ACQUISITIONS, DIVESTITURES AND ASSETS HELD FOR SALE | ACQUISITIONS, DIVESTITURES AND ASSETS HELD FOR SALE Acquisitions During the year ended December 31, 2021, the Company completed the following business combinations and has allocated each purchase price as follows: Purchase Price Allocation CWG Greenleaf Total Assets acquired: Cash and cash equivalents $ 828 $ 1,209 $ 2,037 Inventory 1,200 2,692 3,892 Other current assets 347 1,520 1,867 Capital assets, net 3,312 22,923 26,235 Operating lease right-of-use asset 1,584 2,819 4,403 Goodwill 1,182 18,618 19,800 Intangible assets, net - cannabis licenses 3,500 — 3,500 Intangible assets, net - customer relationships 1,000 — 1,000 Other non-current assets 40 190 230 Liabilities assumed: Accounts payable and accrued liabilities (464) (1,829) (2,293) Taxes payable (68) (33) (101) Operating lease liability, current (193) (315) (508) Other current liabilities 3 (294) (291) Operating lease liability, non-current (1,391) (2,504) (3,895) Fair value of net assets acquired $ 10,880 $ 44,996 $ 55,876 Consideration paid: Settlement of pre-existing relationship 10,880 44,996 $ 55,876 Total consideration $ 10,880 $ 44,996 $ 55,876 CWG On April 30, 2021, a subsidiary of the Company acquired 100% of CWG Botanicals, Inc. (“CWG”), an adult-use cannabis cultivation and processing operations in the state of California. The completion of this acquisition expanded the Company’s footprint in California. The consideration paid for CWG consisted of the settlement of a pre-existing relationship, which included a line of credit of $9,321 and the related interest receivable of $1,559, which were both previously recorded in Notes receivable, non-current on the Statements of Financial Position. The purchase price allocation is based upon preliminary valuations and estimates and assumptions which are subject to change within the purchase price allocation period, generally one year from the acquisition date. The primary areas of the purchase price allocation that are not yet finalized relate to the valuation of the intangible assets acquired and the residual goodwill resulting from the transaction. Greenleaf On October 1, 2021, a subsidiary of the Company acquired of 100% of Greenleaf Apothecaries (“GLA”), Greenleaf Gardens (“GLG”), and Greenleaf Therapeutics (“GLT”), collectively known as “Greenleaf.” Greenleaf consists of cannabis cultivation, processing, and dispensary operations in the state of Ohio. The completion of this acquisition established Acreage’s footprint in the Ohio cannabis market. On July 2, 2018, the Company entered into purchase agreements for Greenleaf for the total purchase price of approximately $8,245 in cash, $6,096 in seller notes payable and 1.2 million shares of HSCP with an average fair value of $7.73 per share, which are convertible into shares of the Company. In addition, the Company extended a $31,200 line of credit and issued $12,500 in promissory notes to the Greenleaf entities. The consideration paid was made in exchange for: (a) the rights to acquire the Greenleaf entities upon state regulatory approval and; (b) master services agreements (“MSAs”) to operate the entities until such approval was granted and ownership interests were transferred. The purchase consideration paid represents the fair value of the intangible asset related to the MSA that was recorded on the Company’s Statement of Financial Position at the time of the transaction. The intangible asset was amortized over the life of the MSAs. Upon closing, the Company repaid the remaining $3,300 worth of sellers notes payable and accrued interest and assumed $42,043 in notes and interest receivable owed to the Company by Greenleaf that was eliminated upon consolidation. Total consideration for the asset transfer transaction was $44,996, representing the sum of the $2,953 carrying value of intangible assets from the 2018 transaction and the liabilities assumed. As the Company owns 100% of Greenleaf, the subsidiary is accounted for on a consolidated basis as of the closing date. Refer to Notes 4, 6, and 10 for further discussion regarding the MSA intangible asset conversions, notes forgiven, and sellers notes repaid, respectively. The purchase price allocation is based upon preliminary valuations and estimates and assumptions which are subject to change within the purchase price allocation period, generally one year from the acquisition date. The primary areas of the purchase price allocation that are not yet finalized relate to the valuation of the tangible and intangible assets acquired and the residual goodwill resulting from the transaction. NCCRE On March 19, 2021, a subsidiary of the Company, HSC Solutions, LLC (“HSC Solutions”) entered into an assignment of membership agreement to acquire the remaining non-controlling interests of its subsidiary, NCC Real Estate, LLC (“NCCRE”), based primarily on the fair value of property held by NCCRE estimated in the amount of $850. The consideration paid to the non-controlling interest sellers of $286 was recorded in Additional paid-in capital and Non-controlling interests on the Statements of Financial Position. Additionally, the Company subsequently repaid the outstanding principal balance of the NCCRE secured loan. Refer to Note 10 for further discussion. During the year ended December 31, 2020, the Company completed the following business combination, and has allocated the purchase price as follows: Purchase Price Allocation CCF Assets acquired: Cash and cash equivalents $ 17 Inventory 1,969 Other current assets 3,164 Capital assets, net 4,173 Operating lease right-of-use asset 4,455 Goodwill 5,247 Intangible assets, net - cannabis licenses 10,000 Other non-current assets 10 Liabilities assumed: Accounts payable and accrued liabilities (228) Taxes payable (17) Other current liabilities (4,248) Operating lease liability (4,455) Fair value of net assets acquired $ 20,087 Consideration paid: Cash $ 10,000 Settlement of pre-existing relationship 10,087 Total consideration $ 20,087 On June 26, 2020, a subsidiary of the Company acquired 100% of Acreage CCF New Jersey, LLC (“CCF”), a New Jersey vertically integrated medical cannabis nonprofit corporation. The settlement of pre-existing relationship included in the transaction price includes a $7,952 line of credit as well as interest receivable of $2,135 which were both previously recorded in Notes receivable, non-current in the Consolidated Statements of Financial Position. The carrying value of these amounts approximated their fair value. The purchase price allocation is based upon final valuations within the purchase price allocation period (generally one year from the acquisition date). Divestitures On December 16, 2021, a subsidiary of the Company sold all equity interests in Maryland Medicinal Research & Caring, LLC (“MMRC”) for an aggregate s ale price of $1,500. MMRC is licensed to operate a medical cannabis dispensary in Baltimore, Maryland. The aggregate purchase price consisted of approximately $1,500 in cash which was remitted in two equal payments in August 2020 and January 2022. This resulted in a gain on sale of $132 recorded in Other income (loss), net on the Consolidated Statements of Operations for the year ended December 31, 2021. Additionally, the Company de-recognized indefinite-lived and finite-lived intangible assets held by MMRC of $801 related to cannabis licenses. On April 27, 2021, a subsidiary of the Company sold all equity interests in Acreage Florida, Inc. (“Acreage Florida”), for an aggregate sale price of $60,000. Acreage Florida is licensed to operate medical cannabis dispensaries, a processing facility and a cultivation facility in the state of Florida. The aggregate sales price consisted of approximately $21,500 in cash, $7,000 of the buyer’s common stock, subject to a rolling lock up restriction period ending one year after the disposition date, with the lock up expiring in monthly 1/6 th increments beginning October 27, 2021, and secured promissory notes totaling approximately $31,500. This resulted in a gain on sale of $11,682 recorded in Other income (loss), net on the Consolidated Statements of Operations for the year ended December 31, 2021. The Company subsequently sold the promissory notes and recognized a net loss of $2,000 as discussed in Note 6. Further, the Company de-recognized deferred tax liabilities related to indefinite-lived intangible lived assets held by Acreage Florida of $6,044 as a result of the disposition in Other income (loss), net on the Consolidated Statements of Operations for the year ended December 31, 2021. On May 8, 2020, a subsidiary of the Company sold all equity interests in Acreage North Dakota, LLC, a medical cannabis dispensary holder and operator, for $1,000. This resulted in a gain on sale of $217 recorded in Other income (loss), net on the Consolidated Statements of Operations for the year ended December 31, 2020. Assets Held for Sale The Company determined certain businesses and assets met the held-for-sale criteria. Upon classification of the disposal groups as held for sale, the Company tested each disposal group for impairment and recognized (recovery) and charges of $(8,616) and $11,003 within (Recovery) write down of assets held-for-sale on the Consolidated Statements of Operations for the years ended December 31, 2021 and December 31, 2020, respectively. Additionally, all assets and liabilities determined within these disposal groups were transferred into Assets held-for-sale and Liabilities related to assets held for sale on the Consolidated Statements of Financial Position as of December 31, 2021 and December 31, 2020. In accordance with ASC 205-20-45 - Discontinued Operations , a disposal of a component of an entity shall be reported in discontinued operations if the divestiture represents a strategic shift that will have a major effect on the entity’s operations and financial results. Management determined that the expected divestitures will not represent a strategic shift that will have a major effect on the Company’s operations and financial results and thus will not report the expected divestitures of these assets as discontinued operations. The table below presents the preliminary fair values of the assets and liabilities classified as held for sale on the Consolidated Statement of Financial Position for the years ended December 31, 2021 and December 31, 2020, respectively, and are subject to change based on developments during the sales process. December 31, 2021 Michigan (1) Oregon (2) Total Cash $ — $ 223 $ 223 Inventory — 445 445 Notes receivable, current — 31 31 Other current assets — 9 9 Total current assets classified as held-for-sale — 708 708 Capital assets, net 1,907 2,342 4,249 Operating lease right-of-use assets — 1,695 1,695 Goodwill — 2,191 2,191 Non-current assets — 109 109 Total assets classified as held for sale $ 1,907 $ 7,045 $ 8,952 Accounts payable and accrued liabilities $ — $ (639) $ (639) Operating lease liability, current — (441) (441) Total current liabilities classified as held-for-sale — (1,080) (1,080) Operating lease liability, non-current — (787) (787) Total liabilities classified as held-for-sale $ — $ (1,867) $ (1,867) (1) The Company was unsuccessful in finding a satisfactory buyer for certain of its Michigan locations. As a result, the assets at these specific locations no longer meet the criteria for being classified as held-for-sale and have been determined to be impaired (refer to Note 7 for further discussion). (2) In February 2021, a subsidiary of the Company entered into a definitive agreement and management services agreement to sell an indoor cultivation facility in Medford, Oregon and a retail dispensary in Portland, Oregon, for total consideration of $3,000, to be paid in a series of tranches based on estimated regulatory approvals which are not expected to exceed 18 months. Additionally, in September 2021, a subsidiary of the Company entered into a definitive agreement and management services agreements to sell, upon regulatory approval, four retail dispensaries in Oregon for total consideration of $6,500, consisting of a $250 cash payment at the time of signing and a 10-month secured promissory note. December 31, 2020 Florida Kanna, Inc. (1) Maryland Michigan Oregon Total Inventory $ 587 $ — $ — $ — $ 606 $ 1,193 Notes receivable, current — — — — 31 31 Other current assets 161 — 20 — 1 182 Total current assets classified as held-for-sale 748 — 20 — 638 1,406 Capital assets, net 7,137 1,156 286 7,469 2,342 18,390 Operating lease right-of-use assets 10,305 944 362 — 1,410 13,021 Intangible assets, net 26,190 970 802 — — 27,962 Goodwill — — — — 2,192 2,192 Total assets classified as held for sale $ 44,380 $ 3,070 $ 1,470 $ 7,469 $ 6,582 $ 62,971 Accounts payable and accrued liabilities $ (247) $ (132) $ (3) $ — $ (260) $ (642) Taxes payable — 1 — — (179) (178) Operating lease liability, current (501) (250) (29) — (439) (1,219) Other current liabilities (89) — — — — (89) Total current liabilities classified as held-for-sale (837) (381) (32) — (878) (2,128) Operating lease liability, non-current (14,107) (610) (325) — (988) (16,030) Deferred tax liabilities — — — — 4 4 Total liabilities classified as held-for-sale $ (14,944) $ (991) $ (357) $ — $ (1,862) $ (18,154) (1) As of December 31, 2021, the Company was unsuccessful in finding a satisfactory buyer for Kanna, Inc. As a result, the assets no longer meet the criteria for being classified as held-for-sale and have been determined to be impaired (refer to Notes 4 and 7 for further discussion or related impairments). |