United States securities and exchange commission logo
August 7, 2020
Glen Leibowitz
Chief Financial Officer
Acreage Holdings, Inc.
366 Madison Avenue, 11th Floor
New York, NY 10017
Re: Acreage Holdings,
Inc.
Form 10-K for
Fiscal Year Ended December 31, 2019
Filed May 29, 2020
Item 2.02 Form 8-K
dated June 26, 2020
File No. 000-56021
Dear Mr. Leibowitz:
We have reviewed your filings and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2019
Item 9A. Controls and Procedures
Management s Annual Report on Internal Control over Financial
Reporting, page 130
1. You state that you did
not provide a report of management s assessment regarding internal
control over financial
reporting due to a transition period established by the rules of the
SEC for newly public
companies. However, we note that you have been required to file
an annual report on
Form 40-F for the year ended December 31, 2018 pursuant to section
13(a) or 15(d) of the
Exchange Act. Please tell us how you have considered Instruction 1
to Item 308 of
Regulation S-K in determining that you were not required to provide
management s report
on internal control over financial reporting in your Form 10-K for
the year ended December
31, 2019.
Glen Leibowitz
Acreage Holdings, Inc.
August 7, 2020
Page 2
Item 2.02 Form 8-K dated June 26, 2020
Exhibit 99.1
Non-GAAP Measures, Reconciliations and Discussion (Unaudited), page 3
2. You present managed revenue, pro forma revenue, and pro forma adjusted
EBITDA as
non-GAAP financial measures. Please tell us in detail your purpose for
including the
revenue from entities under management or consulting agreements ,
pro forma
adjustments , and managed/pro forma adjustments as non-GAAP
adjustments in
calculating these non-GAAP financial measures and how you determined
these non-
GAAP adjustments. Please also explain why your management believes
that non-GAAP
financial measures with these adjustments provide useful information
to investors. Please
refer to the guidance in Items 10(e)(1)(i)(C) and (D) of Regulation
S-K and Question
100.04 of the Non-GAAP Financial Measures Compliance and Disclosure
Interpretations.
3. You present the reconciliation of adjusted net income (loss)
attributable to Acreage
Holdings, Inc. and adjusted net earnings (loss) per share attributable
to Acreage Holdings,
Inc. to the most directly comparable GAAP measure. Please tell us your
consideration
of the guidance in Question 102.11 of the Non-GAAP Financial Measures
Compliance
and Disclosure Interpretations that requires the entity to present the
income tax impact
attributable to the non-GAAP adjustments as a separate adjustment in
the reconciliation.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Suying Li at (202) 551-3335 or Angela Lumley at (202)
551-3398 with
any questions.
FirstName LastNameGlen Leibowitz Sincerely,
Comapany NameAcreage Holdings, Inc.
Division of
Corporation Finance
August 7, 2020 Page 2 Office of Trade &
Services
FirstName LastName