610
Operating profit (loss)	2,477	11,613	(12,908)	(16,473)
Other (expense) income
Interest expense	(8,434)	(12,376)	(23,711)	(56,601)
Other, net	273	44	527	206
Total other expense	(8,161)	(12,332)	(23,184)	(56,395)
Loss before income taxes	(5,684)	(719)	(36,092)	(72,868)
Income tax expense	(11,178)	(12,307)	(29,757)	(33,278)
Net loss	$ (16,862)	$ (13,026)	$ (65,849)	$ (106,146)
Net loss per share attributable to Class A and Class B stockholders of Ascend Wellness Holdings, Inc. — basic (in dollars per share)	$ (0.09)	$ (0.08)	$ (0.36)	$ (0.75)
Net loss per share attributable to Class A and Class B stockholders of Ascend Wellness Holdings, Inc. — diluted (in dollars per share)	$ (0.09)	$ (0.08)	$ (0.36)	$ (0.75)
Weighted-average common shares outstanding — basic (in shares)	187,697	169,879	181,833	142,221
Weighted-average common shares outstanding —diluted (in shares)	187,697	169,879	181,833	142,221

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY - USD ($) shares in Thousands, $ in Thousands	Total	Historical Common Units	Historical preferred units	Historical LLC Units	Historical LLC Units Historical Common Units	Historical LLC Units Historical preferred units	Class A and Class B Common Stock	Class A and Class B Common Stock Historical Common Units	Class A and Class B Common Stock Historical preferred units	Additional Paid-In Capital	Additional Paid-In Capital Historical Common Units	Additional Paid-In Capital Historical preferred units	Accumulated Deficit
Beginning balance (in shares) at Dec. 31, 2020							0
Beginning balance at Dec. 31, 2020	$ 3,786						$ 0			$ 67,378			$ (63,592)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Vesting of equity-based payment awards (in shares)				1,033
Vesting of equity-based payment awards	0
Equity-based compensation expense (in shares)				50
Equity-based compensation expense	2,487									2,487
Net (loss) income	(48,223)												(48,223)
Historical LLC units, beginning balance (in shares) at Dec. 31, 2020				106,082
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Reserve for equity issued in litigation settlement	27,431									27,431
Historical LLC units, ending balance (in shares) at Mar. 31, 2021				107,165
Ending balance (in shares) at Mar. 31, 2021							0
Ending balance at Mar. 31, 2021	(14,519)						$ 0			97,296			(111,815)
Beginning balance (in shares) at Dec. 31, 2020							0
Beginning balance at Dec. 31, 2020	3,786						$ 0			67,378			(63,592)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income	(106,146)
Historical LLC units, beginning balance (in shares) at Dec. 31, 2020				106,082
Historical LLC units, ending balance (in shares) at Sep. 30, 2021				0
Ending balance (in shares) at Sep. 30, 2021							171,010
Ending balance at Sep. 30, 2021	184,037						$ 170			353,605			(169,738)
Beginning balance (in shares) at Mar. 31, 2021							0
Beginning balance at Mar. 31, 2021	(14,519)						$ 0			97,296			(111,815)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Vesting of equity-based payment awards (in shares)				1,176			3,155
Vesting of equity-based payment awards	0						$ 3			(3)
Equity-based compensation expense	1,711									1,711
Net (loss) income	(44,897)												(44,897)
Historical LLC units, beginning balance (in shares) at Mar. 31, 2021				107,165
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Release of reserve for equity issued in litigation settlement	(27,431)									(27,431)
Equity issued in litigation settlement (in shares)				5,025
Equity issued in litigation settlement	27,431									27,431
Conversion of historical common and preferred units (in shares)					(55,330)	(58,036)
Conversion of historical common and preferred units (in shares)								55,330	58,036
Conversion of historical common and preferred units		$ 0	$ 0					$ 55	$ 58		$ (55)	$ (58)
Issuance of common stock in public offerings, net of underwriting commissions and discounts and offering expenses (in shares)							11,500
Issuance of common stock in public offerings, net of underwriting commissions and discounts and offering expenses	86,065						$ 12			86,053
Conversion of convertible notes upon initial public offering (in shares)							37,388
Conversion of convertible notes upon initial public offering	137,755						$ 37			137,718
Beneficial conversion feature associated with conversion of preferred units upon initial public offering (in shares)							3,420
Beneficial conversion feature associated with conversion of preferred units upon initial public offering	27,361						$ 3			27,358
Repurchase of warrants	(4,156)									(4,156)
Historical LLC units, ending balance (in shares) at Jun. 30, 2021				0
Ending balance (in shares) at Jun. 30, 2021							168,829
Ending balance at Jun. 30, 2021	189,320						$ 168			345,864			(156,712)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Vesting of equity-based payment awards (in shares)							195
Vesting of equity-based payment awards	0									0
Equity-based compensation expense	3,993									3,993
Net (loss) income	(13,026)												(13,026)
Issuance of common stock in public offerings, net of underwriting commissions and discounts and offering expenses (in shares)							1,986
Issuance of common stock in public offerings, net of underwriting commissions and discounts and offering expenses	3,750						$ 2			3,748
Historical LLC units, ending balance (in shares) at Sep. 30, 2021				0
Ending balance (in shares) at Sep. 30, 2021							171,010
Ending balance at Sep. 30, 2021	$ 184,037						$ 170			353,605			(169,738)
Beginning balance (in shares) at Dec. 31, 2021	171,586						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						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						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]
Vesting of equity-based payment awards (in shares)							138
Equity-based compensation expense	4,170									4,170
Net (loss) income	(21,172)												(21,172)
Issuance of warrants	$ 2,639									2,639
Shares issued in acquisitions or asset purchases (in shares)	12,900
Shares issued in acquisitions or asset purchases	$ 42,957						$ 13			42,944			0
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)						$ 0			(234)
Net (loss) income	$ (16,862)												(16,862)
Ending balance (in shares) at Sep. 30, 2022	187,969						187,969
Ending balance at Sep. 30, 2022	$ 174,069						$ 188			$ 425,979			$ (252,098)

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (Parenthetical) $ in Thousands	3 Months Ended
	Jun. 30, 2021 USD ($)
Statement of Stockholders' Equity [Abstract]
Underwriting discounts	$ 5,935

CONDENSED CONSOLIDATED STATEM_4

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Cash flows from operating activities
Net loss	$ (65,849)	$ (106,146)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	25,824	16,692
Amortization of operating lease assets	1,014	1,034
Non-cash interest expense	4,466	41,506
Equity-based compensation expense	17,662	8,191
Equity issued in litigation settlement	0	27,431
Deferred income taxes	(3,725)	(1,889)
Loss on sale of assets	450	649
Other	8,069	3,799
Changes in operating assets and liabilities, net of effects of acquisitions
Accounts receivable	(5,763)	(2,309)
Inventory	(34,754)	(31,703)
Other current assets	4,734	(6,099)
Other noncurrent assets	235	(7,026)
Accounts payable and accrued liabilities	8,564	8,505
Other current liabilities	(650)	612
Lease liabilities	(521)	676
Income taxes payable	17,959	23,783
Net cash used in operating activities	(22,285)	(22,294)
Cash flows from investing activities
Additions to capital assets	(62,959)	(70,918)
Investments in notes receivable	(2,391)	(2,185)
Collection of notes receivable	245	245
Proceeds from sale of assets	39,225	930
Acquisition of businesses, net of cash acquired	(24,890)	(13,630)
Purchase of intangible assets	(43,781)	0
Net cash used in investing activities	(94,551)	(85,558)
Cash flows from financing activities
Proceeds from issuance of common stock in public offerings, net of underwriting discounts and commissions and offering expenses	0	86,065
Proceeds from issuance of debt	65,000	259,500
Repayments of debt	(2,289)	(78,413)
Repayments under finance leases	(23)	0
Debt issuance costs	(4,998)	(8,731)
Taxes withheld under equity-based compensation plans, net	(4,942)	0
Repurchase of warrants	0	(4,156)
Net cash provided by financing activities	52,748	254,265
Net (decrease) increase in cash, cash equivalents, and restricted cash	(64,088)	146,413
Cash, cash equivalents, and restricted cash at beginning of period	155,481	58,097
Cash, cash equivalents, and restricted cash at end of period	91,393	204,510
Supplemental Cash Flow Information
Interest paid	17,100	14,618
Income taxes paid	15,505	11,400
Non-cash investing and financing activities
Capital expenditures incurred but not yet paid	7,324	7,656
Issuance of shares for intangible assets	42,957	0
Warrants issued with notes payable	2,639	0
Taxes withheld under equity-based compensation plans, net	234	0
Conversion of preferred units into Class A common stock upon initial public offering	0	70,660
Beneficial conversion feature associated with conversion of preferred units upon initial public offering	0	27,361
Conversion of convertible notes and accrued interest upon initial public offering
Non-cash investing and financing activities
Conversion of convertible notes and accrued interest upon initial public offering	0	137,755
Shares issued for share-settled debt
Non-cash investing and financing activities
Conversion of convertible notes and accrued interest upon initial public offering	$ 0	$ 3,750

THE COMPANY AND NATURE OF OPERA

THE COMPANY AND NATURE OF OPERATIONS	9 Months Ended
	Sep. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
THE COMPANY AND NATURE OF OPERATIONS	THE COMPANY AND NATURE OF OPERATIONS Ascend Wellness Holdings, Inc., which operates through its subsidiaries (collectively referred to as “AWH,” “Ascend,” “we,” “us,” “our,” or the “Company”), is a 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, Michigan, Ohio, Massachusetts, New Jersey, and Pennsylvania. AWH is headquartered in New York, New York. The Company was originally formed on May 15, 2018 as Ascend Group Partners, LLC, and changed its name to “Ascend Wellness Holdings, LLC” on September 10, 2018. On April 22, 2021, Ascend Wellness Holdings, LLC converted into a Delaware corporation and changed its name to “Ascend Wellness Holdings, Inc.” and effected a 2-for-1 reverse stock split (the “Reverse Split”), which is retrospectively presented for all periods in these financial statements. We refer to this conversion throughout this filing as the “Conversion.” As a result of the Conversion, the members of Ascend Wellness Holdings, LLC became holders of shares of stock of Ascend Wellness Holdings, Inc. The historical consolidated financial statements prior to the Conversion date are those of Ascend Wellness Holdings, LLC and its subsidiaries. Following the Conversion, the Company has authorized 750,000 shares of Class A common stock with a par value of $0.001 per share, 100 shares of Class B common stock with a par value of $0.001 per share and 10,000 shares of preferred stock with a par value of $0.001 per share. The rights of the holders of Class A common stock and Class B common stock are identical, except for voting and conversion rights. Each share of Class A common stock is entitled to one vote per share. Each share of Class B common stock is entitled to 1,000 votes per share and is convertible at any time into one share of Class A common stock at the option of the holder. On May 4, 2021, the Company completed an Initial Public Offering (“IPO”) of its Class A common stock. See Note 12, “Stockholders’ Equity,” for additional details. 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 ®

BASIS OF PRESENTATION AND SIGNI

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2022
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, 2021 (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 (“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, 2022. 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. 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. Reclassifications Certain prior year amounts have been reclassified to conform with our current period presentation. These changes had no impact on our previously reported net loss. Liquidity As reflected in the Financial Statements, the Company had an accumulated deficit as of September 30, 2022 and December 31, 2021, as well as a net loss for the three and nine months ended September 30, 2022 and 2021, and negative cash flows from operating activities during the nine months ended September 30, 2022 and 2021, 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, 2022 and December 31, 2021, we did not hold significant restricted cash or cash equivalents. Fair Value of Financial Instruments During the nine months ended September 30, 2022 and 2021, 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 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. EPS and weighted-average shares outstanding for the three and nine months ended September 30, 2022 and 2021 have been computed on the basis of treating the historical common unit equivalents previously outstanding as shares of Class A common stock, as such historical units converted into shares of Class A common stock in the Conversion. Basic EPS is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted EPS reflects potential dilution and is computed by dividing net 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 in the current and prior year include incremental shares of common stock issuable upon the exercise of warrants, unvested restricted stock awards, and unvested restricted stock units, in addition to stock options that are outstanding in the current year. At September 30, 2022 and 2021, 15,069 and 10,827 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 Debt In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity , which simplifies the accounting for convertible instruments by reducing the number of accounting models available for convertible debt instruments. This guidance also eliminates the treasury stock method to calculate diluted earnings per share for convertible instruments and requires the use of the if-converted method. ASU 2020-06 became effective for us on January 1, 2022 and did not have a significant impact on our consolidated financial statements upon adoption. Modification or Exchanges of Freestanding Equity-Classified Written Call Options In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt – Modifications and Extinguishments (Subtopic 470-50), Compensation – Stock Compensation (Topic 718), and Derivatives and Hedging – Contracts in an Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting For Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options, (“ASU 2021-04”). ASU 2021-04 provides clarification and reduces diversity in an issuer’s accounting for certain modifications or exchanges of freestanding equity-classified written call options, such as warrants, that remain equity classified after modification or exchange. ASU 2021-04 became effective for us on January 1, 2022 and did not have a significant impact on our consolidated financial statements upon adoption. Recently Issued Accounting Pronouncements The following standards have been recently issued by the 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. Financial Instruments In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , (“ASU 2016-13”). ASU 2016-13 replaces the existing 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 will result in earlier recognition of credit losses than the current “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. ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments – Credit Losses , was issued in November 2019 to clarify, improve, and amend certain aspects of ASU 2016-13, such as disclosures related to accrued interest receivables and the estimation of credit losses associated with financial assets secured by collateral. ASU 2020-03, Codification Improvements to Financial Instruments , was issued in March 2020 to improve and clarify various financial instruments topics, including the CECL standard issued in 2016. The ASU includes seven different issues that describe the areas of improvement and the related amendments to U.S. GAAP, intended to make the standards easier to understand and apply by eliminating inconsistencies and providing clarifications. Certain amendments contained within this update were effective upon issuance and had no material impact on our Financial Statements. ASU 2016-13 and its related ASUs are effective for us beginning January 1, 2023. We are currently evaluating the impact of this guidance on our consolidated financial statements. 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 may be adopted as reference rate reform activities occur through December 31, 2022. We have not yet applied any of the expedients and exceptions and do not expect this guidance to have a material impact on our consolidated financial statements.

REPORTABLE SEGMENTS AND REVENUE

REPORTABLE SEGMENTS AND REVENUE	9 Months Ended
	Sep. 30, 2022
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 Nine Months Ended (in thousands) 2022 2021 2022 2021 Retail revenue $ 82,793 $ 63,517 $ 221,639 $ 167,076 Wholesale revenue 51,466 41,526 131,513 111,341 134,259 105,043 353,152 278,417 Elimination of inter-company revenue (23,021) (10,661) (59,325) (34,531) Total revenue, net $ 111,238 $ 94,382 $ 293,827 $ 243,886 The liability related to the loyalty program we offer dispensary customers at certain locations was $658 and $518 at September 30, 2022 and December 31, 2021, respectively, and is included within “Other current liabilities” on the accompanying unaudited Condensed Consolidated Balance Sheets. The Company recorded $447 and $374 in allowance for doubtful accounts as of September 30, 2022 and December 31, 2021, respectively. Write-offs were not significant during the three and nine months ended September 30, 2022 and 2021.

ACQUISITIONS

ACQUISITIONS	9 Months Ended
	Sep. 30, 2022
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 , (“ASC Topic 805”) 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 the Financial Statements from the date of the acquisition. The preliminary 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. 2021 Acquisitions Effective May 5, 2021, the Company completed the acquisition of the parent company of Hemma, LLC (“Hemma”), the owner of a medical cultivation site in Ohio. Effective October 1, 2021, the Company completed the acquisition of BCCO, LLC (“BCCO”), a medical dispensary license holder in Ohio. Additionally, effective December 22, 2021, the Company completed the acquisition of Ohio Cannabis Clinic, LLC (“OCC”), a medical dispensary license holder in Ohio. During the nine months ended September 30, 2022, we recorded a measurement period purchase accounting adjustment of $51 related to the OCC acquisition for the final working capital adjustment, with a related impact to goodwill. Additionally, during the three and nine months ended September 30, 2022, we recorded a measurement period adjustment to goodwill of $548 related to the BCCO acquisition for a pre-acquisition deferred tax liability due to finalization of certain income-tax related items. No significant adjustments were recorded in finalizing the purchase price allocation for Hemma during the nine months ended September 30, 2022. Financial and Pro Forma Information The following table summarizes the revenue and net (loss) income related to Hemma, BCCO, and OCC that is included in our consolidated results for the three and nine months ended September 30, 2022. Three Months Ended September 30, 2022 (in thousands) Hemma BCCO OCC Revenue, net $ 130 $ 1,852 $ 1,349 Net (loss) income (379) 478 153 Nine Months Ended September 30, 2022 (in thousands) Hemma BCCO OCC Revenue, net $ 577 $ 5,513 $ 4,072 Net (loss) income (1,619) 1,256 511 Our results of operations for the three and nine months ended September 30, 2021 include $126 of revenue for each period and $204 and $305, respectively, of net loss related to Hemma. Pro forma financial information is not presented for Hemma, BCCO, or OCC as such results are immaterial, individually and in aggregate, to both the current and prior periods. Asset Acquisitions The Company determined the acquisitions below did not meet the definition of a business and are therefore accounted for as asset acquisitions. When the Company acquires assets and liabilities that do not constitute a business or 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. 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 next two years (of which $15,000 was funded in April 2022), and up to an additional $10,000 over the next ten years. The total acquisition cost was $100,203, as summarized in the table below, and was allocated to the license intangible asset acquired. The license will be amortized in accordance with the Company’s policy once operations commence. (in thousands) Equity consideration (1) $ 42,957 Cash consideration 10,170 Geisinger funding commitment (2) 40,000 Other liabilities assumed (3) 5,130 Forgiveness of bridge loan (4) 1,349 Transaction costs 595 Cost of initial investment 2 Total $ 100,203 (1) Comprised of 12,900 shares of Class A common stock with a fair value of $42,957 at issuance. (2) Of the total funding commitment, $15,000 was paid in April 2022 and $15,000 is due in April 2023 and is included within “Accounts payable and other accrued liabilities” on the unaudited Condensed Consolidated Balance Sheet at September 30, 2022. An additional $10,000 is due annually from the third anniversary of the transaction through the tenth anniversary based on a percentage of revenue (after operations commence) and is included within “Other non-current liabilities” on the unaudited Condensed Consolidated Balance Sheet at September 30, 2022. (3) Liabilities related to two consulting agreements assumed in the transaction. A total of $2,772 related to one agreement was paid during the second quarter of 2022. A total of $944 due under the second agreement was paid during the nine months ended September 30, 2022 and a total of $1,414 is due, in quarterly payments, through June 2023 and is included within “Accounts payable and other accrued liabilities” on the unaudited Condensed Consolidated Balance Sheet at September 30, 2022. (4) Refer to Note 6, “Notes Receivable,” for additional information on the bridge loan agreement. 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 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 was recorded net of a discount of $3,010 based on the estimated payment date utilizing the Company’s incremental borrowing rate. This discounted payment is included within “Long-term debt, net” on the accompanying unaudited Condensed Consolidated Balance Sheet at September 30, 2022; refer to Note 11, “Debt,” for additional information. The estimated fair value of the contingent consideration was determined utilizing an income approach based on a probability-weighted estimate of the future payment and is included within “Other non-current liabilities” on the accompanying unaudited Condensed Consolidated Balance Sheet at September 30, 2022. The Company determined the fair value of any noncontrolling interest is de minimis . 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. Direct transaction expenses of $224 are included in “General and administrative expenses” on the accompanying unaudited Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2022. 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 and is included as a sellers’ note within “Current portion of debt, net” on the accompanying unaudited Condensed Consolidated Balance Sheet at September 30, 2022; refer to Note 11, “Debt,” for additional information. Direct transaction expenses were immaterial. 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 “Current portion of debt, net” on the accompanying unaudited Condensed Consolidated Balance Sheet at September 30, 2022. Direct transaction expenses were immaterial.

INVENTORY

INVENTORY	9 Months Ended
	Sep. 30, 2022
Inventory Disclosure [Abstract]
INVENTORY	INVENTORY The components of inventory are as follows: (in thousands) September 30, 2022 December 31, 2021 Materials and supplies $ 17,968 $ 8,899 Work in process 41,984 28,235 Finished goods 32,112 28,454 Total $ 92,064 $ 65,588

NOTES RECEIVABLE

NOTES RECEIVABLE	9 Months Ended
	Sep. 30, 2022
Receivables [Abstract]
NOTES RECEIVABLE	NOTES RECEIVABLE (in thousands) September 30, 2022 December 31, 2021 MMNY - working capital loan (1) $ 2,422 $ 2,422 Marichron - note receivable (2) 1,500 1,500 Marichron - working capital loan (2) 969 78 Other (3) 651 500 Total $ 5,542 $ 4,500 (1) 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 (2) In April 2019, the Company issued a $1,500 promissory note to Marichron Pharma LLC (“Marichron”), an unrelated third party, with a stated interest rate of 12% per year. The Company also entered into a working capital line of credit with Marichron, allowing for maximum borrowings of $1,000. The promissory note and working capital line of credit were issued in conjunction with a unit purchase option agreement that the parties entered into during 2019 and were issued to provide Marichron with additional funding for operations while awaiting state approval of the transaction. The Company submitted a license transfer application to the state in June 2022, which was approved in September 2022. Following the approval, the Company exercised its option under the unit purchase agreement and acquired Marichron effective October 14, 2022, as further described in Note 18, “Subsequent Events” and the total amounts outstanding were settled at closing. (3) In November 2021, the Company issued a bridge loan to Story of PA that provided for maximum borrowings of up to $16,000 with an interest rate of 9% per annum, which had an outstanding balance of $500 at December 31, 2021. Repayment was due at maturity in November 2023 or upon an event of default (as defined in the bridge loan agreement). In April 2022, the Company acquired the outstanding equity interests of Story of PA (refer to Note 4, “Acquisitions”) and settled the balance of $1,349 due under the bridge loan as additional consideration at closing. 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”), of which $651 is outstanding as of September 30, 2022. The Massachusetts Note accrues interest at a fixed annual rate of 11.5%. Following the opening of the borrower’s retail dispensary, 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, a total of $4,220 is outstanding at September 30, 2022 related to a promissory note issued to the owner of a property the Company is leasing, of which $161 and $4,059 is included in “Other current assets” and “Other noncurrent assets,” respectively, on the unaudited Condensed Consolidated Balance Sheet. At December 31, 2021, $4,337 was outstanding, of which $156 and $4,181 is included in “Other current assets” and “Other noncurrent assets,” respectively, on the unaudited Condensed Consolidated Balance Sheet. The Company has not identified any collectability concerns as of September 30, 2022 for the amounts due under notes receivable. No impairment losses on notes receivable were recognized during the nine months ended September 30, 2022 or 2021.

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT	9 Months Ended
	Sep. 30, 2022
Property, Plant and Equipment [Abstract]
PROPERTY AND EQUIPMENT	PROPERTY AND EQUIPMENT Property and equipment consists of the following: (in thousands) September 30, 2022 December 31, 2021 Leasehold improvements $ 150,861 $ 103,976 Furniture, fixtures, and equipment 57,940 49,058 Buildings 56,888 45,663 Construction in progress 35,260 60,986 Land 6,505 1,302 Property and equipment, gross 307,454 260,985 Less: accumulated depreciation 38,998 21,329 Property and equipment, net $ 268,456 $ 239,656 Total depreciation expense was $6,405 and $4,100 during the three months ended September 30, 2022 and 2021, respectively, and $18,079 and $10,560 during the nine months ended September 30, 2022 and 2021, respectively. Total depreciation expense capitalized to inventory was $4,657 and $2,851 during the three months ended September 30, 2022 and 2021, respectively, and $13,629 and $7,185 during the nine months ended September 30, 2022 and 2021, respectively. At September 30, 2022 and December 31, 2021, $4,367 and $2,070, respectively, of depreciation expense remained capitalized as part of inventory. In June 2022, the Company entered into a master lease agreement under which we may lease equipment pursuant to individual lease agreements, up to $15,000 in aggregate. The table above includes equipment rented under these finance leases with a gross value of $982 and accumulated amortization of $26 as of September 30, 2022. Refer to Note 10, “Leases,” for additional information regarding our lease arrangements. During the nine months ended September 30, 2022, we recognized a loss of $874 related to the sale of three properties, net of a $72 gain on sale recognized during the nine months ended September 30, 2022, which is included within “General and administrative expenses” on the unaudited Condensed Consolidated Statement of Operations, and wrote-off a total of $410 of accumulated depreciation.

VARIABLE INTEREST ENTITIES

VARIABLE INTEREST ENTITIES	9 Months Ended
	Sep. 30, 2022
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 that are included in the unaudited Condensed Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021 and in the unaudited Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2022 and 2021, 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. September 30, 2022 December 31, 2021 (in thousands) Ascend Illinois Ohio Patient Access Ascend Illinois Current assets $ 74,682 $ — $ 111,118 Other noncurrent assets 181,800 24,240 171,566 Current liabilities 82,809 108 71,264 Noncurrent liabilities 113,259 — 126,397 Equity 63,519 — 41,873 Three Months Ended Three Months Ended (in thousands) Ascend Illinois Ohio Patient Access Ascend Illinois Revenue, net $ 68,346 $ — $ 75,470 Net income 8,834 — 9,167 Nine Months Ended Nine Months Ended (in thousands) Ascend Illinois Ohio Patient Access Ascend Illinois Revenue, net $ 197,152 $ — $ 198,291 Net income 22,034 — 25,590

INTANGIBLE ASSETS AND GOODWILL

INTANGIBLE ASSETS AND GOODWILL	9 Months Ended
	Sep. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
INTANGIBLE ASSETS AND GOODWILL	INTANGIBLE ASSETS AND GOODWILL Intangible Assets (in thousands) September 30, 2022 December 31, 2021 Finite-lived intangible assets Licenses and permits $ 188,268 $ 55,281 In-place leases 19,963 19,963 Trade names 380 380 208,611 75,624 Accumulated amortization: Licenses and permits (9,600) (5,415) In-place leases (12,205) (10,558) Trade names (380) (380) (22,185) (16,353) Total intangible assets, net $ 186,426 $ 59,271 Amortization expense was $1,931 and $1,678 during the three months ended September 30, 2022 and 2021, respectively, and $5,832 and $5,050 during the nine months ended September 30, 2022 and 2021, respectively. Total amortization expense capitalized to inventory was $407 during the each of the three months ended September 30, 2022 and 2021 and $1,221 and $1,016 during the nine months ended September 30, 2022 and 2021, respectively. At September 30, 2022 and December 31, 2021, $778 and $502, respectively, of amortization expense remained capitalized as part of inventory. No impairment indicators were noted during the nine months ended September 30, 2022 or 2021 and, as such, w e did not record any impairment charges during either period. Goodwill (in thousands) Balance, December 31, 2021 $ 42,967 Adjustments to purchase price allocation (1) 599 Balance, September 30, 2022 $ 43,566

LEASES

LEASES	9 Months Ended
	Sep. 30, 2022
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. 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. We use our incremental borrowing rate to determine the present value of future lease payments unless the implicit rate is readily determinable. Our incremental borrowing rate is the rate of interest we would have to pay to borrow on a collateralized basis over a similar term at an amount equal to the lease payments in a similar economic environment. This incremental borrowing rate is applied to the minimum lease payments within each lease agreement to determine the amounts of our ROU assets and lease liabilities. Our lease terms range from 1 to 20 years. Some leases include one or more options to renew, with renewal terms that can extend the lease terms. 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. The depreciable lives of assets and leasehold improvements are limited by the expected lease term unless there is a transfer of title or purchase option reasonably certain of exercise. Typically, if we decide to cancel or terminate a lease before the end of its term, we would owe the lessor the remaining lease payments under the term of such lease. 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. 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. The components of lease assets and lease liabilities and their classification on our unaudited Condensed Consolidated Balance Sheets were as follows: (in thousands) Classification September 30, 2022 December 31, 2021 Lease assets Operating leases Operating lease right-of-use assets $ 109,085 $ 103,958 Finance leases Property and equipment, net 956 — Total lease assets $ 110,041 $ 103,958 Lease liabilities Current liabilities Operating leases Operating lease liabilities, current $ 2,431 $ 2,665 Finance leases Current portion of debt, net 184 — Noncurrent liabilities Operating leases Operating lease liabilities, noncurrent 229,838 197,295 Finance leases Long-term debt, net 676 — Total lease liabilities $ 233,129 $ 199,960 The components of lease costs and classification within the unaudited Condensed Consolidated Statements of Operations were as follows: Three Months Ended Nine Months Ended (in thousands) 2022 2021 2022 2021 Operating lease costs Capitalized to inventory $ 7,649 $ 5,040 $ 21,485 $ 14,154 General and administrative expenses 686 1,316 1,945 3,906 Total operating lease costs $ 8,335 $ 6,356 $ 23,430 $ 18,060 Finance lease costs Amortization of leased assets (1) $ 26 $ — $ 26 $ — Interest on lease liabilities 13 — 13 — Total finance lease costs $ 39 $ — $ 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, 2022 and December 31, 2021, $6,348 and $4,393, respectively, of lease costs remained capitalized in inventory. We recognized a gain of $145 during the nine months ended September 30, 2022 related to lease terminations, which is included in “General and administrative expenses” on the unaudited Condensed Consolidated Statement of Operations. The following table presents information on short-term and variable lease costs: Three Months Ended Nine Months Ended (in thousands) 2022 2021 2022 2021 Total short-term and variable lease costs $ 1,404 $ 839 $ 3,873 $ 1,665 Sublease income generated during the three and nine months ended September 30, 2022 and 2021 was immaterial. The following table includes supplemental cash and non-cash information related to our leases: Nine Months Ended (in thousands) 2022 2021 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 22,987 $ 16,310 Operating cash flows from finance leases 13 — Financing cash flows from finance leases 23 — ROU assets obtained in exchange for new lease obligations Operating leases $ 35,774 $ 41,498 Finance leases 883 — The following table summarizes the weighted-average remaining lease term and discount rate: September 30, 2022 December 31, 2021 Weighted-average remaining term (years) Operating leases 15.3 15.8 Finance leases 3.9 — Weighted-average discount rate Operating leases 14.8 % 12.7 % Finance leases 13.2 % — 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, 2022 are as follows: (in thousands) Operating Lease Liabilities Finance Lease Liabilities Remainder of 2022 $ 8,260 $ 71 2023 33,837 286 2024 34,789 286 2025 35,768 286 2026 36,382 168 Thereafter 478,227 — Total lease payments 627,263 1,097 Less: imputed interest 394,994 237 Present value of lease liabilities $ 232,269 $ 860 As of September 30, 2022, we have entered into operating lease arrangements which are effective for future periods. The total amount of ROU lease assets and lease liabilities related to these arrangements is approximately $3,100. Lease Amendments In March 2022, we amended the leases related to our Athol, Massachusetts and Lansing, Michigan cultivation facilities to increase the tenant improvement allowance for each, which resulted in increased rent amounts. We accounted for the amendments as lease modifications and remeasured each ROU asset and lease liability as of the amendment dates. The modifications resulted in a total additional tenant improvement allowance of $19,300, a reduction of $22,483 to total ROU assets, and a reduction of $3,183 to total lease liabilities. Sale Leaseback Transactions In February 2022, the Company sold and subsequently leased back one of its capital assets in New Jersey for total proceeds of $35,400, 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 $33,707 and an ROU asset of $29,107, which was recorded net of a $4,600 tenant improvement allowance . In June 2022, the Company sold and subsequently leased back two of its capital assets in Pennsylvania for total proceeds of $3,825, excluding transaction costs. Each transaction met the criteria for sale leaseback treatment. The leases were recorded as operating leases and resulted in a total lease liability and ROU asset of $2,102. Each of the lease agreements provide for a capital expenditure allowance of up to $3,000. The rent payments due under each lease will increase by a percentage of the capital expenditure allowance as funding occurs, and, therefore, each lease will be reassessed and remeasured as a modification upon such funding. During the three months ended September 30, 2022, we received a total of $3,215 under the capital expenditure allowance that was recorded as a tenant improvement allowance and resulted in $1,663 of additional lease liabilities based on the modified lease terms and a net gain of $279 during the three and nine months ended September 30, 2022, which is included in “General and administrative expenses” on the unaudited Condensed Consolidated Statement of Operations. 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 2022 2023 2024 2025 2026 Thereafter Total Cash payments due under financing liabilities $ 529 $ 2,143 $ 2,206 $ 2,271 $ 2,338 $ 6,811 $ 16,298
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. 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. We use our incremental borrowing rate to determine the present value of future lease payments unless the implicit rate is readily determinable. Our incremental borrowing rate is the rate of interest we would have to pay to borrow on a collateralized basis over a similar term at an amount equal to the lease payments in a similar economic environment. This incremental borrowing rate is applied to the minimum lease payments within each lease agreement to determine the amounts of our ROU assets and lease liabilities. Our lease terms range from 1 to 20 years. Some leases include one or more options to renew, with renewal terms that can extend the lease terms. 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. The depreciable lives of assets and leasehold improvements are limited by the expected lease term unless there is a transfer of title or purchase option reasonably certain of exercise. Typically, if we decide to cancel or terminate a lease before the end of its term, we would owe the lessor the remaining lease payments under the term of such lease. 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. 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. The components of lease assets and lease liabilities and their classification on our unaudited Condensed Consolidated Balance Sheets were as follows: (in thousands) Classification September 30, 2022 December 31, 2021 Lease assets Operating leases Operating lease right-of-use assets $ 109,085 $ 103,958 Finance leases Property and equipment, net 956 — Total lease assets $ 110,041 $ 103,958 Lease liabilities Current liabilities Operating leases Operating lease liabilities, current $ 2,431 $ 2,665 Finance leases Current portion of debt, net 184 — Noncurrent liabilities Operating leases Operating lease liabilities, noncurrent 229,838 197,295 Finance leases Long-term debt, net 676 — Total lease liabilities $ 233,129 $ 199,960 The components of lease costs and classification within the unaudited Condensed Consolidated Statements of Operations were as follows: Three Months Ended Nine Months Ended (in thousands) 2022 2021 2022 2021 Operating lease costs Capitalized to inventory $ 7,649 $ 5,040 $ 21,485 $ 14,154 General and administrative expenses 686 1,316 1,945 3,906 Total operating lease costs $ 8,335 $ 6,356 $ 23,430 $ 18,060 Finance lease costs Amortization of leased assets (1) $ 26 $ — $ 26 $ — Interest on lease liabilities 13 — 13 — Total finance lease costs $ 39 $ — $ 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, 2022 and December 31, 2021, $6,348 and $4,393, respectively, of lease costs remained capitalized in inventory. We recognized a gain of $145 during the nine months ended September 30, 2022 related to lease terminations, which is included in “General and administrative expenses” on the unaudited Condensed Consolidated Statement of Operations. The following table presents information on short-term and variable lease costs: Three Months Ended Nine Months Ended (in thousands) 2022 2021 2022 2021 Total short-term and variable lease costs $ 1,404 $ 839 $ 3,873 $ 1,665 Sublease income generated during the three and nine months ended September 30, 2022 and 2021 was immaterial. The following table includes supplemental cash and non-cash information related to our leases: Nine Months Ended (in thousands) 2022 2021 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 22,987 $ 16,310 Operating cash flows from finance leases 13 — Financing cash flows from finance leases 23 — ROU assets obtained in exchange for new lease obligations Operating leases $ 35,774 $ 41,498 Finance leases 883 — The following table summarizes the weighted-average remaining lease term and discount rate: September 30, 2022 December 31, 2021 Weighted-average remaining term (years) Operating leases 15.3 15.8 Finance leases 3.9 — Weighted-average discount rate Operating leases 14.8 % 12.7 % Finance leases 13.2 % — 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, 2022 are as follows: (in thousands) Operating Lease Liabilities Finance Lease Liabilities Remainder of 2022 $ 8,260 $ 71 2023 33,837 286 2024 34,789 286 2025 35,768 286 2026 36,382 168 Thereafter 478,227 — Total lease payments 627,263 1,097 Less: imputed interest 394,994 237 Present value of lease liabilities $ 232,269 $ 860 As of September 30, 2022, we have entered into operating lease arrangements which are effective for future periods. The total amount of ROU lease assets and lease liabilities related to these arrangements is approximately $3,100. Lease Amendments In March 2022, we amended the leases related to our Athol, Massachusetts and Lansing, Michigan cultivation facilities to increase the tenant improvement allowance for each, which resulted in increased rent amounts. We accounted for the amendments as lease modifications and remeasured each ROU asset and lease liability as of the amendment dates. The modifications resulted in a total additional tenant improvement allowance of $19,300, a reduction of $22,483 to total ROU assets, and a reduction of $3,183 to total lease liabilities. Sale Leaseback Transactions In February 2022, the Company sold and subsequently leased back one of its capital assets in New Jersey for total proceeds of $35,400, 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 $33,707 and an ROU asset of $29,107, which was recorded net of a $4,600 tenant improvement allowance . In June 2022, the Company sold and subsequently leased back two of its capital assets in Pennsylvania for total proceeds of $3,825, excluding transaction costs. Each transaction met the criteria for sale leaseback treatment. The leases were recorded as operating leases and resulted in a total lease liability and ROU asset of $2,102. Each of the lease agreements provide for a capital expenditure allowance of up to $3,000. The rent payments due under each lease will increase by a percentage of the capital expenditure allowance as funding occurs, and, therefore, each lease will be reassessed and remeasured as a modification upon such funding. During the three months ended September 30, 2022, we received a total of $3,215 under the capital expenditure allowance that was recorded as a tenant improvement allowance and resulted in $1,663 of additional lease liabilities based on the modified lease terms and a net gain of $279 during the three and nine months ended September 30, 2022, which is included in “General and administrative expenses” on the unaudited Condensed Consolidated Statement of Operations. 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 2022 2023 2024 2025 2026 Thereafter Total Cash payments due under financing liabilities $ 529 $ 2,143 $ 2,206 $ 2,271 $ 2,338 $ 6,811 $ 16,298

DEBT

DEBT	9 Months Ended
	Sep. 30, 2022
Debt Disclosure [Abstract]
DEBT	DEBT (in thousands) September 30, 2022 December 31, 2021 2021 Credit Facility (1) $ 275,000 $ 210,000 Sellers’ Notes (2) 28,152 39,116 Finance liabilities (3) 17,750 17,750 Finance leases (4) 860 — Total debt $ 321,762 $ 266,866 Current portion of debt 19,492 27,980 Less: unamortized deferred financing costs 25 40 Current portion of debt, net $ 19,467 $ 27,940 Long-term debt 302,270 238,886 Less: unamortized deferred financing costs 11,301 8,040 Long-term debt, net $ 290,969 $ 230,846 (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 (refer to Note 12, “Stockholders’ Equity,” for additional information). 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 nine months ended September 30, 2022, 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, 2022. 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, 2022, we repaid $24,839 to the former owners of two entities that we previously acquired, which is included in “Current portion of debt, net” on the unaudited Condensed Consolidated Balance Sheet at December 31, 2021. A total of $8,000, with an interest rate of 13% per annum, remains due to the former owners of one entity that we previously acquired and is included on the unaudited Condensed Consolidated Balance Sheets under the caption “Current portion of debt, net” at September 30, 2022 and Long-term debt, net” at December 31, 2021. Additionally, as further described in Note 4, “Acquisitions,” a total of $8,100 of sellers’ notes related to the acquisition of two additional licenses in Illinois is included in “Current portion of debt, net” at September 30, 2022 and $8,060 related to the OPA acquisition is included in Long-term debt, net at September 30, 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. This discount will be accreted to interest expense over the expected term. Additionally, at September 30, 2022, $3,992 remains due under the purchase of a previous non-controlling interest, of which $3,208 and $784 is included in “Current portion of debt, net” and “Long-term debt, net” respectively on the unaudited Condensed Consolidated Balance Sheet. At December 31, 2021, $3,140 and $3,136 is included in “Current portion of debt, net” and “Long-term debt, net” respectively. (3) Finance liabilities related to failed sale leaseback transactions. See Note 10, “Leases,” for additional information. (4) Liabilities related to finance leases. See Note 10, “Leases,” for additional information. Debt Maturities During the nine months ended September 30, 2022, we repaid $24,839 of sellers’ notes related to two previous acquisitions and $2,289 of sellers’ notes related to the former owners of a previous non-controlling interest. At September 30, 2022, the following cash payments are required under our debt arrangements: (in thousands) Remainder of 2022 2023 2024 2025 2026 Total Sellers’ notes (1) $ 853 $ 19,243 $ — $ — $ 11,000 $ 31,096 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, 2022 and 2021 consisted of the following: Three Months Ended Nine Months Ended (in thousands) 2022 2021 2022 2021 Cash interest $ 6,847 $ 4,623 $ 17,677 $ 11,948 Accretion 1,053 610 2,288 9,148 Loss on extinguishment of debt (1) — 6,637 2,180 6,637 Interest on financing liability (2) 521 506 1,553 1,507 Interest on finance leases 13 — 13 — Non-cash interest related to beneficial conversion feature (3) — — — 27,361 Total $ 8,434 $ 12,376 $ 23,711 $ 56,601 (1) The amounts recorded for the 2021 periods include $1,656 of pre-payment fees and additional cash interest payments and $4,981 of non-cash components, including the write-off of unamortized deferred financing costs. (2) Interest on financing liability related to failed sale leaseback transactions. See Note 10, “Leases,” for additional details.

STOCKHOLDERS_ EQUITY

STOCKHOLDERS’ EQUITY	9 Months Ended
	Sep. 30, 2022
Equity [Abstract]
STOCKHOLDERS’ EQUITY	STOCKHOLDERS’ EQUITY Following the Conversion, the Company has authorized 750,000 shares of Class A common stock with a par value of $0.001 per share, 100 shares of Class B common stock with a par value of $0.001 per share, and 10,000 shares of preferred stock with a par value of $0.001 per share. Holders of each share of Class A common stock are entitled to one vote per share and holders of Class B common stock are entitled to 1,000 votes per share. Holders of Class A common stock and Class B common stock will vote together as a single class on all matters (including the election of directors) submitted to a vote of stockholders, unless otherwise required by law or our certificate of incorporation. Each share of Class B common stock is convertible at any time into one share of Class A common stock at the option of the holder. In addition, each share of Class B common stock will automatically convert into one share of Class A common stock on May 4, 2026, the final conversion date. Each share of Class B common stock will convert automatically into one share of Class A common stock upon any transfer, whether or not for value, except for certain transfers described in our certificate of incorporation, including, without limitation, transfers for tax and estate planning purposes, so long as the transferring holder of Class B common stock continues to hold exclusive voting and dispositive power with respect to any such transferred shares. Once converted into a share of Class A common stock, a converted share of Class B common stock will not be reissued, and following the conversion of all outstanding shares of Class B common stock, no further shares of Class B common stock will be issued. Subject to preferences that may apply to any shares of preferred stock outstanding at the time and any contractual limitations, such as our credit agreements, the holders of our common stock will be entitled to receive dividends out of funds then legally available, if any, if our board of directors (the “Board”), in its discretion, determines to issue dividends and then only at the times and in the amounts that our Board may determine. If a dividend is paid in the form of a Class A common stock or Class B common stock, then holders of Class A common stock shall receive Class A common stock and holders of Class B common stock shall receive Class B common stock. In the event of a liquidation, dissolution, or winding up, holders of Class A common stock and Class B common stock will be entitled to share ratably in the net assets legally available for distribution to stockholders after the payment of all our debts and other liabilities and the satisfaction of any liquidation preference granted to the holders of any then-outstanding shares of preferred stock. In the event of any change of control transaction in respect of the Company, shares of our Class A common stock and Class B common stock shall be treated equally, ratably, and identically, on a per share basis, with respect to any consideration into which such shares are converted or any consideration paid or otherwise distributed to stockholders of the Company, unless different treatment of the shares of each class is approved by the affirmative vote of the holders of a majority of the outstanding shares of Class A common stock and Class B common stock, each voting separately as a class. Immediately prior to the Conversion, the Company was authorized to issue Common Units, Preferred Units, and Restricted Common Units (see Note 13, “Equity-Based Compensation Expense”), all with no par value. Preferred Units collectively included Series Seed Preferred Units, Series Seed+ Preferred Units, and Real Estate Preferred Units, unless otherwise specified. These share classes are included within “Additional Paid-In Capital” in the unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity on an as-converted to historical common units basis. In conjunction with the Conversion, each historical common unit then-outstanding converted into one share of Class A common stock, except 65 units that were allocated to shares of Class B common stock. On May 4, 2021, the Company completed an IPO of its Class A common stock, in which it issued and sold 10,000 shares of Class A common stock at a price of $8.00 per share. On May 7, 2021, the underwriters exercised their over-allotment option in full and we issued and sold an additional 1,500 shares of Class A common stock. We received total net proceeds of approximately $86,065 after deducting underwriting discounts and commissions and certain other direct offering expenses paid by us. In conjunction with the IPO, each Real Estate Preferred Unit converted into Class A common stock at a rate of one plus 1.5x, divided by the IPO price of $8.00 per share, for a total of 26,221 shares of Class A common stock. The additional 3,420 shares issued per the conversion feature was considered a contingent beneficial conversion feature and was recognized when the conversion event occurred and the contingency was resolved, for a total non-cash interest charge of $27,361. Each Series Seed Preferred Unit and Series Seed+ Preferred Unit converted into shares of Class A common stock on a one-for-one basis. Additionally, the then-outstanding convertible promissory notes, plus accrued interest, converted into a total of 37,388 shares of Class A common stock. The following table summarizes the total shares of Class A common stock and Class B common stock outstanding as of September 30, 2022 and December 31, 2021: (in thousands) September 30, 2022 December 31, 2021 Shares of Class A common stock 187,904 171,521 Shares of Class B common stock 65 65 Total 187,969 171,586 Warrants The following table summarizes the warrants activity during the nine months ended September 30, 2022: Number of Warrants (in thousands) Weighted-Average Exercise Price Weighted-Average Remaining Exercise Period (years) Aggregate Intrinsic Value (in thousands) (1) Outstanding, December 31, 2021 (2) 3,531 $ 4.00 2.0 $ 9,216 Granted (3) 3,130 3.10 Expired (796) 4.00 Outstanding, September 30, 2022 5,865 $ 3.52 3.0 $ — (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) In conjunction with the Conversion, the holders of warrants to acquire 3,531 common units at an exercise price of $4.00 received warrants to acquire an equal number of shares of Class A common stock (the “Historical Warrants”). The Historical Warrants are equity-classified instruments, are subject to customary anti-dilution adjustments, are stand-alone instruments, and are not part of the terms of the notes with which they were originally issued (as applicable). The Historical Warrants had an estimated total fair value of $237 at issuance, which was calculated using a Black-Scholes model. The fair value per Historical Warrant ranged from $0.02 to $0.10 and significant assumptions used in the calculation included volatility ranging from 69.2% to 108.4% and risk-free rates ranging from 0.17% to 2.17%. (3) In June 2022, in connection with the 2022 Loans (refer to Note 11, “Debt”), the Company issued warrants to purchase up to 3,130 shares of Class A common stock (the “2022 Warrants”). Each warrant is exercisable for one share of Class A common stock at an exercise price of $3.10 per share. The 2022 Warrants are immediately exercisable and have a four year term. The 2022 Warrants had a total estimated fair value of $2,639 at issuance, which was calculated using a Black-Scholes model. The fair value per 2022 Warrant was $0.84 and significant assumptions used in the calculation included volatility of 70% and a risk-free rate of 3.0%. Cashless exercise is permitted only if there is no effective registration statement registering the resale of the shares issued upon exercise. The Company will have the option to require the holders to exercise the 2022 Warrants if, after the first anniversary of the issuance, the 30-day volume-weighted average price of the Company’s Class A common stock exceeds $6.50 per share. The 2022 Warrants are equity-classified instruments, are subject to customary anti-dilution adjustments, are stand-alone instruments, and are not part of the notes with which they were issued. No warrants were exercised during the three and nine months ended September 30, 2022.

EQUITY-BASED COMPENSATION EXPEN

EQUITY-BASED COMPENSATION EXPENSE	9 Months Ended
	Sep. 30, 2022
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 issued under the plan as of September 30, 2022. The Awards generally vest over two In conjunction with the Conversion, the holders of the restricted common units issued under the 2020 Plan received one restricted share of Class A common stock (a “Restricted Common Share”) for each restricted common unit held immediately prior to the Conversion. The following table summarizes the restricted common shares activity during the nine months ended September 30, 2022: (in thousands) Restricted Common Shares Unvested, December 31, 2021 1,653 Vested (995) Forfeited (16) Unvested, September 30, 2022 642 As of September 30, 2022, total unrecognized compensation cost related to the restricted common shares was $114, which is expected to be recognized over a weighted-average remaining period of 0.6 years. 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. As of September 30, 2022, there were 5,896 shares of Class A common stock available for grant for future equity-based compensation awards under the 2021 Plan. Activity related to awards issued under the 2021 Plan is further described below. As of September 30, 2022, no SAR Awards and no RSAs have been granted under the 2021 Plan. Stock Options The following table summarizes stock option activity during the nine months ended September 30, 2022: 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, 2021 — $ — — $ — Granted 2,374 $ 3.38 Forfeited (249) $ 4.10 Outstanding, September 30, 2022 2,125 $ 3.30 4.65 $ — (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, 2022 and no options are exercisable as of September 30, 2022. Total unrecognized stock-based compensation expense related to unvested options was $3,081 as of September 30, 2022, which is expected to be recognized over a weighted-average remaining period of 3.6 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, 2022 was calculated on the date of grant using the following weighted-average assumptions: Nine Months Ended Risk-free interest rate 2.8 % 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, 2022 was $1.65 per share. Restricted Stock Units The following table summarizes the RSU activity during the nine months ended September 30, 2022: Number of Shares (in thousands) Weighted-Average Grant Date Fair Value per Share Unvested, December 31, 2021 6,329 $ 10.48 Granted 4,993 3.33 Vested (1) (3,844) 6.35 Forfeited (1,041) 6.57 Unvested, September 30, 2022 6,437 $ 7.79 (1) Includes 1,356 vested shares that were withheld to cover tax obligations and were subsequently canceled. As of September 30, 2022, total unrecognized compensation cost related to the RSUs was $42,814, which is expected to be recognized over a weighted-average remaining period of 2.7 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 Nine Months Ended (in thousands) 2022 2021 2022 2021 RSUs (1) $ 5,829 $ 3,727 $ 17,081 $ 3,727 Restricted Common Shares 28 266 232 4,464 Stock Options 175 — 349 — Total equity-based compensation expense $ 6,032 $ 3,993 $ 17,662 $ 8,191 (1) Includes RSUs issued for the 2021 annual performance bonus, which is included within “Accounts payable and accrued liabilities” on the unaudited Condensed Consolidated Balance Sheet at December 31, 2021. These RSUs vested at issuance with a value of $7,959, which reflects a change in estimate of $632 that is included as a reduction to equity-based compensation expense and is included within “General and administrative expenses” on the unaudited Condensed Consolidated Statements of Operations for the nine months ended September 30, 2022. This amount also includes $1,487 and $3,232 recognized during the three and nine months ended September 30, 2022, respectively, for the 2022 annual performance bonus, which is included within “Accounts payable and accrued liabilities” on the unaudited Condensed Consolidated Balance Sheet at September 30, 2022 . Of the total equity-based compensation expense, $2,279 and $7,517 was capitalized to inventory during the three and nine months ended September 30, 2022, respectively, and $1,406 was capitalized during each of the three and nine months ended September 30, 2021. As of September 30, 2022 and December 31, 2021, $2,278 and $4,814, respectively, remains capitalized in inventory. During the three and nine months ended September 30, 2022, we recognized $3,753 and $10,145, respectively, within “General and administrative expenses” on the unaudited Condensed Consolidated Statements of Operations and we recognized $2,891 and $10,053, respectively, within “Cost of goods sold.” During the three and nine months ended September 30, 2021, we recognized $2,587 and $6,785, respectively, within “General and administrative expenses” and we recognized $349 within “Cost of goods sold” during each of the three and nine months ended September 30, 2021. 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, 2022.

INCOME TAXES

INCOME TAXES	9 Months Ended
	Sep. 30, 2022
Income Tax Disclosure [Abstract]
INCOME TAXES	INCOME TAXES Three Months Ended Nine Months Ended ($ in thousands) 2022 2021 2022 2021 Loss before income taxes $ (5,684) $ (719) $ (36,092) $ (72,868) Income tax expense 11,178 12,307 29,757 33,278 Effective tax rate (196.7) % (1,711.7) % (82.4) % (45.7) % Gross profit $ 36,636 $ 40,954 $ 93,051 $ 105,137 Effective tax rate on gross profit 30.5 % 30.1 % 32.0 % 31.7 % Since the Company operates in the cannabis industry, it is subject to the limitations of Internal Revenue Code (“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. As such, the effective tax rate for the three and nine months ended September 30, 2022 varies from the effective tax rate for the three and nine months ended September 30, 2021 due to the tax-effected change in nondeductible expenses under IRC Section 280E as a proportion of pre-tax loss during the period. 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 AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 2022
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. In conjunction with the OCC acquisition (see Note 4, “Acquisitions”) in December 2021, the Company entered into a supply agreement with a producer and supplier of medical marijuana products in Ohio (the “Ohio Supply Agreement”) with an initial expiration date of August 2028. Under the Ohio Supply Agreement, the Company will purchase products from the supplier that results in 7.5% of the Company’s monthly gross sales of all products in its Ohio dispensaries for the first five years, and 5% for the remaining term. The Company can establish the selling price of the products and the purchases are made at the lowest then-prevailing wholesale market price of products sold by the supplier to other dispensaries in Ohio. 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, 2022 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, 2022 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. Stockholder Dispute On May 28, 2021, Senvest Management, LLC, Hadron Capital (Cayman) LTD., and Measure8 Venture Partners, LLC (collectively, the “Claimants”), as former holders of convertible notes issued and sold by the Company (the “AWH Convertible Promissory Notes”) pursuant to the Company’s convertible note purchase agreement dated as of June 12, 2019 (the “2019 Convertible Note Purchase Agreement”), filed an arbitration demand, which was subsequently amended on July 28, 2021 (the “Arbitration Demand”), against the Company and its Chief Executive Officer at that time, Abner Kurtin, before the American Arbitration Association. In their Arbitration Demand, the Claimants take issue with the April 22, 2021 amendment of the terms of the 2019 Convertible Note Purchase Agreement (the “Amended Notes Consent”), which was approved by holders of approximately 66% of the principal amount of the AWH Convertible Promissory Notes, in excess of the simple majority required to amend the AWH Convertible Promissory Notes. The Amended Notes Consent set the conversion price of the AWH Convertible Promissory Notes at $2.96 per share. The Claimants alleged that the Amended Notes Consent was obtained improperly and is void. The Company disputed the Claimants’ allegations and contended that the Amended Notes Consent was properly obtained in accordance with the terms of the AWH Convertible Promissory Notes and 2019 Convertible Note Purchase Agreement and the Amended Notes Consent was binding on all holders of the AWH Convertible Promissory Notes. The Company, Mr. Kurtin, and the Claimants entered into a settlement agreement, dated April 29, 2022, whereby the Company agreed to pay the Claimants a total of $5,000. This amount is included within “Settlement expense” on the unaudited Condensed Consolidated Statements of Operations in the Financial Statements for the nine months ended September 30, 2022 and was paid in May 2022. 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 MedMenNY, 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, requesting specific performance that the transactions contemplated by the Investment Agreement must move forward, and such other relief as the court may deem appropriate. On January 24, 2022, MedMen filed an answer and counterclaims against the Company. On February 14, 2022, the Company filed a first amended complaint, not only seeking specific performance but also damages related to MedMen’s breaches of the Investment Agreement. On that same day, the Company also filed a motion to dismiss the counterclaims. On March 7, 2022, MedMen filed an amended answer and counterclaims against the Company. On March 28, 2022, the Company moved to dismiss MedMen’s amended counterclaims. That motion remains pending. On May 10, 2022, the Company and MedMen signed a term sheet, pursuant to which 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 entail, 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 receive a 99.99% controlling interest of MMNY and the Company would pay MedMen $74,000, which reflects the original transaction consideration plus an additional $11,000 per the parties’ term sheet. The Company already paid $4,000 as a deposit. 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 has not materially changed since December 31, 2021 and an acknowledgement that the representations and warranties from the Investment Agreement will survive for three months after the closing of the contemplated transactions. The Company has determined that MedMen cannot make or provide the representations and warranties MedMen would have been required to make as part of the contemplated transactions. Therefore, the Company no longer intends to consummate the contemplated transactions. On September 30, 2022, the Company filed a motion for leave to file a second amended complaint. The second amended complaint no longer seeks specific performance that MedMen be required to close the transactions contemplated by the Investment Agreement. The second amended complaint, however, continues to seek damages against MedMen, including, but not limited to, the return of the deposit, working capital advances, and capital expenditure advances paid to MMNY by the Company as well as other damages for MedMen’s failure to close the contemplated transactions. The motion remains pending. In addition, MedMen has notified the Company that MedMen anticipates seeking leave to file second amended counterclaims against the Company, but it has not yet done so. Following the Company’s decision to no longer consummate the contemplated transactions, the Company expensed a total of $1,704 of capitalized costs, primarily consisting of capital expenditures or deposits that were incurred for certain locations. This write-off is included within “General and administrative expenses” on the unaudited Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2022 and within “Other” on the unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2022.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	9 Months Ended
	Sep. 30, 2022
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	RELATED PARTY TRANSACTIONSThere were no significant related party transactions during the nine months ended September 30, 2022, other than as disclosed in Note 6, “Notes Receivable.”

SUPPLEMENTAL INFORMATION

SUPPLEMENTAL INFORMATION	9 Months Ended
	Sep. 30, 2022
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, 2022 December 31, 2021 Prepaid expenses $ 5,993 $ 7,508 Deposits and other receivables 4,172 5,177 Construction deposits 3,180 3,263 Tenant improvement allowance 500 2,507 Other 2,872 6,376 Total $ 16,717 $ 24,831 The following table presents supplemental information regarding our accounts payable and accrued liabilities: (in thousands) September 30, 2022 December 31, 2021 Accounts payable $ 21,731 $ 5,536 Acquisition-related liabilities 16,414 — Fixed asset purchases 7,324 15,682 Accrued payroll and related expenses 6,442 11,760 Accrued interest 766 187 Other 4,275 6,809 Litigation settlement — 5,480 Total $ 56,952 $ 45,454 The following table presents supplemental information regarding our general and administrative expenses: Three Months Ended Nine Months Ended (in thousands) 2022 2021 2022 2021 Compensation $ 16,276 $ 13,434 $ 46,592 $ 37,140 Rent and utilities 5,137 6,443 16,648 16,089 Professional services 3,408 3,158 13,573 12,945 Depreciation and amortization 3,272 2,520 9,061 7,409 Insurance 1,554 1,127 4,323 3,165 Marketing 882 783 2,505 2,188 (Gain) loss on sale of assets (296) 649 450 649 Other 3,926 1,227 7,807 5,514 Total $ 34,159 $ 29,341 $ 100,959 $ 85,099

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2022
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	SUBSEQUENT EVENTS Management has evaluated subsequent events to determine if events or transactions occurring through the filing date of this Quarterly Report on Form 10-Q require adjustment to or disclosure in the Company’s Financial Statements. There were no events that require adjustment to or disclosure in the Financial Statements, except as disclosed. Acquisition Effective October 14, 2022, the Company acquired Marichron, a medical cannabis processor in Ohio, for total consideration of approximately $2,750, consisting of cash consideration of $1,750, of which $1,500 was previously funded under a promissory note, and settlement of approximately $1,000 due under a working capital loan, subject to final adjustment. Refer to Note 6, “Notes Receivable,” for additional information regarding the promissory note and working capital loan.

BASIS OF PRESENTATION AND SIG_2

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2022
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, 2021 (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 (“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, 2022.
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. 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.
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.
Reclassifications	ReclassificationsCertain prior year amounts have been reclassified to conform with our current period presentation. These changes had no impact on our previously reported net loss.
Cash and Cash Equivalents and Restricted Cash	Cash and Cash Equivalents and Restricted CashAs of September 30, 2022 and December 31, 2021, 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, 2022 and 2021, we had no transfers of assets or liabilities between any of the hierarchy levels.
Basic and Diluted Loss per Share	Basic and Diluted 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. EPS and weighted-average shares outstanding for the three and nine months ended September 30, 2022 and 2021 have been computed on the basis of treating the historical common unit equivalents previously outstanding as shares of Class A common stock, as such historical units converted into shares of Class A common stock in the Conversion. Basic EPS is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted EPS reflects potential dilution and is computed by dividing net 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 in the current and prior year include incremental shares of common stock issuable upon the exercise of warrants, unvested restricted stock awards, and unvested restricted stock units, in addition to stock options that are outstanding in the current year. At September 30, 2022 and 2021, 15,069 and 10,827 shares of common stock equivalents, respectively, were excluded from the calculation of diluted EPS because their inclusion would have been anti-dilutive.
Recently Adopted and Recently Issued Accounting Standards	Recently Adopted Accounting Standards Debt In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity , which simplifies the accounting for convertible instruments by reducing the number of accounting models available for convertible debt instruments. This guidance also eliminates the treasury stock method to calculate diluted earnings per share for convertible instruments and requires the use of the if-converted method. ASU 2020-06 became effective for us on January 1, 2022 and did not have a significant impact on our consolidated financial statements upon adoption. Modification or Exchanges of Freestanding Equity-Classified Written Call Options In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt – Modifications and Extinguishments (Subtopic 470-50), Compensation – Stock Compensation (Topic 718), and Derivatives and Hedging – Contracts in an Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting For Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options, (“ASU 2021-04”). ASU 2021-04 provides clarification and reduces diversity in an issuer’s accounting for certain modifications or exchanges of freestanding equity-classified written call options, such as warrants, that remain equity classified after modification or exchange. ASU 2021-04 became effective for us on January 1, 2022 and did not have a significant impact on our consolidated financial statements upon adoption. Recently Issued Accounting Pronouncements The following standards have been recently issued by the 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. Financial Instruments In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , (“ASU 2016-13”). ASU 2016-13 replaces the existing 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 will result in earlier recognition of credit losses than the current “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. ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments – Credit Losses , was issued in November 2019 to clarify, improve, and amend certain aspects of ASU 2016-13, such as disclosures related to accrued interest receivables and the estimation of credit losses associated with financial assets secured by collateral. ASU 2020-03, Codification Improvements to Financial Instruments , was issued in March 2020 to improve and clarify various financial instruments topics, including the CECL standard issued in 2016. The ASU includes seven different issues that describe the areas of improvement and the related amendments to U.S. GAAP, intended to make the standards easier to understand and apply by eliminating inconsistencies and providing clarifications. Certain amendments contained within this update were effective upon issuance and had no material impact on our Financial Statements. ASU 2016-13 and its related ASUs are effective for us beginning January 1, 2023. We are currently evaluating the impact of this guidance on our consolidated financial statements. 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 may be adopted as reference rate reform activities occur through December 31, 2022. We have not yet applied any of the expedients and exceptions and do not expect this guidance to have a material impact on our consolidated financial statements.

REPORTABLE SEGMENTS AND REVEN_2

REPORTABLE SEGMENTS AND REVENUE (Tables)	9 Months Ended
	Sep. 30, 2022
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 Nine Months Ended (in thousands) 2022 2021 2022 2021 Retail revenue $ 82,793 $ 63,517 $ 221,639 $ 167,076 Wholesale revenue 51,466 41,526 131,513 111,341 134,259 105,043 353,152 278,417 Elimination of inter-company revenue (23,021) (10,661) (59,325) (34,531) Total revenue, net $ 111,238 $ 94,382 $ 293,827 $ 243,886

ACQUISITIONS (Tables)

ACQUISITIONS (Tables)	9 Months Ended
	Sep. 30, 2022
Business Combination and Asset Acquisition [Abstract]
Schedule of Business Acquisition, Pro Forma Information	The following table summarizes the revenue and net (loss) income related to Hemma, BCCO, and OCC that is included in our consolidated results for the three and nine months ended September 30, 2022. Three Months Ended September 30, 2022 (in thousands) Hemma BCCO OCC Revenue, net $ 130 $ 1,852 $ 1,349 Net (loss) income (379) 478 153 Nine Months Ended September 30, 2022 (in thousands) Hemma BCCO OCC Revenue, net $ 577 $ 5,513 $ 4,072 Net (loss) income (1,619) 1,256 511
Schedule of Asset Acquisition	The total acquisition cost was $100,203, as summarized in the table below, and was allocated to the license intangible asset acquired. The license will be amortized in accordance with the Company’s policy once operations commence. (in thousands) Equity consideration (1) $ 42,957 Cash consideration 10,170 Geisinger funding commitment (2) 40,000 Other liabilities assumed (3) 5,130 Forgiveness of bridge loan (4) 1,349 Transaction costs 595 Cost of initial investment 2 Total $ 100,203 (1) Comprised of 12,900 shares of Class A common stock with a fair value of $42,957 at issuance. (2) Of the total funding commitment, $15,000 was paid in April 2022 and $15,000 is due in April 2023 and is included within “Accounts payable and other accrued liabilities” on the unaudited Condensed Consolidated Balance Sheet at September 30, 2022. An additional $10,000 is due annually from the third anniversary of the transaction through the tenth anniversary based on a percentage of revenue (after operations commence) and is included within “Other non-current liabilities” on the unaudited Condensed Consolidated Balance Sheet at September 30, 2022. (3) Liabilities related to two consulting agreements assumed in the transaction. A total of $2,772 related to one agreement was paid during the second quarter of 2022. A total of $944 due under the second agreement was paid during the nine months ended September 30, 2022 and a total of $1,414 is due, in quarterly payments, through June 2023 and is included within “Accounts payable and other accrued liabilities” on the unaudited Condensed Consolidated Balance Sheet at September 30, 2022. (4) Refer to Note 6, “Notes Receivable,” for additional information on the bridge loan agreement.

INVENTORY (Tables)

INVENTORY (Tables)	9 Months Ended
	Sep. 30, 2022
Inventory Disclosure [Abstract]
Schedule of Inventory, Current	The components of inventory are as follows: (in thousands) September 30, 2022 December 31, 2021 Materials and supplies $ 17,968 $ 8,899 Work in process 41,984 28,235 Finished goods 32,112 28,454 Total $ 92,064 $ 65,588

NOTES RECEIVABLE (Tables)

NOTES RECEIVABLE (Tables)	9 Months Ended
	Sep. 30, 2022
Receivables [Abstract]
Schedule of Notes Receivable	(in thousands) September 30, 2022 December 31, 2021 MMNY - working capital loan (1) $ 2,422 $ 2,422 Marichron - note receivable (2) 1,500 1,500 Marichron - working capital loan (2) 969 78 Other (3) 651 500 Total $ 5,542 $ 4,500 (1) 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 (2) In April 2019, the Company issued a $1,500 promissory note to Marichron Pharma LLC (“Marichron”), an unrelated third party, with a stated interest rate of 12% per year. The Company also entered into a working capital line of credit with Marichron, allowing for maximum borrowings of $1,000. The promissory note and working capital line of credit were issued in conjunction with a unit purchase option agreement that the parties entered into during 2019 and were issued to provide Marichron with additional funding for operations while awaiting state approval of the transaction. The Company submitted a license transfer application to the state in June 2022, which was approved in September 2022. Following the approval, the Company exercised its option under the unit purchase agreement and acquired Marichron effective October 14, 2022, as further described in Note 18, “Subsequent Events” and the total amounts outstanding were settled at closing. (3) In November 2021, the Company issued a bridge loan to Story of PA that provided for maximum borrowings of up to $16,000 with an interest rate of 9% per annum, which had an outstanding balance of $500 at December 31, 2021. Repayment was due at maturity in November 2023 or upon an event of default (as defined in the bridge loan agreement). In April 2022, the Company acquired the outstanding equity interests of Story of PA (refer to Note 4, “Acquisitions”) and settled the balance of $1,349 due under the bridge loan as additional consideration at closing. 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”), of which $651 is outstanding as of September 30, 2022. The Massachusetts Note accrues interest at a fixed annual rate of 11.5%. Following the opening of the borrower’s retail dispensary, 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.

PROPERTY AND EQUIPMENT (Tables)

PROPERTY AND EQUIPMENT (Tables)	9 Months Ended
	Sep. 30, 2022
Property, Plant and Equipment [Abstract]
Schedule of Property and Equipment	Property and equipment consists of the following: (in thousands) September 30, 2022 December 31, 2021 Leasehold improvements $ 150,861 $ 103,976 Furniture, fixtures, and equipment 57,940 49,058 Buildings 56,888 45,663 Construction in progress 35,260 60,986 Land 6,505 1,302 Property and equipment, gross 307,454 260,985 Less: accumulated depreciation 38,998 21,329 Property and equipment, net $ 268,456 $ 239,656

VARIABLE INTEREST ENTITIES (Tab

VARIABLE INTEREST ENTITIES (Tables)	9 Months Ended
	Sep. 30, 2022
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 that are included in the unaudited Condensed Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021 and in the unaudited Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2022 and 2021, 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. September 30, 2022 December 31, 2021 (in thousands) Ascend Illinois Ohio Patient Access Ascend Illinois Current assets $ 74,682 $ — $ 111,118 Other noncurrent assets 181,800 24,240 171,566 Current liabilities 82,809 108 71,264 Noncurrent liabilities 113,259 — 126,397 Equity 63,519 — 41,873 Three Months Ended Three Months Ended (in thousands) Ascend Illinois Ohio Patient Access Ascend Illinois Revenue, net $ 68,346 $ — $ 75,470 Net income 8,834 — 9,167 Nine Months Ended Nine Months Ended (in thousands) Ascend Illinois Ohio Patient Access Ascend Illinois Revenue, net $ 197,152 $ — $ 198,291 Net income 22,034 — 25,590

INTANGIBLE ASSETS AND GOODWILL

INTANGIBLE ASSETS AND GOODWILL (Tables)	9 Months Ended
	Sep. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Finite-Lived Intangible Assets	Intangible Assets (in thousands) September 30, 2022 December 31, 2021 Finite-lived intangible assets Licenses and permits $ 188,268 $ 55,281 In-place leases 19,963 19,963 Trade names 380 380 208,611 75,624 Accumulated amortization: Licenses and permits (9,600) (5,415) In-place leases (12,205) (10,558) Trade names (380) (380) (22,185) (16,353) Total intangible assets, net $ 186,426 $ 59,271
Schedule of Goodwill	Goodwill (in thousands) Balance, December 31, 2021 $ 42,967 Adjustments to purchase price allocation (1) 599 Balance, September 30, 2022 $ 43,566

LEASES (Tables)

LEASES (Tables)	9 Months Ended
	Sep. 30, 2022
Leases [Abstract]
Schedule of Components of Lease Assets and Lease Liabilities	The components of lease assets and lease liabilities and their classification on our unaudited Condensed Consolidated Balance Sheets were as follows: (in thousands) Classification September 30, 2022 December 31, 2021 Lease assets Operating leases Operating lease right-of-use assets $ 109,085 $ 103,958 Finance leases Property and equipment, net 956 — Total lease assets $ 110,041 $ 103,958 Lease liabilities Current liabilities Operating leases Operating lease liabilities, current $ 2,431 $ 2,665 Finance leases Current portion of debt, net 184 — Noncurrent liabilities Operating leases Operating lease liabilities, noncurrent 229,838 197,295 Finance leases Long-term debt, net 676 — Total lease liabilities $ 233,129 $ 199,960
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 Nine Months Ended (in thousands) 2022 2021 2022 2021 Operating lease costs Capitalized to inventory $ 7,649 $ 5,040 $ 21,485 $ 14,154 General and administrative expenses 686 1,316 1,945 3,906 Total operating lease costs $ 8,335 $ 6,356 $ 23,430 $ 18,060 Finance lease costs Amortization of leased assets (1) $ 26 $ — $ 26 $ — Interest on lease liabilities 13 — 13 — Total finance lease costs $ 39 $ — $ 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 Nine Months Ended (in thousands) 2022 2021 2022 2021 Total short-term and variable lease costs $ 1,404 $ 839 $ 3,873 $ 1,665
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 (in thousands) 2022 2021 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 22,987 $ 16,310 Operating cash flows from finance leases 13 — Financing cash flows from finance leases 23 — ROU assets obtained in exchange for new lease obligations Operating leases $ 35,774 $ 41,498 Finance leases 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, 2022 December 31, 2021 Weighted-average remaining term (years) Operating leases 15.3 15.8 Finance leases 3.9 — Weighted-average discount rate Operating leases 14.8 % 12.7 % Finance leases 13.2 % —
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, 2022 are as follows: (in thousands) Operating Lease Liabilities Finance Lease Liabilities Remainder of 2022 $ 8,260 $ 71 2023 33,837 286 2024 34,789 286 2025 35,768 286 2026 36,382 168 Thereafter 478,227 — Total lease payments 627,263 1,097 Less: imputed interest 394,994 237 Present value of lease liabilities $ 232,269 $ 860
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, 2022 are as follows: (in thousands) Operating Lease Liabilities Finance Lease Liabilities Remainder of 2022 $ 8,260 $ 71 2023 33,837 286 2024 34,789 286 2025 35,768 286 2026 36,382 168 Thereafter 478,227 — Total lease payments 627,263 1,097 Less: imputed interest 394,994 237 Present value of lease liabilities $ 232,269 $ 860
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 2022 2023 2024 2025 2026 Thereafter Total Cash payments due under financing liabilities $ 529 $ 2,143 $ 2,206 $ 2,271 $ 2,338 $ 6,811 $ 16,298

DEBT (Tables)

DEBT (Tables)	9 Months Ended
	Sep. 30, 2022
Debt Disclosure [Abstract]
Schedule of Debt Instruments	(in thousands) September 30, 2022 December 31, 2021 2021 Credit Facility (1) $ 275,000 $ 210,000 Sellers’ Notes (2) 28,152 39,116 Finance liabilities (3) 17,750 17,750 Finance leases (4) 860 — Total debt $ 321,762 $ 266,866 Current portion of debt 19,492 27,980 Less: unamortized deferred financing costs 25 40 Current portion of debt, net $ 19,467 $ 27,940 Long-term debt 302,270 238,886 Less: unamortized deferred financing costs 11,301 8,040 Long-term debt, net $ 290,969 $ 230,846 (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 (refer to Note 12, “Stockholders’ Equity,” for additional information). 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 nine months ended September 30, 2022, 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, 2022. 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, 2022, we repaid $24,839 to the former owners of two entities that we previously acquired, which is included in “Current portion of debt, net” on the unaudited Condensed Consolidated Balance Sheet at December 31, 2021. A total of $8,000, with an interest rate of 13% per annum, remains due to the former owners of one entity that we previously acquired and is included on the unaudited Condensed Consolidated Balance Sheets under the caption “Current portion of debt, net” at September 30, 2022 and Long-term debt, net” at December 31, 2021. Additionally, as further described in Note 4, “Acquisitions,” a total of $8,100 of sellers’ notes related to the acquisition of two additional licenses in Illinois is included in “Current portion of debt, net” at September 30, 2022 and $8,060 related to the OPA acquisition is included in Long-term debt, net at September 30, 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. This discount will be accreted to interest expense over the expected term. Additionally, at September 30, 2022, $3,992 remains due under the purchase of a previous non-controlling interest, of which $3,208 and $784 is included in “Current portion of debt, net” and “Long-term debt, net” respectively on the unaudited Condensed Consolidated Balance Sheet. At December 31, 2021, $3,140 and $3,136 is included in “Current portion of debt, net” and “Long-term debt, net” respectively. (3) Finance liabilities related to failed sale leaseback transactions. See Note 10, “Leases,” for additional information. (4) Liabilities related to finance leases. See Note 10, “Leases,” for additional information.
Schedule of Maturities of Debt	At September 30, 2022, the following cash payments are required under our debt arrangements: (in thousands) Remainder of 2022 2023 2024 2025 2026 Total Sellers’ notes (1) $ 853 $ 19,243 $ — $ — $ 11,000 $ 31,096 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, 2022 and 2021 consisted of the following: Three Months Ended Nine Months Ended (in thousands) 2022 2021 2022 2021 Cash interest $ 6,847 $ 4,623 $ 17,677 $ 11,948 Accretion 1,053 610 2,288 9,148 Loss on extinguishment of debt (1) — 6,637 2,180 6,637 Interest on financing liability (2) 521 506 1,553 1,507 Interest on finance leases 13 — 13 — Non-cash interest related to beneficial conversion feature (3) — — — 27,361 Total $ 8,434 $ 12,376 $ 23,711 $ 56,601 (1) The amounts recorded for the 2021 periods include $1,656 of pre-payment fees and additional cash interest payments and $4,981 of non-cash components, including the write-off of unamortized deferred financing costs. (2) Interest on financing liability related to failed sale leaseback transactions. See Note 10, “Leases,” for additional details.

STOCKHOLDERS_ EQUITY (Tables)

STOCKHOLDERS’ EQUITY (Tables)	9 Months Ended
	Sep. 30, 2022
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, 2022 and December 31, 2021: (in thousands) September 30, 2022 December 31, 2021 Shares of Class A common stock 187,904 171,521 Shares of Class B common stock 65 65 Total 187,969 171,586
Schedule Warrants	The following table summarizes the warrants activity during the nine months ended September 30, 2022: Number of Warrants (in thousands) Weighted-Average Exercise Price Weighted-Average Remaining Exercise Period (years) Aggregate Intrinsic Value (in thousands) (1) Outstanding, December 31, 2021 (2) 3,531 $ 4.00 2.0 $ 9,216 Granted (3) 3,130 3.10 Expired (796) 4.00 Outstanding, September 30, 2022 5,865 $ 3.52 3.0 $ — (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) In conjunction with the Conversion, the holders of warrants to acquire 3,531 common units at an exercise price of $4.00 received warrants to acquire an equal number of shares of Class A common stock (the “Historical Warrants”). The Historical Warrants are equity-classified instruments, are subject to customary anti-dilution adjustments, are stand-alone instruments, and are not part of the terms of the notes with which they were originally issued (as applicable). The Historical Warrants had an estimated total fair value of $237 at issuance, which was calculated using a Black-Scholes model. The fair value per Historical Warrant ranged from $0.02 to $0.10 and significant assumptions used in the calculation included volatility ranging from 69.2% to 108.4% and risk-free rates ranging from 0.17% to 2.17%. (3) In June 2022, in connection with the 2022 Loans (refer to Note 11, “Debt”), the Company issued warrants to purchase up to 3,130 shares of Class A common stock (the “2022 Warrants”). Each warrant is exercisable for one share of Class A common stock at an exercise price of $3.10 per share. The 2022 Warrants are immediately exercisable and have a four year term. The 2022 Warrants had a total estimated fair value of $2,639 at issuance, which was calculated using a Black-Scholes model. The fair value per 2022 Warrant was $0.84 and significant assumptions used in the calculation included volatility of 70% and a risk-free rate of 3.0%. Cashless exercise is permitted only if there is no effective registration statement registering the resale of the shares issued upon exercise. The Company will have the option to require the holders to exercise the 2022 Warrants if, after the first anniversary of the issuance, the 30-day volume-weighted average price of the Company’s Class A common stock exceeds $6.50 per share. The 2022 Warrants are equity-classified instruments, are subject to customary anti-dilution adjustments, are stand-alone instruments, and are not part of the notes with which they were issued.

EQUITY-BASED COMPENSATION EXP_2

EQUITY-BASED COMPENSATION EXPENSE (Tables)	9 Months Ended
	Sep. 30, 2022
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, 2022: (in thousands) Restricted Common Shares Unvested, December 31, 2021 1,653 Vested (995) Forfeited (16) Unvested, September 30, 2022 642 The following table summarizes the RSU activity during the nine months ended September 30, 2022: Number of Shares (in thousands) Weighted-Average Grant Date Fair Value per Share Unvested, December 31, 2021 6,329 $ 10.48 Granted 4,993 3.33 Vested (1) (3,844) 6.35 Forfeited (1,041) 6.57 Unvested, September 30, 2022 6,437 $ 7.79
Schedule of Stock Options Roll Forward	The following table summarizes stock option activity during the nine months ended September 30, 2022: 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, 2021 — $ — — $ — Granted 2,374 $ 3.38 Forfeited (249) $ 4.10 Outstanding, September 30, 2022 2,125 $ 3.30 4.65 $ — (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 Share-based Payment Award, Stock Options, Valuation Assumptions	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, 2022 was calculated on the date of grant using the following weighted-average assumptions: Nine Months Ended Risk-free interest rate 2.8 % Expected term (years) 3.75 Dividend yield 0 % Expected volatility 70.0 %
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 Nine Months Ended (in thousands) 2022 2021 2022 2021 RSUs (1) $ 5,829 $ 3,727 $ 17,081 $ 3,727 Restricted Common Shares 28 266 232 4,464 Stock Options 175 — 349 — Total equity-based compensation expense $ 6,032 $ 3,993 $ 17,662 $ 8,191 (1) Includes RSUs issued for the 2021 annual performance bonus, which is included within “Accounts payable and accrued liabilities” on the unaudited Condensed Consolidated Balance Sheet at December 31, 2021. These RSUs vested at issuance with a value of $7,959, which reflects a change in estimate of $632 that is included as a reduction to equity-based compensation expense and is included within “General and administrative expenses” on the unaudited Condensed Consolidated Statements of Operations for the nine months ended September 30, 2022. This amount also includes $1,487 and $3,232 recognized during the three and nine months ended September 30, 2022, respectively, for the 2022 annual performance bonus, which is included within “Accounts payable and accrued liabilities” on the unaudited Condensed Consolidated Balance Sheet at September 30, 2022 .

INCOME TAXES (Tables)

INCOME TAXES (Tables)	9 Months Ended
	Sep. 30, 2022
Income Tax Disclosure [Abstract]
Schedule of Effective Income Tax Rate Reconciliation	Three Months Ended Nine Months Ended ($ in thousands) 2022 2021 2022 2021 Loss before income taxes $ (5,684) $ (719) $ (36,092) $ (72,868) Income tax expense 11,178 12,307 29,757 33,278 Effective tax rate (196.7) % (1,711.7) % (82.4) % (45.7) % Gross profit $ 36,636 $ 40,954 $ 93,051 $ 105,137 Effective tax rate on gross profit 30.5 % 30.1 % 32.0 % 31.7 %

SUPPLEMENTAL INFORMATION (Table

SUPPLEMENTAL INFORMATION (Tables)	9 Months Ended
	Sep. 30, 2022
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, 2022 December 31, 2021 Prepaid expenses $ 5,993 $ 7,508 Deposits and other receivables 4,172 5,177 Construction deposits 3,180 3,263 Tenant improvement allowance 500 2,507 Other 2,872 6,376 Total $ 16,717 $ 24,831
Schedule of Accounts Payable and Accrued Liabilities	The following table presents supplemental information regarding our accounts payable and accrued liabilities: (in thousands) September 30, 2022 December 31, 2021 Accounts payable $ 21,731 $ 5,536 Acquisition-related liabilities 16,414 — Fixed asset purchases 7,324 15,682 Accrued payroll and related expenses 6,442 11,760 Accrued interest 766 187 Other 4,275 6,809 Litigation settlement — 5,480 Total $ 56,952 $ 45,454
Schedule of General and Administrative Expenses	The following table presents supplemental information regarding our general and administrative expenses: Three Months Ended Nine Months Ended (in thousands) 2022 2021 2022 2021 Compensation $ 16,276 $ 13,434 $ 46,592 $ 37,140 Rent and utilities 5,137 6,443 16,648 16,089 Professional services 3,408 3,158 13,573 12,945 Depreciation and amortization 3,272 2,520 9,061 7,409 Insurance 1,554 1,127 4,323 3,165 Marketing 882 783 2,505 2,188 (Gain) loss on sale of assets (296) 649 450 649 Other 3,926 1,227 7,807 5,514 Total $ 34,159 $ 29,341 $ 100,959 $ 85,099

THE COMPANY AND NATURE OF OPE_2

THE COMPANY AND NATURE OF OPERATIONS (Details)	Apr. 22, 2021 vote	Sep. 30, 2022 vote $ / shares shares	Dec. 31, 2021 $ / shares shares
Subsidiary, Sale of Stock [Line Items]
Stock split, conversion ratio	2
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
Number of common stock shares received for each restricted unit		1
Class A common stock
Subsidiary, Sale 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	1
Class B common stock
Subsidiary, Sale 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

BASIS OF PRESENTATION AND SIG_3

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details) - shares shares in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Anti-dilutive units excluded from the calculation of earnings per share (in shares)	15,069	10,827

REPORTABLE SEGMENTS AND REVEN_3

REPORTABLE SEGMENTS AND REVENUE (Details) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($) segment	Sep. 30, 2021 USD ($)	Dec. 31, 2021 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	$ 111,238	$ 94,382	$ 293,827	$ 243,886
Customer loyalty program liability	658		658		$ 518
Allowance for doubtful accounts	447		447		$ 374
Operating Segments
Segment Reporting, Revenue Reconciling Item [Line Items]
Total revenue, net	134,259	105,043	353,152	278,417
Operating Segments | Retail revenue
Segment Reporting, Revenue Reconciling Item [Line Items]
Total revenue, net	82,793	63,517	221,639	167,076
Operating Segments | Wholesale revenue
Segment Reporting, Revenue Reconciling Item [Line Items]
Total revenue, net	51,466	41,526	131,513	111,341
Intersegment Eliminations
Segment Reporting, Revenue Reconciling Item [Line Items]
Total revenue, net	$ (23,021)	$ (10,661)	$ (59,325)	$ (34,531)

ACQUISITIONS - Narrative (Detai

ACQUISITIONS - Narrative (Details) shares in Thousands, $ in Thousands				1 Months Ended	3 Months Ended	9 Months Ended
	Aug. 12, 2022 USD ($) dispensary	Aug. 11, 2022 USD ($) license	Apr. 19, 2022 USD ($) dispensary shares	Aug. 31, 2022 license	Sep. 30, 2022 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)
Business Acquisition [Line Items]
Goodwill adjustment						$ 599
Purchase of intangible assets						43,781	$ 0
Story
Business Acquisition [Line Items]
Purchase price			$ 53,127
Acquisition, consideration, number of shares issued (in shares) | shares			12,900
Acquisition, consideration, number of shares issued, value			$ 42,957
Cash consideration			$ 10,170
Acquisition, number of locations to be opened | dispensary			6
Clinical funding commitment, initial commitment			$ 30,000
Clinical funding commitment, initial commitment term			2 years
Clinical funding commitment, amount funded			$ 15,000
Clinical funding commitment, additional commitment			$ 10,000
Clinical funding commitment, additional commitment term			10 years
Purchase price			$ 100,203
Transaction costs			$ 595
Ohio Patient Access LLC (“OPA”)
Business Acquisition [Line Items]
Cash consideration	$ 11,300
Number of dispensary granted with right to operate | dispensary	3
Working capital requirements	$ 10,000
Purchase price	24,132
Fair value of cash consideration	19,290
Transaction costs	224
Properties acquired fair value	2,448
Assets acquired long-term debt	11,000
Asset acquisition, net of discount	3,010					3,010
Earn-out provisions	7,300
Intangible assets acquired	21,684
Purchase of intangible assets	22,300
Illinois Licenses
Business Acquisition [Line Items]
Assets acquired long-term debt		$ 2,500
Number of licenses acquired | license		1		2
Purchase of intangible assets		$ 5,500
Purchase of intangible assets	$ 5,600	$ 3,000
Estimated fair value | Ohio Patient Access LLC (“OPA”)
Business Acquisition [Line Items]
Earn-out provisions						4,842
Forecast | Ohio Patient Access LLC (“OPA”)
Business Acquisition [Line Items]
Business acquisition, percentage of voting interests acquired	100%
OCC
Business Acquisition [Line Items]
Goodwill adjustment						51
Revenue, net					$ 1,349	4,072
Net loss					153	511
BCCO
Business Acquisition [Line Items]
Goodwill adjustment					548	548
Revenue, net					1,852	5,513
Net loss					$ 478	$ 1,256

ACQUISITIONS - Pro Forma Inform

ACQUISITIONS - Pro Forma Information (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Hemma
Business Acquisition [Line Items]
Revenue, net	$ 130,000	$ 126,000	$ 577,000	$ 126,000
Net (loss) income	(379,000)	$ (204,000)	(1,619,000)	$ (305,000)
BCCO
Business Acquisition [Line Items]
Revenue, net	1,852,000		5,513,000
Net (loss) income	478,000		1,256,000
OCC
Business Acquisition [Line Items]
Revenue, net	1,349,000		4,072,000
Net (loss) income	$ 153,000		$ 511,000

ACQUISITIONS - Asset Acquisitio

ACQUISITIONS - Asset Acquisition (Details) - Story shares in Thousands, $ in Thousands	Apr. 19, 2022 USD ($) shares
Business Acquisition [Line Items]
Equity consideration	$ 42,957
Cash consideration	10,170
Geisinger funding commitment	40,000
Other liabilities assumed	5,130
Forgiveness of bridge loan	1,349
Transaction costs	595
Cost of initial investment	2
Total	$ 100,203
Acquisition, consideration, number of shares issued (in shares) | shares	12,900
Clinical funding commitment, amount funded	$ 15,000
Clinical funding commitment, additional commitment payable	15,000
Clinical funding commitment, additional commitment	10,000
Assets acquired and liabilities , current liabilities, other paid	2,772
Assets acquired and liabilities assumed, current liabilities, other paid 1	944
Assets acquired and liabilities assumed, current liabilities, other payable	$ 1,414

INVENTORY (Details)

INVENTORY (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Inventory Disclosure [Abstract]
Materials and supplies	$ 17,968		$ 17,968		$ 8,899
Work in process	41,984		41,984		28,235
Finished goods	32,112		32,112		28,454
Total	92,064		92,064		65,588
Compensation costs capitalized during the period	14,406	$ 10,860	39,961	$ 25,381
Capitalized compensation costs included in inventory	$ 11,483		$ 11,483		$ 8,571

NOTES RECEIVABLE - Schedule of

NOTES RECEIVABLE - Schedule of Notes Receivable (Details) - USD ($) $ in Thousands		1 Months Ended
	Feb. 25, 2021	Apr. 30, 2022	Nov. 30, 2021	Apr. 30, 2019	Sep. 30, 2022	Dec. 31, 2021
Accounts, Notes, Loans and Financing Receivable [Line Items]
Notes and working capital receivables					$ 5,542	$ 4,500
MedMen NY, Inc.
Accounts, Notes, Loans and Financing Receivable [Line Items]
Working capital line of credit, maximum borrowing amount if amended	$ 17,500
Working capital loan	$ 10,000
Period due following investment agreement termination	3 days
Marichron Pharma LLC
Accounts, Notes, Loans and Financing Receivable [Line Items]
Working capital loan				$ 1,000
Note receivable, amount issued				$ 1,500
Notes receivable interest rate				12%
Story
Accounts, Notes, Loans and Financing Receivable [Line Items]
Notes and working capital receivables						500
Forgiveness of bridge loan		$ 1,349
Working Capital Loan | MedMen NY, Inc.
Accounts, Notes, Loans and Financing Receivable [Line Items]
Notes and working capital receivables					2,422	2,422
Working Capital Loan | Marichron Pharma LLC
Accounts, Notes, Loans and Financing Receivable [Line Items]
Notes and working capital receivables					969	78
Notes Receivable | Marichron Pharma LLC
Accounts, Notes, Loans and Financing Receivable [Line Items]
Notes and working capital receivables					1,500	1,500
Other
Accounts, Notes, Loans and Financing Receivable [Line Items]
Notes and working capital receivables					$ 651	$ 500
Notes receivable interest rate			9%
Other | Story
Accounts, Notes, Loans and Financing Receivable [Line Items]
Working capital loan			$ 16,000

NOTES RECEIVABLE - Narrative (D

NOTES RECEIVABLE - Narrative (Details) - USD ($)	1 Months Ended	9 Months Ended
	May 30, 2022	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Accounts, Notes, Loans and Financing Receivable [Line Items]
Notes and working capital receivables		$ 5,542,000		$ 4,500,000
Impairment of notes receivable		0	$ 0
Massachusetts Note
Accounts, Notes, Loans and Financing Receivable [Line Items]
Notes receivable interest rate	11.50%
Promissory Notes Receivable
Accounts, Notes, Loans and Financing Receivable [Line Items]
Notes and working capital receivables		4,220,000		4,337,000
Promissory note receivable, current		161,000		156,000
Promissory note receivable, noncurrent		4,059,000		$ 4,181,000
Promissory Notes Receivable | Massachusetts Note
Accounts, Notes, Loans and Financing Receivable [Line Items]
Working capital loan	$ 3,500,000
Notes and working capital receivables		$ 651,000

PROPERTY AND EQUIPMENT (Details

PROPERTY AND EQUIPMENT (Details) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($) property	Sep. 30, 2021 USD ($)	Jun. 30, 2022 USD ($)	Dec. 31, 2021 USD ($)
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 307,454		$ 307,454			$ 260,985
Property and equipment, gross	38,998		38,998			21,329
Property and equipment, net	268,456		268,456			239,656
Depreciation	6,405	$ 4,100	18,079	$ 10,560
Depreciation capitalized during the period	4,657	$ 2,851	13,629	$ 7,185
Inventory, depreciation costs	4,367		4,367			2,070
Reimbursement of equipment purchase					$ 15,000
Equipment rented under finance leases	982		982
Amortization of leased asset	26		26
Net loss on sale of property			$ 874
Number of properties sold | property			3
Gain on sale of property			$ 72
Accumulated depreciation written off			410
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	150,861		150,861			103,976
Furniture, fixtures, and equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	57,940		57,940			49,058
Buildings
Property, Plant and Equipment [Line Items]
Property and equipment, gross	56,888		56,888			45,663
Construction in progress
Property, Plant and Equipment [Line Items]
Property and equipment, gross	35,260		35,260			60,986
Land
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 6,505		$ 6,505			$ 1,302

VARIABLE INTEREST ENTITIES (Det

VARIABLE INTEREST ENTITIES (Details) - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Variable Interest Entity [Line Items]
Current assets	$ 219,092						$ 219,092		$ 258,012
Other noncurrent assets	18,835						18,835		19,572
Current liabilities	137,496						137,496		117,395
Equity	174,069						174,069		176,477
Revenue, net	111,238			$ 94,382			293,827	$ 243,886
Net income	(16,862)	$ (21,172)	$ (27,815)	(13,026)	$ (44,897)	$ (48,223)	(65,849)	(106,146)
Variable Interest Entity, Primary Beneficiary | Ascend Illinois
Variable Interest Entity [Line Items]
Current assets	74,682						74,682		111,118
Other noncurrent assets	181,800						181,800		171,566
Current liabilities	82,809						82,809		71,264
Noncurrent liabilities	113,259						113,259		126,397
Equity	63,519						63,519		$ 41,873
Revenue, net	68,346			75,470			197,152	198,291
Net income	8,834			$ 9,167			22,034	$ 25,590
Variable Interest Entity, Primary Beneficiary | Ohio Patient Access
Variable Interest Entity [Line Items]
Current assets	0						0
Other noncurrent assets	24,240						24,240
Current liabilities	108						108
Noncurrent liabilities	0						0
Equity	0						0
Revenue, net	0						0
Net income	$ 0						$ 0

INTANGIBLE ASSETS AND GOODWIL_2

INTANGIBLE ASSETS AND GOODWILL - Intangible Assets (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Acquired Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets	$ 208,611,000		$ 208,611,000		$ 75,624,000
Accumulated amortization	(22,185,000)		(22,185,000)		(16,353,000)
Total intangible assets, net	186,426,000		186,426,000		59,271,000
Amortization expense	1,931,000	$ 1,678,000	5,832,000	$ 5,050,000
Amortization expense capitalized to inventory during the period	407,000	$ 407,000	1,221,000	1,016,000
Inventory, capitalized amortization	778,000		778,000		502,000
Intangible asset impairment			0	$ 0
Licenses and permits
Acquired Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets	188,268,000		188,268,000		55,281,000
Accumulated amortization	(9,600,000)		(9,600,000)		(5,415,000)
In-place leases
Acquired Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets	19,963,000		19,963,000		19,963,000
Accumulated amortization	(12,205,000)		(12,205,000)		(10,558,000)
Trade names
Acquired Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets	380,000		380,000		380,000
Accumulated amortization	$ (380,000)		$ (380,000)		$ (380,000)

INTANGIBLE ASSETS AND GOODWIL_3

INTANGIBLE ASSETS AND GOODWILL - Goodwill (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2022 USD ($)
Goodwill [Roll Forward]
Balance, December 31, 2021	$ 42,967
Adjustments to purchase price allocation	599
Balance, September 30, 2022	$ 43,566

LEASES - Narrative (Details)

LEASES - Narrative (Details) $ in Thousands	1 Months Ended			3 Months Ended	9 Months Ended
	Jun. 30, 2022 USD ($) asset	Mar. 31, 2022 USD ($)	Feb. 28, 2022 USD ($) asset	Sep. 30, 2022 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Dec. 31, 2021 USD ($)
Lessee, Lease, Description [Line Items]
Capitalized lease costs				$ 6,348	$ 6,348		$ 4,393
Gain termination of lease					145
ROU lease assets				3,100	3,100
Total lease liabilities				3,100	3,100
Operating lease right-of-use assets				109,085	109,085		$ 103,958
Lease liability				232,269	232,269
Increase in lease liability					(521)	$ 676
Present value of lease liabilities				232,269	232,269
Lease liabilities					(521)	$ 676
Net gain on lease modifications				279	279
Athol, Massachusetts and Lansing, Michigan
Lessee, Lease, Description [Line Items]
Increase in tenant improvement allowance		$ 19,300
Reduction in the total additional ROU asset		(22,483)
Increase in lease liability		(3,183)
Lease liabilities		$ (3,183)
Franklin, New Jersey
Lessee, Lease, Description [Line Items]
Operating lease right-of-use assets			$ 29,107
Lease liability			33,707
Proceeds from sale of capital asset			$ 35,400
Number of leased assets | asset			1
Present value of lease liabilities			$ 33,707
Tenant improvement allowance			$ 4,600
Pennsylvania
Lessee, Lease, Description [Line Items]
Operating lease right-of-use assets	$ 2,102
Lease liability	2,102
Increase in lease liability					1,663
Proceeds from sale of capital asset	$ 3,825
Number of leased assets | asset	2
Present value of lease liabilities	$ 2,102
Capital expenditure allowance (up to)	$ 3,000
Lease payment under the capital expenditure				$ 3,215
Lease liabilities					$ 1,663
Minimum
Lessee, Lease, Description [Line Items]
Operating lease term				1 year	1 year
Maximum
Lessee, Lease, Description [Line Items]
Operating lease term				20 years	20 years

LEASES - Supplemental Balance S

LEASES - Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Lease assets
Operating lease right-of-use assets	$ 109,085	$ 103,958
Finance lease, right-of-use asset	956	0
Total lease assets	110,041	103,958
Lease liabilities
Operating lease liabilities, current	2,431	2,665
Finance lease, liability, current	184	0
Operating lease liabilities, noncurrent	229,838	197,295
Finance lease, liability, noncurrent	676	0
Total lease liabilities	$ 233,129	$ 199,960
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

LEASES - Lease Cost (Details)

LEASES - Lease Cost (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Lessee, Lease, Description [Line Items]
Operating lease costs	$ 8,335	$ 6,356	$ 23,430	$ 18,060
Amortization of leased assets	26	0	26	0
Interest on lease liabilities	13	0	13	0
Total finance lease costs	39	0	39	0
General and administrative expenses
Lessee, Lease, Description [Line Items]
Operating lease costs	686	1,316	1,945	3,906
Capitalized to inventory
Lessee, Lease, Description [Line Items]
Operating lease costs	$ 7,649	$ 5,040	$ 21,485	$ 14,154

LEASES - Short-term and Variabl

LEASES - Short-term and Variable Lease Costs (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Leases [Abstract]
Total short-term and variable lease costs	$ 1,404	$ 839	$ 3,873	$ 1,665

LEASES - Supplemental Cash Flow

LEASES - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Leases [Abstract]
Operating cash flows from operating leases	$ 22,987	$ 16,310
Operating cash flows from finance leases	13	0
Financing cash flows from finance leases	23	0
ROU assets obtained in exchange for new lease obligations - Operating leases	35,774	41,498
ROU assets obtained in exchange for new lease obligations - Finance leases	$ 883	$ 0

LEASES - Weighted Average Remai

LEASES - Weighted Average Remaining Lease Term and Discount Rate (Details)	Sep. 30, 2022	Dec. 31, 2021
Leases [Abstract]
Operating lease, weighted average remaining lease term	15 years 3 months 18 days	15 years 9 months 18 days
Finance lease, weighted average remaining lease term	3 years 10 months 24 days
Operating lease, weighted average discount rate	14.80%	12.70%
Finance lease, weighted average discount rate	13.20%

LEASES - Lease Liability Maturi

LEASES - Lease Liability Maturity (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Lessee, Operating Lease, Liability, to be Paid [Abstract]
Remainder of 2022	$ 8,260
2023	33,837
2024	34,789
2025	35,768
2026	36,382
Thereafter	478,227
Total lease payments	627,263
Less: imputed interest	394,994
Present value of lease liabilities	232,269
Finance Lease, Liability, to be Paid [Abstract]
Remainder of 2022	71
2023	286
2024	286
2025	286
2026	168
Thereafter	0
Total lease payments	1,097
Less: imputed interest	237
Present value of lease liabilities	$ 860	$ 0

LEASES - Financing Liability Ma

LEASES - Financing Liability Maturity (Details) $ in Thousands	Sep. 30, 2022 USD ($)
Leases [Abstract]
Remainder of 2022	$ 529
2023	2,143
2024	2,206
2025	2,271
2026	2,338
Thereafter	6,811
Total	$ 16,298

DEBT - Components of Debt (Deta

DEBT - Components of Debt (Details)				1 Months Ended	3 Months Ended			9 Months Ended
	Aug. 12, 2022 USD ($)	Aug. 11, 2022 USD ($) license	Aug. 27, 2021 USD ($) quarter covenant shares	Aug. 31, 2022 license	Sep. 30, 2022 USD ($) entity	Jun. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($) entity	Sep. 30, 2021 USD ($)	Dec. 31, 2021 USD ($) entity
Debt Instrument [Line Items]
Finance leases					$ 860,000			$ 860,000		$ 0
Total debt					321,762,000			321,762,000		266,866,000
Current portion of debt					19,492,000			19,492,000		27,980,000
Less: unamortized deferred financing costs					25,000			25,000		40,000
Current portion of debt, net					19,467,000			19,467,000		27,940,000
Long-term debt					302,270,000			302,270,000		238,886,000
Less: unamortized deferred financing costs					11,301,000			11,301,000		8,040,000
Long-term debt, net					290,969,000			290,969,000		230,846,000
Loss on extinguishment of debt					0		$ 6,637,000	2,180,000	$ 6,637,000
Loss on extinguishment of debt, write-off of unamortized deferred financing costs							4,981,000	337,000	4,981,000
Loss on extinguishment of debt, before write off of debt issuance cost							$ 1,656,000	1,843,000	$ 1,656,000
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		210,000,000
Debt instrument, amount			$ 210,000,000
Maximum borrowing capacity if amended			$ 275,000,000
Interest rate			9.50%
Extension term			364 days
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
Long-term debt, net					275,000,000			275,000,000		210,000,000
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					$ 28,152,000			$ 28,152,000		$ 39,116,000
Interest rate					13%			13%		13%
Repayments of notes payable								$ 24,839,000
Number of acquired entitles associated with sellers notes repaid | entity					2			2
Long-term debt, net										$ 8,000,000
Current portion of debt, net					$ 8,000,000			$ 8,000,000
Number of acquired entitles associated with sellers notes outstanding | entity					1			1		1
Long-term debt, net					$ 28,152,000			$ 28,152,000		$ 39,116,000
Sellers' Notes | Illinois Licenses
Debt Instrument [Line Items]
Current portion of debt, net					8,100,000			8,100,000
Sellers' Notes | Ohio Patient Access LLC (“OPA”)
Debt Instrument [Line Items]
Long-term debt, net					8,060,000			8,060,000
Sellers' Notes | Noncontrolling Interest Acquired
Debt Instrument [Line Items]
Debt					3,992,000			3,992,000
Long-term debt, net					784,000			784,000		3,136,000
Current portion of debt, net					3,208,000			3,208,000		3,140,000
Long-term debt, net					3,992,000			3,992,000
Finance Liabilities
Debt Instrument [Line Items]
Debt					17,750,000			17,750,000		17,750,000
Long-term debt, net					$ 17,750,000			$ 17,750,000		$ 17,750,000
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
Class A common stock
Debt Instrument [Line Items]
Stock and warrants issued during period shares preferred stock and warrants ( in shares) | shares			3,130,000
Stock and warrants issued during period, value, preferred stock and warrants			$ 2,639,000

DEBT - Debt Maturities - Narrat

DEBT - Debt Maturities - Narrative (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2022 USD ($) entity
Sellers' Notes
Debt Instrument [Line Items]
Repayments of notes payable	$ 24,839
Number of acquired entitles associated with sellers notes repaid | entity	2
Sellers Note, Noncontrolling Interest
Debt Instrument [Line Items]
Repayments of notes payable	$ 2,289

DEBT - Maturities of Debt (Deta

DEBT - Maturities of Debt (Details) $ in Thousands	Sep. 30, 2022 USD ($)
Sellers' notes
Debt Instrument [Line Items]
Remainder of 2022	$ 853
2023	19,243
2024	0
2025	0
2026	11,000
Long-term debt, net	31,096
Term notes
Debt Instrument [Line Items]
Remainder of 2022	0
2023	0
2024	0
2025	275,000
2026	0
Long-term debt, net	$ 275,000

DEBT - Interest Expense (Detail

DEBT - Interest Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Debt Disclosure [Abstract]
Cash interest	$ 6,847	$ 4,623	$ 17,677	$ 11,948
Accretion	1,053	610	2,288	9,148
Loss on extinguishment of debt	0	6,637	2,180	6,637
Interest on financing liability	521	506	1,553	1,507
Interest on lease liabilities	13	0	13	0
Non-cash interest related to beneficial conversion feature	0	0	0	27,361
Total	$ 8,434	12,376	23,711	56,601
Gain (Loss) on extinguishment of debt, before write off of debt issuance cost		(1,656)	(1,843)	(1,656)
Loss on extinguishment of debt, write-off of unamortized deferred financing costs		$ 4,981	$ 337	$ 4,981

STOCKHOLDERS_ EQUITY - Narrativ

STOCKHOLDERS’ EQUITY - Narrative (Details) $ / shares in Units, $ in Thousands			3 Months Ended	9 Months Ended
	May 07, 2021 shares	May 04, 2021 USD ($) $ / shares shares	Sep. 30, 2022 vote $ / shares shares	Sep. 30, 2022 vote $ / shares shares	Dec. 31, 2021 $ / shares shares	May 03, 2021 $ / shares	Apr. 22, 2021 vote
Class of Stock [Line Items]
Preferred stock, shares authorized (in shares)			10,000,000	10,000,000	10,000,000
Preferred stock, par value (in dollars per share) | $ / shares			$ 0.001	$ 0.001	$ 0.001
Common unit, par value (in dollars per share) | $ / shares						$ 0
Preferred unit, par value (in dollars per share) | $ / shares						0
Restricted common unit, par value (in dollars per share) | $ / shares						$ 0
Class of warrant exercised (in shares)			0	0
Class A common stock
Class of Stock [Line Items]
Common stock, shares authorized (in shares)			750,000,000	750,000,000	750,000,000
Common stock, par value (in dollars per share) | $ / shares			$ 0.001	$ 0.001	$ 0.001
Number of votes per common share | vote			1	1			1
Common stock, shares outstanding (in shares)			187,904,000	187,904,000	171,521,000
Shares issued upon conversion of convertible notes (in shares)		37,388,000
Class A common stock | Common Units Converted
Class of Stock [Line Items]
Member units, conversion ratio		1
Class A common stock | Real Estate Preferred Units Converted
Class of Stock [Line Items]
Member units, conversion ratio		1
Conversion ratio multiplier		1.5
Shares issued in conversion (in shares)		26,221,000
Class A common stock | Real Estate Preferred Units, Beneficial Conversion Feature
Class of Stock [Line Items]
Shares issued in conversion (in shares)		3,420,000
Stock conversion, beneficial conversion feature charge | $		$ 27,361
Class A common stock | Series Seed+ Preferred Units Converted
Class of Stock [Line Items]
Member units, conversion ratio		1
Class A common stock | IPO
Class of Stock [Line Items]
Shares issued and sold (in shares)		10,000,000
Shares issued and sold, price per share (in dollars per share) | $ / shares		$ 8
Shares issued and sold, net proceeds | $		$ 86,065
Share price (in dollars per share) | $ / shares		$ 8
Class A common stock | Over-Allotment Option
Class of Stock [Line Items]
Shares issued and sold (in shares)	1,500,000
Class B common stock
Class of Stock [Line Items]
Common stock, shares authorized (in shares)			100,000	100,000	100,000
Common stock, par value (in dollars per share) | $ / shares			$ 0.001	$ 0.001	$ 0.001
Number of votes per common share | vote			1,000	1,000
Stock conversion ratio			1	1
Common stock, shares outstanding (in shares)			65,000	65,000	65,000
Class B common stock | Common Units Converted
Class of Stock [Line Items]
Common stock, shares outstanding (in shares)		65,000

STOCKHOLDERS_ EQUITY - Schedule

STOCKHOLDERS’ EQUITY - Schedule of Shares Outstanding (Details) - shares shares in Thousands	Sep. 30, 2022	Dec. 31, 2021
Class of Stock [Line Items]
Common stock shares outstanding (in shares)	187,969	171,586
Class A common stock
Class of Stock [Line Items]
Common stock shares outstanding (in shares)	187,904	171,521
Class B common stock
Class of Stock [Line Items]
Common stock shares outstanding (in shares)	65	65

STOCKHOLDERS_ EQUITY - Warrants

STOCKHOLDERS’ EQUITY - Warrants (Details) $ / shares in Units, $ in Thousands		1 Months Ended	9 Months Ended	12 Months Ended
	Aug. 27, 2021 shares	Jun. 30, 2022 USD ($) d $ / shares shares	Sep. 30, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares
Number of Warrants
Outstanding, beginning balance (in shares) | shares			3,531,000
Granted (in shares) | shares			3,130,000
Expired (in shares) | shares			(796,000)
Outstanding, ending balance (in shares) | shares			5,865,000	3,531,000
Weighted-Average Exercise Price
Exercise price of warrants, beginning (in dollars per share)			$ 4
Weighted average warrants granted exercise price (in dollars per share)			3.10
Weighted average warrants expired exercise price (in dollars per share)			4
Exercise price of warrants, ending (in dollars per share)			$ 3.52	$ 4
Weighted-Average Remaining Exercise Period (years)			3 years	2 years
Aggregate intrinsic value | $			$ 0	$ 9,216
Expected volatility			70%
Risk-free interest rate			2.80%
2022 Warrants
Weighted-Average Exercise Price
Warrant term		4 years
Class A common stock
Weighted-Average Exercise Price
Stock and warrants issued during period shares preferred stock and warrants ( in shares) | shares	3,130,000
Warrants with $4.00 exercise price
Weighted-Average Exercise Price
Exercise price of warrants, ending (in dollars per share)			$ 4
Number of warrants (in shares) | shares			3,531,000
Grant date fair value of warrants | $			$ 237
Warrants with $4.00 exercise price | 2022 Warrants
Weighted-Average Exercise Price
Warrants issuance first anniversary | d		30
Warrants with $4.00 exercise price | Minimum
Weighted-Average Exercise Price
Grant date fair value per warrant (in dollars per share)			$ 0.02
Expected volatility			69.20%
Risk-free interest rate			0.17%
Warrants with $4.00 exercise price | Maximum
Weighted-Average Exercise Price
Grant date fair value per warrant (in dollars per share)			$ 0.10
Expected volatility			108.40%
Risk-free interest rate			2.17%
Warrants With $3.10 Exercise Price | 2022 Warrants
Weighted-Average Exercise Price
Grant date fair value of warrants | $		$ 2,639
Grant date fair value per warrant (in dollars per share)		$ 0.84
Expected volatility		70%
Risk-free interest rate		3%
Warrants With $3.10 Exercise Price | Class A common stock | 2022 Warrants
Weighted-Average Exercise Price
Exercise price of warrants, ending (in dollars per share)		$ 3.10
Stock and warrants issued during period shares preferred stock and warrants ( in shares) | shares		3,130,000
Number of shares called for on each warrant (shares) | shares		1
Warrants With $3.10 Exercise Price | Class A common stock | 2022 Warrants
Weighted-Average Exercise Price
Exercise price of warrants, ending (in dollars per share)		$ 6.50

EQUITY-BASED COMPENSATION EXP_3

EQUITY-BASED COMPENSATION EXPENSE - Narrative (Details)	3 Months Ended		9 Months Ended
	Sep. 30, 2022 USD ($) shares	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($) $ / shares shares	Sep. 30, 2021 USD ($)	Dec. 31, 2021 USD ($)	Jul. 31, 2021 shares	Nov. 30, 2020 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of common stock shares received for each restricted unit	1		1
Equity-based compensation expense, cost not yet recognized	$ 3,081,000		$ 3,081,000
Equity-based compensation expense, cost not yet recognized, period for recognition			3 years 7 months 6 days
Exercised (in shares) | shares			0
Weighted-average fair value of stock options granted (in dollars per share) | $ / shares			$ 1.65
Equity-based compensation costs capitalized during the period	2,279,000	$ 1,406,000	$ 7,517,000	$ 1,406,000
Inventory, equity-based compensation cost	2,278,000		2,278,000		$ 4,814,000
Equity-based compensation expense	6,032,000	3,993,000	17,662,000	8,191,000
General and administrative expenses
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation expense	3,753,000	2,587,000	10,145,000	6,785,000
Cost of goods sold
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation expense	2,891,000	349,000	10,053,000	349,000
Restricted Common Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation expense, cost not yet recognized	114,000		$ 114,000
Equity-based compensation expense, cost not yet recognized, period for recognition			7 months 6 days
Equity-based compensation expense	$ 28,000	266,000	$ 232,000	4,464,000
Stock Appreciation Rights (SARs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Awards issued to date (in shares) | shares	0		0
Restricted Stock Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Awards issued to date (in shares) | shares	0		0
Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation expense, cost not yet recognized	$ 42,814,000		$ 42,814,000
Equity-based compensation expense, cost not yet recognized, period for recognition			2 years 8 months 12 days
Equity-based compensation expense	$ 5,829,000	$ 3,727,000	$ 17,081,000	$ 3,727,000
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) | shares						4,000,000
2020 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Maximum number of awards to be issued (in shares) | shares							10,031,000
Awards issued to date (in shares) | shares							9,994,000
Number of common stock shares received for each restricted unit	1		1
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) | shares	5,896,000		5,896,000			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) | shares	0		0
Minimum | 2020 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period			2 years
Maximum | 2020 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period			3 years

EQUITY-BASED COMPENSATION EXP_4

EQUITY-BASED COMPENSATION EXPENSE - Equity Award Activity (Details)	9 Months Ended
	Sep. 30, 2022 $ / shares shares
Restricted Common Shares
Number of Shares (in thousands)
Beginning balance (in shares)	1,653,000
Vested (in shares)	(995,000)
Forfeited (in shares)	(16,000)
Ending balance (in shares)	642,000
Restricted Stock Units (RSUs)
Number of Shares (in thousands)
Beginning balance (in shares)	6,329,000
Granted (in shares)	4,993,000
Vested (in shares)	(3,844,000)
Forfeited (in shares)	(1,041,000)
Ending balance (in shares)	6,437,000
Weighted-Average Grant Date Fair Value per Share
Beginning balance (in dollars per share) | $ / shares	$ 10.48
Granted (in dollars per share) | $ / shares	3.33
Vested (in dollars per share) | $ / shares	6.35
Forfeited (in dollars per share) | $ / shares	6.57
Ending balance (in dollars per share) | $ / shares	$ 7.79
Taxes withheld under equity-based compensation plans, net (in shares)	1,356,000

EQUITY-BASED COMPENSATION EXP_5

EQUITY-BASED COMPENSATION EXPENSE - Stock Option Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	9 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Number of Options
Outstanding beginning balance (in shares)	0
Granted (in shares)	2,374
Forfeited (in shares)	(249)
Outstanding ending balance (in shares)	2,125
Weighted-Average Exercise Price
Outstanding beginning balance (in dollars per share)	$ 0
Granted (in dollars per share)	3.38
Forfeited (in dollars per share)	4.10
Outstanding ending balance (in dollars per share)	$ 3.30
Stock Options Additional Disclosures
Exercisable (in shares)	0
Weighted average remaining contractual term (in years)	4 years 7 months 24 days
Outstanding aggregate intrinsic value	$ 0	$ 0

EQUITY-BASED COMPENSATION EXP_6

EQUITY-BASED COMPENSATION EXPENSE - Weighted-average Assumptions (Details)	9 Months Ended
	Sep. 30, 2022
Share-Based Payment Arrangement [Abstract]
Risk-free interest rate	2.80%
Expected term (years)	3 years 9 months
Dividend yield	0%
Expected volatility	70%

EQUITY-BASED COMPENSATION EXP_7

EQUITY-BASED COMPENSATION EXPENSE - Equity-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation expense	$ 6,032	$ 3,993	$ 17,662	$ 8,191
Value of awards vested at issuance	1,487		3,232
Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation expense	5,829	3,727	17,081	3,727
Value of awards vested at issuance			7,959
Change in estimate			632
Restricted Common Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation expense	28	266	232	4,464
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation expense	$ 175	$ 0	$ 349	$ 0

INCOME TAXES (Details)

INCOME TAXES (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Income Tax Disclosure [Abstract]
Loss before income taxes	$ (5,684)	$ (719)	$ (36,092)	$ (72,868)
Income tax expense	$ 11,178	$ 12,307	$ 29,757	$ 33,278
Effective tax rate	(196.70%)	(1711.70%)	(82.40%)	(45.70%)
Gross profit	$ 36,636	$ 40,954	$ 93,051	$ 105,137
Effective tax rate on gross profit	30.50%	30.10%	32%	31.70%

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ / shares in Units, $ in Thousands		1 Months Ended	9 Months Ended
	Apr. 29, 2022	Dec. 31, 2021	Sep. 30, 2022	May 10, 2022	May 28, 2021	Feb. 25, 2021
Loss Contingencies [Line Items]
Supply agreement, percentage of gross monthly sales after initial term		7.50%
Supply agreement, initial term		5 years
Supply agreement, percentage of gross monthly sales after initial term		5%
Company expenses			$ 1,704
Shareholder Litigation Matter
Loss Contingencies [Line Items]
Settlement amount	$ 5,000
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
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
2019 AWH Convertible Notes | Shareholder Litigation Matter
Loss Contingencies [Line Items]
Percentage of convertible noteholders that approved amendment of terms					66%
Conversion price (in dollars per share)					$ 2.96
MedMen NY Promissory Note | MedMen NY, Inc.
Loss Contingencies [Line Items]
Total debt						$ 28,000

SUPPLEMENTAL INFORMATION - Othe

SUPPLEMENTAL INFORMATION - Other Current Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Prepaid expenses	$ 5,993	$ 7,508
Deposits and other receivables	4,172	5,177
Construction deposits	3,180	3,263
Tenant improvement allowance	500	2,507
Other	2,872	6,376
Total	$ 16,717	$ 24,831

SUPPLEMENTAL INFORMATION - Acco

SUPPLEMENTAL INFORMATION - Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accounts payable	$ 21,731	$ 5,536
Acquisition-related liabilities	16,414	0
Fixed asset purchases	7,324	15,682
Accrued payroll and related expenses	6,442	11,760
Accrued interest	766	187
Other	4,275	6,809
Litigation settlement	0	5,480
Total	$ 56,952	$ 45,454

SUPPLEMENTAL INFORMATION - Gene

SUPPLEMENTAL INFORMATION - General and Administrative Expenses (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Compensation	$ 16,276	$ 13,434	$ 46,592	$ 37,140
Rent and utilities	5,137	6,443	16,648	16,089
Professional services	3,408	3,158	13,573	12,945
Depreciation and amortization	3,272	2,520	9,061	7,409
Insurance	1,554	1,127	4,323	3,165
Marketing	882	783	2,505	2,188
(Gain) loss on sale of assets	(296)	649	450	649
Other	3,926	1,227	7,807	5,514
Total	$ 34,159	$ 29,341	$ 100,959	$ 85,099

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details) - Subsequent Event - Marichron Pharma LLC $ in Thousands	Oct. 14, 2022 USD ($)
Subsequent Event [Line Items]
Acquisition consideration	$ 2,750
Cash payments	1,750
Note receivable, amount issued	1,500
Working capital loan	$ 1,000