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ACQUISITIONS (Tables)
 9 Months Ended
Sep. 30, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Schedule of Recognized Identified Assets Acquired
The following table summarizes the preliminary purchase price allocations for the transactions described above, which remains preliminary as management refines certain estimates during the respective measurement periods:
(in thousands)
Midwest Partnership Dispensary Three
Midwest Partnership Dispensary Four
Northeast Partnership Dispensary One
Northeast Partnership Dispensaries Two and Three
Assets acquired (liabilities assumed):
Cash$65 $30 $7 $336 
Inventory72 45 95 886 
Other current assets
30 46 8 — 
Property and equipment(1)
867 2,298 1,150 3,734 
Other assets15 10 — 407 
License(2)
1,250 1,920 1,180 4,276 
Goodwill(3)
1,396 1,153 1,028 3,664 
Accounts payable and accrued liabilities(428)(269)(218)(691)
Other current liabilities
— — — (324)
Net assets acquired
$3,267 $5,233 $3,250 $12,288 
Consideration transferred:
Cash(4)
$1,667 $3,333 $3,250 $8,890 
Fair value of contingent consideration1,600 1,900 — 1,800 
Settlement of pre-acquisition amounts
— — — 1,598 
Total consideration
$3,267 $5,233 $3,250 $12,288 
(1)The amounts related to Midwest Partnership Dispensary Three, Midwest Partnership Dispensary Four, and Northeast Partnership Dispensary One consist of leasehold improvements. The amount for Northeast Partnership Dispensaries Two and Three consists of $3,682 of leasehold improvements and $52 of furniture, fixtures, and equipment.
(2)The amortization period for the acquired licenses is 10 years. During the nine months ended September 30, 2025, we refined certain estimates related to the fair value of the Midwest Partnership Dispensary Three acquired license, resulting in a measurement period purchase accounting adjustment that reduced the value by $710, with a related impact to goodwill. During the three months ended September 30, 2025, we refined certain estimates related to the fair value of the Northeast Partnership Dispensary One acquired license, resulting in a measurement period accounting adjustment that reduced the value by $120, with a related impact to goodwill.
(3)Goodwill is largely attributable to the value expected to be obtained from long-term business growth and buyer-specific synergies. Goodwill is largely not deductible for tax purposes under the limitations under Internal Revenue Code (“IRC”) Section 280E; see Note 14, “Income Taxes,” for additional information.
(4)Of the total cash consideration, $833 was paid in March 2025 for the Midwest Partnership Dispensary Three transaction, $1,667 was paid in May 2025 for the Midwest Partnership Dispensary Four transaction and $813 was paid upon signing in May 2025 for the Northeast Partnership Dispensary One transaction. A deposit of $250 was paid at signing for the Northeast Partnership Dispensaries Two and Three transaction, $1,541 was paid at closing in September 2025, and $4,779 was utilized to settle an outstanding note receivable and associated interest. The remainder of each respective total consideration amount is included as a sellers’ note as a component of debt; refer to Note 11, “Debt” for additional information.
The following table summarizes the purchase price allocation of the 2024 Midwest Partner Dispensaries.
(in thousands)
Assets acquired (liabilities assumed):
Property and equipment(1)
$1,525 
Other assets76 
Licenses(2)
5,270 
Goodwill(3)
3,201 
Accounts payable and accrued liabilities(72)
Net assets acquired
$10,000 
(1)Consists of leasehold improvements of $1,398 and furniture, fixtures, and equipment of $127.
(2)The amortization period for acquired licenses is 10 years. During the nine months ended September 30, 2025, certain estimates related to the fair value of the acquired licenses were refined, resulting in a measurement period purchase accounting adjustment that reduced the value by $940, with a related impact to goodwill.
(3)Goodwill is largely attributable to the value expected to be obtained from long-term business growth and buyer-specific synergies. Goodwill is largely not deductible for tax purposes under the limitations under IRC Section 280E; see Note 14, “Income Taxes,” for additional information.
Schedule of Business Acquisition, Pro Forma Information
The following table summarizes the revenue and net (loss) income related to the acquisitions described above that are included in our consolidated results from the respective effective dates, as applicable.
Three Months Ended
September 30, 2025
(in thousands)
Midwest Partnership Dispensary Three
Midwest Partnership Dispensary Four
Northeast Partnership Dispensary One
Northeast Partnership Dispensaries Two and Three
Revenue, net
$867 $963 $1,470 $248 
Net (loss) income
(214)(163)286 (64)
Nine Months Ended
September 30, 2025
(in thousands)
Midwest Partnership Dispensary Three
Midwest Partnership Dispensary Four
Northeast Partnership Dispensary One
Northeast Partnership Dispensaries Two and Three
Revenue, net
$1,769 $1,214 $1,895 $248 
Net (loss) income
(398)(235)262 (64)