10-Q

☐ 根據1934年證券交易法第13條或第15(d)條，交易所法過渡報告彙報期間從至

請勾選以下項目，以判定在過去12個月(或更短期間，該註冊人被要求提交報告)內所有根據1934年證券交易法第13條或第15(d)條要求提供報告的報告是否已經提交，並且該註冊人在過去90天中是否受到提交報告的要求。是 ☒ 否 ☐

在前12個月內（或公司需要提交這些文件的較短時間內），公司是否已通過選中標記表明已閱讀並提交了應根據S-t法規第405條規定（本章第232.405條）提交的所有互動式數據文件？是 ☒ 否 ☐

請勾選該申報者是否為大型快速申報者、快速申報者、非快速申報者、小型報告公司或新興成長公司。請參閱交易所法案第1202條中“大型快速申報者”、“快速申報者”、“小型報告公司”和“新興成長公司”的定義。

如果是新興成長公司，請用勾選表示該註冊人已選擇不使用根據《交易所法》第13(a)條提供的任何新的或修訂的財務會計標準的擴展過渡期來遵守。 ☐

請勾選表示登記人是否為空殼公司（按照法案第120億2條的定義）。是 ☐ 否 ☒

截至2024年11月1日有 212,043,394 公司的普通投票股份 37,623 公司的多重投票股份 206,690 公司的超級投票股份尚有股份。

在本十大卷報告書中，除非情況另有要求，“我們”、“我們的”、“我們公司”、“企業”或“Green Thumb”指的是 Green Thumb Industries Inc. 及其全資子公司。

本文件中提及的“$”或“US$”均指美元，“C$”指加拿大元。

本季度10-Q表格中包含我們認為是或可能被視為“前瞻性陳述”的陳述。本文件中包含的除了歷史事實陳述之外的所有陳述，涉及我們行業前景或我們的前景、計劃、財務狀況或業務策略，均可能構成前瞻性陳述。此外，前瞻性陳述通常可通過使用前瞻性字詞，如“可能”、“將”、“期望”、“打算”、“估計”、“預見”、“項目”、“預計”、“相信”、“計劃”、“預測”、“繼續” 或“可能”或這些詞的否定形式或這些詞或與它們具有類似含義的詞或表達方式的變體來識別。此外，前瞻性陳述可能包含在我們向證券交易委員會（“SEC”）提交的各種申請中，以及由我們授權的一位主管人員之一進行的新聞稿或口頭陳述中。盡管我們認為這些前瞻性陳述所反映的期望是合理的，但我們無法保證這些期望將被證明正確。這些前瞻性陳述受到某些已知和未知風險和不確定性的影響，以及可能導致實際結果與這些前瞻性陳述所反映的結果有實質差異的假設。這些已知和未知風險包括但不限於：大麻在美國聯邦法律下仍屬非法，並且執法有可能發生變化；各州對大麻的管制不確定；公司可能無法獲得或保留必要的許可和授權；公司可能受到加拿大監管機構的高度關注；公司可能面臨大麻許可的所有權限制；公司可能會受到美國食品和藥品管理局或美國酒精、煙草、槍支和爆裂品管理局的管制；作為大麻企業，公司受適用反洗錢法律和法規的約束，並受限於銀行和其他金融服務的使用；公司可能面臨獲得額外融資的困難；公司無法獲得美國破產法的保護；公司運營於受到高度管制的行業中，可能無法始終成功地遵守公司進行業務的所有司法管轄區的申請性法規要求；公司面臨激烈的競爭；公司面臨來自非法市場以及符合農業法案的實際或號稱符合農業法案的大麻產品的競爭；公司依賴其品牌組合的受歡迎程度和消費者接受程度；公司的商標保護有限；大麻企業受到不利稅收待遇，可能會承擔重大稅務負擔；公司受犯罪所得法令約束；公司面臨欺詐或非法活動的風險；公司面臨因行業尚不成熟或比較有限、競爭激烈或尚未建立行業最佳實踐而產生的風險；公司面臨與其產品相關的風險；公司的業務受到農業運作固有風險的影響；公司可能受到能源成本上升或波動和供應不足的影響；公司面臨與其資訊技術系統以及潛在的網絡攻擊和安全漏洞相關的風險；公司依賴第三方軟件提供商提供許多其操作所依賴的能力，一個或多個系統的中斷可能會對業務產生不利影響；公司依賴公司管理團隊和其他在大麻行業有經驗的員工的專業知識，關鍵人員流失可能會對公司的業務、財務狀況和營運結果產生負面影響；公司面臨產品責任或類似索賠的固有風險；公司的產品可能受到召回；公司可能面臨不利的宣傳或消費者觀感；並且公司的表決權受集中控制；公司的資本結構和表決權可能導致不可預測性；在公開市場上，我們的普通股股東出售大量次級表決股可能對我們次級表決股的市場價格產生不利影響，並可能影響公司的業務和財務狀況以及營運結果。這些以及其他風險在該公司截至2023年12月31日止的年度10-k報告的“風險因素”部分中進一步描述，以及該公司在美國證券交易委員會提交的及SEC的網站上或網址中可獲得的文件中描述。 https://investors.gtigrows.com讀者應該謹慎對待本文件中包含的任何前瞻性聲明，這些聲明僅反映管理層截至本日期的意見。除非法律要求，我們將不會有義務修訂或公開發布任何前瞻性聲明的結果。建議您查閱我們在向美國證券交易委員會提交的報告中作出的任何額外披露。我們或代表我們行事的任何人作出的所有後續書面和口頭前瞻性聲明均受到本文件中包含的警語性聲明的完全限制。

附註是這些未經審計的中期簡明綜合基本報表的不可或缺的一部分。

附註是這些未經審計的中期簡明綜合財務報表的重要組成部分

附註是這些未經審計的中期簡明綜合基本報表的不可或缺的一部分。

1.簡報概述及基礎

(a) 業務描述

Green Thumb Industries Inc.（「Green Thumb」，「公司」，「我們」或「我們」）是一家國家大麻消費包裝產品公司和零售商，通過大麻的力量促進福祉，同時致力於社區和可持續、有利可持續的增長。Green Thumb 擁有、製造和分發一系列大麻消費包裝產品品牌組合，包括 &Shine、Beboe、Dogwalkers、所羅門博士、Good Green、超人超人和 RythM，到美國各地的第三方零售商店以及 Green Thumb 擁有的零售地點。該公司還擁有和經營零售大麻商店，其中包括一家名為 RISE Dispensaries 的全國連鎖鏈，該連鎖店銷售我們的產品和第三方產品。截至 2024 年 9 月 30 日，Green Thumb 在十四個市場（加州、康涅狄格州、佛羅里達州、伊利諾伊州、馬里蘭州、馬薩諸塞州、明尼蘇達州、內華達州、紐約、俄亥俄州、賓夕法尼亞州、羅德島州和弗吉尼亞州）擁有收入，僱用約 4,800 名員工，每年為數百萬患者和客戶提供服務。

公司註冊辦事處位於豪威街 250 號 20 號第樓層, 溫哥華, 不列顛哥倫比亞省, V6C 3R8.公司的美國總部位於伊利諾州芝加哥華街 325 號休倫街 325 號套房 60654。

(b) 演示基礎

隨附的未經審核中期簡明合併財務報表包括 Green Thumb 的帳目，並按照美國普遍接受的會計原則（「GAAP」）編製中期財務資訊，並按照美國證券交易委員會（「SEC」）的規則和法規編制。因此，它們不包括 GAAP 所需的所有信息和註腳，因此，通常在年度財務報表中包含的某些信息、註腳和披露，並根據 GAAP 擬備的某些信息、註釋和披露已根據 SEC 規則和規例進行簡明或省略。本文所載的財務數據應與截至二零二三年十二月三十一日止年度之公司表格 10-k 年報內所載之經審核合併財務報表及附帶附註一併閱讀 (「2023 年」) 表格 10-K」）。根據管理層認為，所提交的財務數據包括所有必要的調整，以公平地呈現所列中期的財務狀況、營運結果和現金流量。某些先前報告的金額已在明細行項目之間重新分類，以符合當前期間表示。中期的結果不應被視為全年業績的指示性。這些未經審核中期簡明合併財務報表包括管理層的估計和假設，這些預估和假設會影響未經審核簡明合併財務報表中報告的金額。實際結果可能與這些估計不同。

本公司於 2023 年內之綜合財務報表附註 2 所述的重要會計政策並未有任何變更表格 10 公里

(d) 每股盈利

每股基本盈利採用庫務股票方法計算，通過將股東應佔淨盈利除以每個展示期間發行普通股的加權平均數目。隨機發行股份（包括託管中持有的股份）不被視為未發行的普通股，因此不包括在每股盈利計算中。每股稀釋盈利是以庫務股方法計算，通過調整流行普通股的加權平均數目，以假設所有稀釋潛在普通股的轉換。本公司有三類可能稀釋普通股等價股：限制股票單位、股票期權及認股權證。截至二零二四年九月三十日，該公司有 8,491,983 選項， 4,561,819 限制庫存單位及 2,128,022 未償還的認股權證。截至二零二三年九月三十日，該公司有 10,229,895 選項， 3,499,193 限制庫存單位及 3,734,555 未償還的認股權證。

1. Overview and Basis of Presentation (Continued)

(d) Earnings per Share (Continued)

In order to determine diluted earnings per share, it is assumed that any proceeds from the vesting of dilutive unvested restricted stock units, or exercise of unvested stock options and warrants would be used to repurchase common shares at the average market price during the period. Under the treasury stock method, the diluted earnings per share calculation excludes any potential conversion of stock options and convertible debt that would increase earnings per share or decrease loss per share. For the three months ended September 30, 2024, the computation of diluted earnings per share included 1,001,228 options, 923,686 restricted stock units, and 67,625 warrants. For the nine months ended September 30, 2024, the computation of diluted earnings per share included 1,339,591 options, 1,669,708 restricted stock units, and 104,041 warrants. For the three months ended September 30, 2023, the computation of diluted earnings per share included 211,651 options and 618,525 restricted stock units. For the nine months ended September 30, 2023, the computation of diluted earnings per share included 153,215 options and 1,425,045 restricted stock units. There were no dilutive warrants during the three and nine months ended September 30, 2023 as the strike price was greater than the average stock price for the period. For the three and nine months ended September 30, 2024, the weighted average number of anti-dilutive stock options excluded from the computation of diluted earnings per share were 869,491 and 918,465, respectively. For the three and nine months ended September 30, 2023, the weighted average number of anti-dilutive stock options excluded from the computation of diluted earnings per share were 2,349,064 and 3,198,625, respectively.

(e) Recently Issued Accounting Standards

(i)

In November 2023, the FASB issued Accounting Standards Update (“ASU”) No. 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures, to provide enhanced segment disclosures. The standard will require disclosures about significant segment expense categories and amounts for each reportable segment, for all periods presented. Additionally, the standard requires public entities to disclose the title and position of the Chief Operating Decision Maker (“CODM”) in the consolidated financial statements. These enhanced disclosures are required for all entities on an interim and annual basis, effective for fiscal years beginning after December 15, 2023, and interim periods within annual periods beginning after December 15, 2024. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements.

(ii)

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which is intended to provide enhancements to annual income tax disclosures. The standard will require more detailed information in the rate reconciliation table and for income taxes paid, among other enhancements. The standard is effective for years beginning after December 15, 2024 and early adoption is permitted. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements.

The Company reviews recently issued accounting standards on a quarterly basis and has determined there are no other standards yet to be adopted which are relevant to the business for disclosure.

2. INVENTORIES

The Company’s inventories include the following at September 30, 2024 and December 31, 2023:


		September 30, 2024		December 31, 2023
		(in thousands)
Raw Material	$	2,961	$	1,547
Packaging and Miscellaneous		11,806		10,661
Work in Process		54,764		47,029
Finished Goods		72,566		57,631
Reserve for Obsolete Inventory		(3,814)		(3,898)
Total Inventories, Net	$	138,283	$	112,970

3. PROPERTY AND EQUIPMENT

At September 30, 2024 and December 31, 2023, property and equipment consisted of the following:


		September 30, 2024		December 31, 2023
		(in thousands)
Buildings and Improvements	$	354,054	$	353,912
Equipment, Computers and Furniture		189,736		171,522
Leasehold Improvements		229,964		200,232
Land		33,725		33,725
Land Improvements		1,538		1,046
Assets Under Construction		27,388		23,142
Capitalized Interest		31,944		30,817
Total Property and Equipment		868,349		814,396
Less: Accumulated Depreciation		(172,683)		(127,290)
Property and Equipment, net	$	695,666	$	687,106

Assets under construction represent costs associated with construction projects on cultivation and production facilities and retail stores as well as costs associated with internal-use software not yet placed in service.

Depreciation expense for the three and nine months ended September 30, 2024 totaled $15,918 thousand and $46,434 thousand, respectively, of which $10,240 thousand and $29,963 thousand, respectively, is included in cost of goods sold. Depreciation expense for the three and nine months ended September 30, 2023 totaled $12,885 thousand and $35,266 thousand, respectively, of which $8,298 thousand and $23,348 thousand, respectively, is included in cost of goods sold.

4. INTANGIBLE ASSETS AND GOODWILL

(a) Intangible Assets

Intangible assets are recorded at cost less accumulated amortization and impairment losses. Intangible assets acquired in a business combination are measured at fair value at the acquisition date. Amortization of definite life intangibles is provided on a straight-line basis over their estimated useful lives. The estimated useful lives, residual values, and amortization methods are reviewed at each year end, and any changes in estimates are accounted for prospectively.

At September 30, 2024 and December 31, 2023, intangible assets consisted of the following:


		September 30, 2024						December 31, 2023
		Gross Carrying Amount		Accumulated Amortization		Net Book Value		Gross Carrying Amount		Accumulated Amortization		Net Book Value
		(in thousands)						(in thousands)
Licenses and Permits	$	660,716	$	190,838	$	469,878	$	660,716	$	157,764	$	502,952
Trademarks		41,511		15,422		26,089		41,511		13,378		28,133
Customer Relationships		24,438		19,545		4,893		24,438		16,927		7,511
Non-Competition Agreements		2,565		2,565		—		2,565		2,483		82
Total Intangible Assets	$	729,230	$	228,370	$	500,860	$	729,230	$	190,552	$	538,678

The Company recorded amortization expense for the three and nine months ended September 30, 2024 of $12,574 thousand and $37,818 thousand, respectively. The Company recorded amortization expense for the three and nine months ended September 30, 2023 of $12,743 thousand and $38,097 thousand, respectively. As of September 30, 2024 and December 31, 2023, intangible assets are carried net of accumulated impairment losses of $31,131 thousand as of each period then ended.

The following table outlines the estimated annual amortization expense related to intangible assets as of September 30, 2024:


		Estimated Amortization
Year Ending December 31,		(in thousands)
Remainder of 2024	$	12,574
2025		50,294
2026		47,332
2027		46,803
2028		46,803
2029 and Thereafter		297,054
	$	500,860

As of September 30, 2024, the weighted average amortization period remaining for intangible assets was 10.68 years.

(b) Goodwill

At September 30, 2024 and December 31, 2023 the balances of goodwill, by segment, consisted of the following:


		September 30, 2024		December 31, 2023
		(in thousands)
Retail	$	273,802	$	273,802
Consumer Packaged Goods		315,889		315,889
Total	$	589,691	$	589,691

Goodwill is recognized net of accumulated impairment losses of $57,372 thousand as of September 30, 2024 and December 31, 2023. During the three and nine months ended September 30, 2024 and 2023, there were no goodwill impairment charges recognized by the Company in the unaudited interim condensed consolidated statements of operations.

5. INVESTMENTS

As of September 30, 2024 and December 31, 2023, the Company held various equity interests in cannabis-related companies as well as investments in note(s) receivable instruments that had a combined fair value of $61,422 thousand and $64,361 thousand, respectively. The Company measures its investments that do not have readily determinable fair value at cost minus impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. The Company performs an assessment on a quarterly basis to determine whether triggering events for impairment exist and to identify any observable price changes.

The following table summarizes the changes in the Company’s investments during the nine months ended September 30, 2024 and year ended December 31, 2023:


		September 30, 2024		December 31, 2023
		(in thousands)
Beginning	$	64,361	$	74,169
Additions		3,817		8,200
Proceeds		(7,012)		(498)
Fair value adjustment		256		(17,460)
Transfers and other		—		(50)
Ending	$	61,422	$	64,361

The following table summarizes the change in fair value associated with the Company's equity investments and notes receivable instruments recorded during the three and nine months ended September 30, 2024 and 2023.


	Three Months Ended September 30,				Nine Months Ended September 30,
		2024		2023		2024		2023
	(in thousands)
Equity Investments	$	(67)	$	724	$	91	$	(410)
Notes Receivable Instruments		—		—		9		—
Accrued Interest on Notes Receivable Instruments		(10)		51		156		257
Net fair value gains (losses)	$	(77)	$	775	$	256	$	(153)

(a) Equity Investments

The Company held equity investments in both publicly and privately traded entities throughout the three and nine months ended September 30, 2024 and 2023. Publicly traded entities generally have readily determinable fair values and are classified as Level 1 investments. Meanwhile, non-publicly traded entities generally do not have readily determinable fair values and are classified as Level 3 investments. The Company has classified all of its holdings as trading securities and recorded such amounts within investments on the Company's unaudited interim condensed consolidated balance sheets.

The following table summarizes the change in the Company's Level 1 equity investments during the three and nine months ended September 30, 2024 and 2023.


	Three Months Ended September 30,				Nine Months Ended September 30,
		2024		2023		2024		2023
	(in thousands)
Beginning	$	507	$	1,370	$	2,001	$	2,535
Proceeds		(440)		—		(2,092)		(31)
Fair value adjustment		(67)		724		91		(410)
Ending	$	—	$	2,094	$	—	$	2,094

5. INVESTMENTS (Continued)

(a) Equity Investments (Continued)

The following table summarizes the change in the Company's Level 3 equity investments during the three and nine months ended September 30, 2024 and 2023.


	Three Months Ended September 30,				Nine Months Ended September 30,
		2024		2023		2024		2023
	(in thousands)
Beginning	$	25,953	$	42,330	$	25,953	$	40,330
Additions		852		—		852		2,000
Transfers and other		5,000		—		5,000		—
Ending	$	31,805	$	42,330	$	31,805	$	42,330

The following table summarizes unrealized (losses) gains recognized on the Company's equity investments held during the three and nine months ended September 30, 2024 and 2023.


	Three Months Ended September 30,				Nine Months Ended September 30,
		2024		2023		2024		2023
	(in thousands)
Unrealized gain (loss) recognized on equity investments	$	(67)	$	724	$	91	$	(410)
Realized gain (loss) recognized on equity investments		(67)		64		91		60
Net unrealized gain (loss) on equity investments	$	—	$	660	$	—	$	(350)

See Note 13 - Fair Value Measurements for additional details.

(b) Notes Receivable Instruments

The Company held note(s) receivable instrument(s) in publicly and privately traded entities throughout the three and nine months ended September 30, 2024 and 2023. The combined fair value of these notes receivable instruments includes the initial investment cost and combined contractual accrued interest recorded within interest income on the unaudited interim condensed consolidated statements of operations.

All of the Company's notes receivable instruments are classified as trading securities and are included within investments on the Company's unaudited interim condensed consolidated balance sheets.

The following table summarizes the change in the Company's Level 1 note receivable instrument during the three and nine months ended September 30, 2024 and 2023.


	Three Months Ended September 30,				Nine Months Ended September 30,
		2024		2023		2024		2023
	(in thousands)
Beginning	$	24,188	$	22,214	$	22,214	$	22,214
Additions		—		—		1,965		—
Fair value adjustment		—		—		9		—
Ending	$	24,188	$	22,214	$	24,188	$	22,214

The Company's Level 1 note receivable instrument had a stated interest rate of 13%, a maturity date of April 29, 2025 and did not contain any conversion features.

5. INVESTMENTS (Continued)

(b) Notes Receivable Instruments (Continued)

The following table summarizes the change in the Company's Level 3 notes receivable instruments during the three and nine months ended September 30, 2024 and 2023.


	Three Months Ended September 30,				Nine Months Ended September 30,
		2024		2023		2024		2023
	(in thousands)
Beginning	$	10,764	$	9,146	$	14,193	$	9,090
Additions		—		1,500		1,000		1,700
Proceeds		(325)		—		(4,920)		(300)
Accrued Interest		(10)		51		156		257
Transfers and other		(5,000)		—		(5,000)		(50)
Ending	$	5,429	$	10,697	$	5,429	$	10,697

The Company's Level 3 notes receivable instruments had a stated interest rate of 10% and terms between twelve months to five years.

On January 9, 2024, one of the Company's privately held notes receivable instruments matured and the Company collected the principal amount of $4,000 thousand along with accrued interest of $605 thousand on such date.

See Note 13 - Fair Value Measurements for additional details.

6. LEASES

(a) Operating Leases

The Company has operating leases for its retail stores, processing and cultivation facilities and corporate office spaces. Operating lease right-of-use assets and operating lease liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date.

All real estate leases are recorded on the balance sheet. Equipment and other non-real estate leases with an initial term of twelve months or less are not recorded on the balance sheet. Lease agreements for some locations provide for rent escalations and renewal options. Certain real estate leases require payment for fixed and variable non-lease components, such as taxes, insurance and maintenance. The Company accounts for each real estate lease and the related non-lease components together as a single component.

The Company determines if an arrangement is a lease at inception. The Company must consider whether the contract conveys the right to control the use of an identified asset. Certain arrangements require significant judgment to determine if an asset is specified in the contract and if the Company directs how and for what purpose the asset is used during the term of the contract. For three and nine months ended September 30, 2024, the Company recorded operating lease expense of $16,946 thousand and $41,622 thousand, respectively compared to operating lease expense of $11,628 thousand and $35,996 thousand for three and nine months ended September 30, 2023, respectively.

Other information related to operating leases as of September 30, 2024 and December 31, 2023 were as follows:


	September 30, 2024	December 31, 2023
Weighted average remaining lease term (years)	10.98	11.75
Weighted average discount rate	12.27%	12.40%

Maturities of lease liabilities for operating leases as of September 30, 2024 were as follows:


		Maturities of Lease Liability
Year Ending December 31,		Third-Party		Related Party		Total
		(in thousands)
Remainder of 2024	$	11,493	$	146	$	11,639
2025		45,523		592		46,115
2026		45,867		603		46,470
2027		46,364		572		46,936
2028		45,449		364		45,813
2029 and Thereafter		332,247		1,364		333,611
Total Lease Payments		526,943		3,641		530,584
Less: Interest		(255,309)		(1,156)		(256,465)
Present Value of Lease Liability	$	271,634	$	2,485	$	274,119

(b) Related Party Operating Leases

The Company has leasing arrangements that are related party transactions, including for certain facilities in Maryland, Massachusetts and Nevada. Wendy Berger, a former director of the Company, is a principal of WBS Equities, LLC, which is the Manager of Mosaic Real Estate, LLC, which owned the facilities leased by the Company. Additionally, Mosaic Real Estate, LLC is owned in part by Ms. Berger (through the Wendy Berger 1998 Revocable Trust), Benjamin Kovler, the Chairman and Chief Executive Officer of the Company (through KP Capital, LLC), and Anthony Georgiadis, the President and a director of the Company (through Three One Four Holdings, LLC). The terms of these leases range from 7 years to 15 years. For the three and nine months ended September 30, 2024, the Company recorded lease expense of $145 thousand and $450 thousand, respectively, compared to lease expense of $139 thousand and $415 thousand for the three and nine months ended September 30, 2023, respectively, associated with these leasing arrangements.

7. NOTES PAYABLE

At September 30, 2024 and December 31, 2023, notes payable consisted of the following:


		September 30, 2024		December 31, 2023
		(in thousands)
Charitable contributions1	$	—	$	351
Private placement debt dated April 30, 20212		—		221,680
Syndicated credit facility dated September 11, 20243		147,871		—
Mortgage notes4		107,708		86,492
Total notes payable		255,579		308,523
Less: current portion of notes payable		(9,397)		(2,996)
Notes payable, net of current portion	$	246,182	$	305,527

1 In connection with acquisitions completed in 2017 and 2019, the Company committed to provide charitable contributions of $50 thousand per quarter through October 2024 and $250 thousand per year through May 2024, respectively. The net present value of these contributions was recorded as a liability with interest rates ranging between 2.17% - 7.00%. As of September 30, 2024, the Company has fully satisfied these commitments.

2 The April 30, 2021 private placement debt, as amended on October 21, 2021 (the “April 30, 2021 Notes”), were retired as of September 11, 2024.

3 The Credit Facility (as defined below in Section (a) of this Note 7) was issued in an aggregate amount of $150,000 thousand, and will bear interest at the Secured Overnight Financing Rate (“SOFR”) + 500 basis points, payable quarterly. The Credit Facility matures on September 11, 2029. As of September 30, 2024, the Credit Facility's outstanding principal balance was $150,000 thousand, which was recorded net of debt discount of $2,129 thousand.

4 The Company has issued various mortgage notes at an aggregate value of $112,285 thousand and $88,785 thousand in connection with various operating properties as of September 30, 2024 and December 31, 2023, respectively. The mortgage notes were issued at a discount, the carrying value of which was $1,060 thousand and $725 thousand, and are presented net of principal payments of $3,517 thousand and $1,568 thousand as of September 30, 2024 and December 31, 2023, respectively. These mortgage notes mature between August 20, 2025 and June 5, 2035 with interest rates ranging between 5.00% and 7.77%.

(a) Syndicated Credit Facility

On September 11, 2024, the Company entered into a $150,000 thousand syndicated credit facility (the “Credit Facility”) led by Valley National Bank. The Credit Facility has a maturity date of September 11, 2029 and will bear interest from the date of issuance at the SOFR + 500 basis points, payable quarterly. The interest rate on the closing date was 10.10% per annum. The April 30, 2021 Notes were retired on September 11, 2024, with the proceeds from the Credit Facility and cash generated from operations.

(b) Warwick, New York Mortgage Note

On September 4, 2024, the Company closed on a $23,500 thousand mortgage note associated with its Warwick, New York CPG facility bearing an interest rate of 7.75% per annum, with a maturity date of September 4, 2029. The mortgage includes various covenants requiring the Company to maintain certain financial ratios related to its ability to service the debt. As of September 30, 2024, the Company was in compliance with all covenants associated with the mortgage.

8. WARRANTS

As part of the terms of the Company’s issuance of the April 30, 2021 Notes, as well as other financing arrangements, the Company issued warrants, which allow the holders to purchase the Company's Subordinate Voting Shares at an exercise price determined at the time of issuance.

The following table summarizes the number of warrants outstanding as of September 30, 2024 and December 31, 2023:


	Liability Classified				Equity Classified
	Number of Shares		Weighted Average Exercise Price (C$)	Weighted Average Remaining Contractual Life	Number of Shares		Weighted Average Exercise Price (USD)	Weighted Average Remaining Contractual Life
Balance as of December 31, 2023	1,997,208	C$	18.03	0.50	1,737,347	$	31.83	2.38
Warrants Expired	(1,606,533)		—	—	—		—	—
Balance as of September 30, 2024	390,675	C$	12.42	0.21	1,737,347	$	31.83	1.63

(a) Liability Classified Warrants Outstanding

The following table summarizes the fair value of the liability classified warrants at September 30, 2024 and December 31, 2023:


				Fair Value
Warrant Liability	Strike Price	Warrants Outstanding		September 30, 2024		December 31, 2023		Change
				(in thousands)
Private Placement Financing Warrants Issued May 2019	C$19.39	—	$	—	$	1,673	$	(1,673)
Modification Warrants Issued November 2019	C$12.04	316,947		560		1,151		(591)
Additional Modification Warrants Issued May 2020	C$14.03	73,728		168		293		(125)
Totals		390,675	$	728	$	3,117	$	(2,389)

During the three and nine months ended September 30, 2024 and 2023, the Company recorded gains of $855 thousand and $2,389 thousand, a loss $1,329 thousand and a gain of $934 thousand, respectively, on the change in the fair value of the warrant liability within other income (expense) on the unaudited interim condensed consolidated statements of operations.

The following table summarizes the significant assumptions used in determining the fair value of the warrant liability as of each reporting date (see Note 13 - Fair Value Measurements for additional details):


	September 30,	December 31,
Significant Assumptions	2024	2023
Volatility	57.64%-70.07%	61.76% - 74.31%
Remaining Term	0.11-0.64 years	0.39-1.39 years
Risk Free Rate	2.94%	3.91%

8. WARRANTS (Continued)

(b) Equity Classified Warrants Outstanding

The Company's equity classified warrants were recorded at fair value at each respective date of issuance. Equity classified warrants are not remeasured at fair value on a recurring basis and are carried at their issuance date fair value. The following table summarizes the carrying amounts of the Company's equity classified warrants at September 30, 2024 and December 31, 2023:


				Issuance Date Fair Value
		Warrants		September 30,		December 31,
Warrants Included in Contributed Surplus	Strike Price	Outstanding		2024		2023
				(in thousands)
Mortgage Warrants Issued June 2020	$9.10	35,000	$	181	$	181
Private Placement Refinance Warrants Issued April 2021	$32.68	1,459,044		22,259		22,259
Private Placement Refinance Warrants Issued October 2021	$30.02	243,303		2,616		2,616
Totals		1,737,347	$	25,056	$	25,056

The equity warrants were valued as of the date of issuance using a Black Scholes Option Pricing model. The following table summarizes the significant assumptions used in determining the fair value of the warrants as of each respective issuance date:


Significant Assumptions	Private Placement Refinancing Warrants	Private Placement Refinancing Warrants	Mortgage Warrants
Date of Issuance	October 15, 2021	April 30, 2021	June 5, 2020
Volatility	73%	73%	80%
Estimated Term	4 years	4 years	5 years
Risk Free Rate	1.12%	0.74%	0.37%

9. SHARE CAPITAL

Common shares, which include the Company’s Subordinate Voting Shares, Multiple Voting Shares and Super Voting Shares, are classified as equity. Incremental costs directly attributable to the issuance of common shares are recognized as a deduction from equity. The proceeds from the exercise of stock options or warrants together with amounts previously recorded in reserves over the applicable vesting periods are recorded as share capital. Income tax relating to transaction costs of an equity transaction is accounted for in accordance with Accounting Standards Codification (“ASC”) 740, Income Taxes.

(a) Authorized

The Company has the following classes of share capital, with each class having no par value:

(i) Subordinate Voting Shares

The holders of the Subordinate Voting Shares are entitled to receive dividends which may be declared from time to time and are entitled to one vote per share at meetings of the Company’s shareholders. All Subordinate Voting Shares are ranked equally with regard to the Company’s residual assets. The Company is authorized to issue an unlimited number of no par value Subordinate Voting Shares.

(ii) Multiple Voting Shares

Each Multiple Voting Share is entitled to 100 votes per share at shareholder meetings of the Company and is exchangeable for 100 Subordinate Voting Shares. The Company is authorized to issue an unlimited number of Multiple Voting Shares.

(iii) Super Voting Shares

Each Super Voting Share is entitled to 1,000 votes per share at shareholder meetings of the Company and is exchangeable for 100 Subordinate Voting Shares or one Multiple Voting Share. The Company is authorized to issue an unlimited number of Super Voting Shares.

(b) Issued and Outstanding

A reconciliation of the beginning and ending amounts of the issued and outstanding shares by class is as follows:


	Issued and Outstanding
	Subordinate Voting Shares	Multiple Voting Shares	Super Voting Shares
As at January 1, 2024	209,871,792	38,531	216,690
Distribution of contingent consideration	1,250,000	—	—
Issuance of shares upon exercise of options	1,331,937	—	—
Issuances of shares upon vesting of RSUs	905,176	—	—
Repurchase of Subordinate Voting Shares	(2,725,000)	—	—
Exchange of shares	1,084,800	(848)	(10,000)
As at September 30, 2024	211,718,705	37,683	206,690

9. SHARE CAPITAL (Continued)

(i) Distribution of Contingent Consideration

Dharma Pharmaceuticals, LLC

In connection with the Company's 2021 acquisition of Dharma Pharmaceuticals, LLC (“Dharma”), the purchase agreement included contingent consideration of up to $65,000 thousand in Subordinate Voting Shares of Green Thumb, dependent upon 1) the successful opening of five retail stores in the Virginia area within the first three years following the signing of the agreement (“Retail Stores Milestone”) and 2) the legal sale of adult-use cannabis in a retail store on or before January 1, 2025 (the “Recreational Sales Milestone”). The Retail Stores Milestone was fully achieved prior to expiration and settled in previous periods.

On February 9, 2024, the Company and the former owners of Dharma agreed to amend the conditions of the Recreational Sales Milestone (the “Amended Agreement”). Under the Amended Agreement, the former owners waived their right to the Recreational Sales Milestone in exchange for the delivery of 1,250,000 Subordinate Voting Shares. On February 15, 2024, the Company recorded a gain of $15,991 thousand, representing the settlement of the Recreational Sales Milestone and distributed the shares to the former owners of Dharma, which had a fair market value of $17,259 thousand, which was based on the value of the shares as traded on the Canadian Securities Exchange on the date of distribution. The gain was recorded within sales general and administrative expenses on the unaudited interim condensed consolidated statement of operations.

(ii) Repurchase of Subordinate Voting Shares

Following the expiration of the Company's previous share program on September 10, 2024, on September 13, 2024, the Company's Board of Directors authorized a share repurchase program that allows the Company to repurchase up to 10,573,860 of its Subordinate Voting Shares over a 12-month period at an aggregate cost of up to $50,000 thousand. The share repurchase program commenced on September 23, 2024.

Under the Company's original share repurchase program, a total of 6,568,125 Subordinate Voting Shares were repurchased for $73,304 thousand of which 2,725,000 Subordinate Voting Shares for $33,448 thousand were repurchased during the nine months ended September 30, 2024.

The Company operates equity settled stock-based remuneration plans for its eligible directors, officers, employees and consultants. All goods and services received in exchange for the grant of any stock-based payments are measured at their fair value unless the fair value cannot be estimated reliably. If the Company cannot estimate reliably the fair value of the goods and services received, the Company measures their value indirectly by reference to the fair value of the equity instruments granted. For transactions with employees and others providing similar services, the Company measures the fair value of the services by reference to the fair value of the equity instruments granted. Equity settled stock-based payments under stock-based payment plans are ultimately recognized as an expense in profit or loss with a corresponding credit to equity.

In June 2018, the Company established the Green Thumb Industries Inc. 2018 Stock and Incentive Plan, which was amended by Amendment No. 1, Amendment No. 2 and Amendment No. 3 thereto (as amended, the “Plan”). The maximum number of Restricted Stock Units (“RSUs”) and options outstanding under the Plan at any time shall not exceed 10% of the Company's then issued and outstanding shares on an as-converted basis.

The Company recognizes compensation expense for RSUs and options on a straight-line basis over the requisite service period of the award. Non-market vesting conditions are included in the assumptions about the number of options that are expected to become exercisable. Estimates are subsequently revised if there is any indication that the number of options expected to vest differs from the previous estimate. Any cumulative adjustment prior to vesting is recognized in the current period with no adjustment to prior periods for expense previously recognized. Option and RSU awards generally vest over three years, and options typically have a life of five to ten years. Option grants under the Plan are determined by the Compensation Committee of the Company’s Board of Directors with the option price set at no less than 100% of the fair market value of a share on the date of grant.

9. SHARE CAPITAL (Continued)

Stock option activity is summarized as follows:


	Number of Shares	Weighted Average Exercise Price	Weighted Average Remaining Contractual Life
Balance as of December 31, 2023	10,071,467	$11.75	4.31
Granted	797,289	14.96
Exercised	(1,331,937)	8.66
Forfeited	(1,044,836)	14.06
Balance as of September 30, 2024	8,491,983	$12.65	4.44
Exercisable as of September 30, 2024	3,400,436	$7.66	3.87

The Company used the Black-Scholes option pricing model to estimate the fair value of the options granted during the nine months ended September 30, 2024 and the year ended December 31, 2023, using the following ranges of assumptions:


	September 30,	December 31,
	2024	2023
Risk-free interest rate	3.02% - 3.92%	3.06% - 4.32%
Expected dividend yield	0%	0%
Expected volatility	62% - 64%	64%
Expected option life	4.46 - 4.5 years	3.5 – 4.5 years

As permitted under ASC 718, the Company has made an accounting policy choice to account for forfeitures when they occur.

The following table summarizes the number of unvested RSU awards as of September 30, 2024 and December 31, 2023 and the changes during the nine months ended September 30, 2024:


	Number of Shares		Weighted Average Grant Date Fair Value
Unvested Shares at December 31, 2023	3,620,638	$	9.25
Granted	2,635,868		14.45
Forfeited	(789,511)		11.62
Vested	(905,176)		9.86
Unvested Shares at September 30, 2024	4,561,819	$	11.52

The stock-based compensation expense for the three and nine months ended September 30, 2024 and 2023 was as follows:


		Three Months Ended September 30,				Nine Months Ended September 30,
		2024		2023		2024		2023
		(in thousands)				(in thousands)
Stock options expense	$	2,387	$	4,009	$	8,081	$	12,795
Restricted Stock Units		5,962		3,206		15,624		8,040
Total Stock Based Compensation Expense	$	8,349	$	7,215	$	23,705	$	20,835

As of September 30, 2024, $54,282 thousand of total unrecognized expense related to stock-based compensation awards is expected to be recognized over a weighted-average period of 2.03 years.

10. INCOME TAX EXPENSE

The following table summarizes the Company’s income tax expense and effective tax rates for the three and nine months ended September 30, 2024 and 2023:


		Three Months Ended September 30,				Nine Months Ended September 30,
		2024		2023		2024		2023
Income before Income Taxes	$	39,703	$	45,333	$	156,017	$	127,829
Income Tax Expense		30,922		34,526		94,970		93,927
Effective Tax Rate		77.9%		76.2%		60.9%		73.5%

The effective tax rates for the three months ended September 30, 2024 and 2023 were based on the Company’s forecasted annualized effective tax rates and were adjusted for discrete items that occurred within the periods presented.

Due to its cannabis operations, the Company is subject to the limitations of the U.S. Internal Revenue Code of 1986, as amended (“IRC”) Section 280E under which the Company is only allowed to deduct expenses directly related to sales of product. This results in permanent differences between ordinary and necessary business expenses deemed non-allowable under IRC Section 280E. Therefore, the effective tax rate can be highly variable and may not necessarily correlate with pre-tax income and provides for effective tax rates that are well in excess of statutory tax rates.

Taxes paid during the nine months ended September 30, 2024 and 2023 were $87,946 thousand and $80,398 thousand, respectively.

11. OTHER INCOME (EXPENSE)

For the three and nine months ended September 30, 2024 and 2023 other income (expense) was comprised of the following:


		Three Months Ended September 30,				Nine Months Ended September 30,
		2024		2023		2024		2023
		(in thousands)				(in thousands)
Fair value adjustments on equity investments	$	(67)	$	724	$	100	$	(410)
Fair value adjustments on warrants issued		855		(1,329)		2,389		934
Loss from equity method investments		(1,084)		(202)		(2,184)		(952)
Other		6		176		106		451
Total Other Income (Expense)	$	(290)	$	(631)	$	411	$	23

12. COMMITMENTS AND CONTINGENCIES

The Company is subject to lawsuits, investigations and other claims related to employment, commercial and other matters that arise out of operations in the normal course of business. Periodically, the Company reviews the status of each significant matter and assesses the potential financial exposure. If the potential loss from any claim or legal proceeding is considered probable, and the amount can be reliably estimated, such amount is recognized in other liabilities.

Contingent liabilities are measured at management’s best estimate of the expenditure required to settle the obligation at the end of the reporting period and are discounted to present value where the effect is material. The Company performs evaluations to identify contingent liabilities for contracts. Contingent consideration is measured upon acquisition and is estimated using probability weighting of potential payouts. Subsequent changes in the estimated contingent consideration from the final purchase price allocation are recognized in the Company’s unaudited interim condensed consolidated statements of operations.

(a) Contingencies

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, sanctions, restrictions on its operations, or losses of permits that could result in the Company ceasing operations in that specific state or local jurisdiction. The Company may be subject to regulatory fines, penalties, or restrictions in the future as cannabis and other regulations continue to evolve and are subject to differing interpretations.

(b) Claims and Litigation

From time to time, the Company may be involved in litigation relating to claims arising out of operations in the normal course of business. During the quarter ending September 30, 2024, the Company received Findings of Fact and Conclusions of Law regarding an October 30, 2019 complaint filed against Green Thumb (“Defendant”) alleging Defendant breached a commercial property lease with ineffective termination. The court ruled in favor of plaintiff landlord in the amount of $7,307 thousand, representing unpaid rent. In addition, the court found Defendant liable for interest and attorney fees, which have yet to be determined. As of September 30, 2024, the Company accrued the amount of probable loss that can reasonably be estimated within accrued liabilities on the unaudited interim condensed consolidated balance sheets. No final Order of Judgment has been entered in the case and the Company has reserved all rights and intends to contest the findings, including an appeal if necessary.

Other than the matter discussed above, as of September 30, 2024 and December 31, 2023, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of the Company’s consolidated operations. There are also no proceedings in which any of the Company’s directors, officers or affiliates is an adverse party or has a material interest adverse to the Company’s interest.

As of September 30, 2024, the Company held approximately $19,800 thousand of open construction commitments to contractors on work being performed.

13. FAIR VALUE MEASUREMENTS

The Company applies fair value accounting for all financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities that are required to be recorded at fair value, the Company considers all related factors of the asset by market participants in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions, and credit risk.

The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels, and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2 – Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly; and

Level 3 – Inputs for the asset or liability that are not based on observable market data.

(a) Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, investments, accounts payable and accrued liabilities, notes payable, warrant liability, and contingent consideration payable.

It was not practicable to estimate the fair value of the Company's long-term notes payable, which consist of charitable contributions, April 30, 2021 Notes, the Credit Facility and mortgage notes, since there were no quoted market prices or active trading markets. The carrying amount of notes payable at September 30, 2024 and December 31, 2023 was $255,579 thousand and $308,523 thousand, respectively, which includes $9,397 thousand and $2,996 thousand, respectively, of short-term debt due within one year.

Financial instruments recorded at fair value are classified using a fair value hierarchy that reflects the significance of the inputs to fair value measurements. The fair values of the Company’s financial instruments associated with each of the three levels of the hierarchy are:


		As of September 30, 2024
	(in thousands)
		Level 1		Level 2		Level 3		Total
Cash and Cash Equivalents	$	173,641	$	—	$	—	$	173,641
Investments		24,188		—		37,234		61,422
Warrant Liability		—		—		(728)		(728)
	$	197,829	$	—	$	36,506	$	234,335


		As of December 31, 2023
	(in thousands)
		Level 1		Level 2		Level 3		Total
Cash and Cash Equivalents	$	161,634	$	—	$	—	$	161,634
Investments		24,215		—		40,146		64,361
Contingent Consideration Payable		—		—		(33,250)		(33,250)
Warrant Liability		—		—		(3,117)		(3,117)
	$	185,849	$	—	$	3,779	$	189,628

14. SEGMENT REPORTING

The Company operates in two segments: the cultivation, production and sale of cannabis products to retail stores (“Consumer Packaged Goods”) and retailing of cannabis to patients and consumers (“Retail”). The Company does not allocate operating expenses to these business units, nor does it allocate specific assets. Additionally, the CODM does not review total assets or net income (loss) by segments; therefore, such information is not presented below.

The below table presents revenues by type for the three and nine months ended September 30, 2024 and 2023:


		Three Months Ended September 30,				Nine Months Ended September 30,
		2024		2023		2024		2023
		(in thousands)				(in thousands)
Revenues, Net of Discounts
Retail	$	206,124	$	205,441	$	614,558	$	582,363
Consumer Packaged Goods		165,500		150,425		471,735		412,096
Intersegment Eliminations		(84,759)		(80,468)		(243,475)		(218,137)
Total Revenues, Net of Discounts	$	286,865	$	275,398	$	842,818	$	776,322
Depreciation and Amortization
Retail	$	10,657	$	9,598	$	31,339	$	27,539
Consumer Packaged Goods		17,835		16,030		52,913		45,824
Intersegment Eliminations		—		—		—		—
Total Depreciation and Amortization	$	28,492	$	25,628	$	84,252	$	73,363
Income Taxes
Retail	$	15,447	$	18,551	$	49,416	$	50,890
Consumer Packaged Goods		15,475		15,975		45,554		43,037
Intersegment Eliminations		—		—		—		—
Total Income Taxes	$	30,922	$	34,526	$	94,970	$	93,927

Goodwill assigned to the Retail segment as of September 30, 2024 and December 31, 2023 was $273,802 thousand in each period. Intangible assets, net assigned to the Retail segment as of September 30, 2024 and December 31, 2023 was $260,390 thousand and $278,492 thousand, respectively.

Goodwill assigned to the Consumer Packaged Goods segment as of September 30, 2024 and December 31, 2023 was $315,889 thousand in each period. Intangible assets, net assigned to the Consumer Packaged Goods segment as of September 30, 2024 and December 31, 2023 was $240,470 thousand and $260,186 thousand, respectively.

The Company’s assets are aggregated into two reportable segments (Retail and Consumer Packaged Goods). For the purposes of testing goodwill, Green Thumb has identified two reporting units which align with our reportable segments (Retail and Consumer Packaged Goods). All revenues are derived from customers domiciled in the United States and all assets are located in the United States.

ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

This management discussion and analysis (“MD&A”) of the financial condition and results of operations of Green Thumb Industries Inc. (the “Company” or “Green Thumb”) is for the three and nine months ended September 30, 2024 and 2023. It is supplemental to, and should be read in conjunction with, the Company’s unaudited interim condensed consolidated financial statements as of September 30, 2024 and the consolidated financial statements for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the U.S. Securities and Exchange Commission (“SEC”) on February 29, 2024 (the “2023 Form 10-K”) and the accompanying notes for each respective period. The Company’s financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). Financial information presented in this MD&A is presented in United States dollars (“$” or “US$”), unless otherwise indicated.

This MD&A contains certain “forward-looking statements” and certain “forward-looking information” as defined under applicable United States securities laws. Please refer to the discussion of forward-looking statements and information set out under the heading “Disclosure Regarding Forward-Looking Statements,” identified in the ‘‘Risks and Uncertainties’’ section of this MD&A and in Part I, Item 1A, “Risk Factors of the 2023 Form 10-K.” As a result of many factors, the Company’s actual results may differ materially from those anticipated in these forward-looking statements and information.

Established in 2014 and headquartered in Chicago, Illinois, Green Thumb, a national cannabis consumer packaged goods company and retailer, promotes well-being through the power of cannabis while being committed to community and sustainable, profitable growth. As of September 30, 2024, Green Thumb has operations in fourteen U.S. markets, employs approximately 4,800 people and serves millions of patients and customers annually.

Green Thumb’s core business is manufacturing, distributing and marketing a portfolio of cannabis consumer packaged goods brands (which we refer to as our Consumer Packaged Goods business), including &Shine, Beboe, Dogwalkers, Doctor Solomon’s, Good Green, incredibles and RYTHM. The Company distributes and markets these products primarily to third-party licensed retail cannabis stores across the United States as well as to Green Thumb-owned retail stores (which we refer to as our Retail business).

The Company’s Consumer Packaged Goods portfolio is primarily generated from plant material that Green Thumb grows and processes itself, which we use to produce our consumer packaged goods in twenty manufacturing facilities. This portfolio consists of cannabis product categories, including flower, pre-rolls, concentrates, vape, capsules, tinctures, edibles, topicals, as well as other cannabis-related products across a range of stock keeping units ("SKUs") (none of which product categories are individually material to the Company).

Green Thumb owns and operates a national cannabis retail chain called RISE Dispensaries that provides relationship-centric retail experiences aimed to deliver a superior level of customer service through high-engagement consumer interaction, a consultative, transparent and education-forward selling approach and a consistently available assortment of cannabis products. In addition, Green Thumb owns Retail stores under other names, primarily where naming is subject to licensing or similar restrictions. The income from Green Thumb’s Retail business is primarily derived from the sale of cannabis-related products, which includes the sale of Green Thumb produced products as well as those produced by third parties, with an immaterial (under 10%) portion of this income resulting from the sale of other merchandise (such as t-shirts and accessories for cannabis use). The RISE Dispensaries currently are located in all fourteen of the states in which we operate. As of September 30, 2024, the Company had 98 open and operating Retail locations. The Company’s new store opening plans will remain fluid depending on market conditions, obtaining local licensing, construction and other permissions and subject to the Company’s capital allocation plans.

The following table sets forth the Company’s selected consolidated financial results for the periods, and as of the dates, indicated. The (i) unaudited interim condensed consolidated statements of operations for the three and nine months ended September 30, 2024 and 2023 and (ii) unaudited interim condensed consolidated balance sheets as of September 30, 2024 and December 31, 2023 have been derived from, and should be read in conjunction with, the unaudited interim condensed consolidated financial statements and accompanying notes presented in Item 1 of this quarterly report on Form 10-Q.

The Company’s unaudited interim condensed consolidated financial statements have been prepared in accordance with GAAP and on a going-concern basis that contemplates continuity of operations and realization of assets and liquidation of liabilities in the ordinary course of business.

Three Months Ended September 30, 2024 Compared to the Three Months Ended September 30, 2023

Revenues, net of discounts for the three months ended September 30, 2024 was $286,865 thousand, up 4% from $275,398 thousand for the three months ended September 30, 2023. Key performance drivers for the period included the expansion of the adult-use market in New York and Maryland, legalization of adult-use sales in Ohio, which began on August 6, 2024, and revenue generated from new retail stores, partially offset by price compression and increased competition in certain markets.

The Company generated revenue from 98 Retail stores during the quarter compared to 85 in the same quarter of the prior year. Retail revenues made up 72% of total revenues during the three months ended September 30, 2024 as compared to 75% during the three months ended September 30, 2023. Since September 30, 2023, the Company has opened twelve new Retail stores in Florida and two new Retail stores in New York. The Company also disposed of one Retail store in Massachusetts.

Consumer Packaged Goods revenues made up 28% of total revenues during the three months ended September 30, 2024 as compared to 25% during the three months ended September 30, 2023.

Cost of goods sold are derived from retail purchases made by the Company from its third-party licensed producers operating within our state markets and costs related to the internal cultivation and production of cannabis. Cost of goods sold for the three months ended September 30, 2024 was $139,274 thousand, down 2% from $141,592 thousand for the three months ended September 30, 2023. The decrease was driven by operational leverage from the Company's Consumer Packaged Goods business and an increase in Retail sales of Green Thumb-produced products.

Gross profit for the three months ended September 30, 2024 was $147,591 thousand, representing a gross margin on the sale of branded cannabis flower and processed and packaged products including concentrates, edibles, topicals and other cannabis products, of 51%. This is compared to gross profit for the three months ended September 30, 2023 of $133,806 thousand, or a 49% gross margin. The increase in gross profit (dollars) was directly attributable to the revenue increase as described above. The increase in gross margin (percent) was primarily driven by operational leverage from the Company's Consumer Packaged Goods business, as described above, and lower costs associated with the purchase of Retail inventory.

Total expenses for the three months ended September 30, 2024 were $104,967 thousand, or 37% of revenues, net of discounts, an increase of $20,188 thousand compared to the same period in the prior year. Total expenses for the three months ended September 30, 2023 were $84,779 thousand or 31% of revenues, net of discounts. The increase in total expenses was attributable to increased costs associated with ongoing claims and litigation and increased costs associated with the opening and operation of new Retail stores as described above.

Total other income (expense) for the three months ended September 30, 2024 was $(2,921) thousand, a favorable change of $773 thousand, primarily due to favorable fair value adjustments on the Company's warrant liability during the three months ended September 30, 2024, as compared to the three months ended September 30, 2023.

Income before provision for income taxes and non-controlling interest for the three months ended September 30, 2024 was $39,703 thousand, a decrease of $5,630 thousand compared to the three months ended September 30, 2023.

As presented under the heading “Non-GAAP Measures” below, after adjusting for non-cash equity incentive compensation of $8,349 thousand and $7,215 thousand in the three months ended September 30, 2024 and 2023, respectively, and other nonoperating expenses of $9,727 thousand and $1,119 thousand in three months ended September 30, 2024 and 2023, respectively, adjusted earnings before interest, depreciation, and amortization (“Adjusted EBITDA”) was $89,192 thousand and $82,989 thousand, respectively.

Income tax expense is recognized based on the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at year-end. For the three months ended September 30, 2024, federal and state income tax expense totaled $30,922 thousand compared to expense of $34,526 thousand for the three months ended September 30, 2023.

Nine Months Ended September 30, 2024 Compared to the Nine Months Ended September 30, 2023

Revenues, net of discounts for the nine months ended September 30, 2024 was $842,818 thousand, an increase of 9% from $776,322 for the nine months ended September 30, 2023. The increase in revenue was largely due to expansion of adult-use market in Maryland, growth in Consumer Packaged Goods revenues in New York and New Jersey, legalization of adult-use sales in Ohio, as well as revenue generated from new retail stores opened in the current period, partially offset by price compression and increased competition in certain markets.

The Company generated revenue from 98 retail stores during the period compared to 85 in the same period of the prior year. Since September 30, 2023, the Company has opened twelve new Retail stores in Florida and two new Retail stores in New York. The Company also disposed of one Retail store in Massachusetts.

Cost of goods sold are derived from retail purchases made by the Company from its third-party licensed producers operating within our state markets and costs related to the internal cultivation and production of cannabis. Cost of goods sold for the nine months ended September 30, 2024 was $399,778 thousand, an increase of 2% from $392,515 thousand for the nine months ended September 30, 2023, driven by increased volume from the launch of adult-use sales in Maryland as described above, and new retail store openings since September 30, 2023 in Florida and New York.

Gross profit for the nine months ended September 30, 2024 was $443,040 thousand, representing a gross margin on the sale of branded cannabis flower and processed and packaged products including concentrates, edibles, topicals and other cannabis products, of 53%. This is compared to gross profit for the nine months ended September 30, 2023 of $383,807 thousand or a 49% gross margin. The increase in gross profit (dollars) was directly attributable to the revenue increase as described above, while the increase in gross margin (percent) was primarily driven by operational leverage from the Company's CPG business, as described above, and lower costs associated with the purchase of Retail inventory.

Total expenses for the nine months ended September 30, 2024 were $275,725 thousand or 33% of revenues, net of discounts, an increase of $26,210 thousand over the same period in the prior year. Total expenses for the nine months ended September 30, 2023 were $249,515 thousand or 32% of revenues, net of discounts. The increase in total expenses was attributable to increased costs associated with ongoing claims and litigation and increased costs associated with the opening and operation of new Retail stores as described above. The increase in total expenses was partially offset by favorable fair value adjustments associated with the Company's contingent consideration arrangements recorded during the nine months ended September 30, 2024.

Total other income (expense) for the nine months ended September 30, 2024 was $(11,298) thousand, an unfavorable change of $4,835 thousand over the same period in the prior year, primarily due to a decrease in capitalized interest during the nine months ended September 30, 2024.

Income before provision for income taxes and non-controlling interest for the nine months ended September 30, 2024 was $156,017 thousand, an increase of $28,188 thousand compared to the nine months ended September 30, 2023.

As presented under the heading “Non-GAAP Measures” below, after adjusting for non-cash equity incentive compensation of $23,705 thousand and $20,835 thousand, and other nonoperating (income) expenses, of $(1,736) thousand and $6,549 thousand in the nine months ended September 30, 2024 and 2023, respectively, Adjusted EBITDA was $273,536 thousand and $235,039 thousand, respectively.

Income tax expense is recognized based on the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at year-end. For the nine months ended September 30, 2024, federal and state income tax expense totaled $94,970 thousand compared to expense of $93,927 thousand for the nine months ended September 30, 2023.

The following table summarizes revenues, net of discounts by segment for the three and nine months ended September 30, 2024 and 2023:

Three Months Ended September 30, 2024 Compared with the Three Months Ended September 30, 2023

Revenues, net of discounts, for the Retail segment were $206,124 thousand, an increase of $683 thousand, compared to the three months ended September 30, 2023. The increase in Retail revenues, net of discounts, was primarily driven by the expansion of the adult-use market in New York and Maryland, legalization of adult-use sales in Ohio and revenue generated from new retail stores, primarily offset by price compression and increased competition in certain markets.

Revenues, net of discounts, for the Consumer Packaged Goods segment were $165,500 thousand, an increase of $15,075 thousand or 10%, compared to the three months ended September 30, 2023. The increase in Consumer Packaged Goods revenues, net of discounts, was primarily driven by the increased production due to the completion of various construction projects in late 2023.

Intersegment eliminations associated with the Consumer Packaged Goods segment were $(84,759) thousand, an increase of $4,291 thousand or 5% compared to the three months ended September 30, 2023. The increase in intersegment eliminations was driven by increased intercompany sales, primarily to Company-owned Retail stores in Florida, New York and Pennsylvania. Consumer Packaged Goods revenues, net of intersegment eliminations, made up 28% of total revenues during the three months ended September 30, 2024 as compared to 25% during the three months ended September 30, 2023.

Due to the vertically integrated nature of the business, the Company reviews its revenue at the Retail and Consumer Packaged Goods level while reviewing its operating results on a consolidated basis.

Nine Months Ended September 30, 2024 Compared with the Nine Months Ended September 30, 2023

Revenues, net of discounts for the Retail segment were $614,558, an increase of $32,195 or 6%, compared to the nine months ended September 30, 2023. The increase in Retail revenues, net of discounts, was primarily driven by the legalization of adult-use sales in Maryland, continued growth in existing markets, as well as revenue generated from new retail stores opened in the current period, partially offset by price compression and increased competition in certain markets.

Revenues, net of discounts, for the Consumer Packaged Goods segment were $471,735 thousand, an increase of $59,639 thousand or 14%, compared to the nine months ended September 30, 2023. The increase in Consumer Packaged Goods revenues was primarily driven by the expansion of adult-use sales in Maryland, New York, New Jersey and Ohio, as described above, as well as increased production associated with the completion of various construction projects in 2023.

Intersegment eliminations associated with the Consumer Packaged Goods segment were $243,475 thousand, an increase of $25,338 thousand or 12% compared to the nine months ended September 30, 2023. The increase in intersegment eliminations was driven by increased intercompany sales to Company-owned retail stores primarily in Maryland, Pennsylvania, and New York. Consumer Packaged Goods revenues, net of intersegment eliminations, made up 27% of total revenues during the nine months ended September 30, 2024 as compared to 25% during the nine months ended September 30, 2023.

Due to the vertically integrated nature of the business, the Company reviews its revenue at the Retail and Consumer Packaged Goods level while reviewing its operating results on a consolidated basis.

The Company derives its revenue from two revenue streams: a Consumer Packaged Goods business in which it manufactures, sells and distributes its portfolio of Consumer Packaged Goods brands including &Shine, Beboe, Dogwalkers, Dr. Solomon’s, Good Green, incredibles, and RYTHM, primarily to third-party customers; and a Retail business in which it sells finished goods sourced primarily from third-party cannabis manufacturers in addition to the Company’s own Consumer Packaged Goods products direct to the end consumer in its Retail stores, as well as direct-to-consumer delivery where permitted by state law.

For the three and nine months ended September 30, 2024, revenue was contributed from Retail and Consumer Packaged Goods sales across California, Connecticut, Florida, Illinois, Maryland, Massachusetts, Minnesota, Nevada, New Jersey, New York, Ohio, Pennsylvania, Rhode Island and Virginia.

Gross profit is revenue less cost of goods sold. Cost of goods sold includes the costs directly attributable to product sales and includes amounts paid for finished goods, such as flower, edibles, and concentrates, as well as packaging and other supplies, fees for services and processing, and allocated overhead which includes allocations of rent, utilities and related costs. Cannabis costs are affected by various state regulations that limit the sourcing and procurement of cannabis product, which may create fluctuations in gross profit over comparative periods as the regulatory environment changes. Gross margin measures our gross profit as a percentage of revenue.

During the three and nine months ended September 30, 2024, the Company continued to be focused on creating sustainable, profitable growth of the Company’s business within its current markets while considering strategic acquisition and partnership opportunities.

Total expenses other than the cost of goods sold consist of selling costs to support customer relationships and marketing and branding activities. It also includes a significant investment in the corporate infrastructure required to support the Company’s ongoing business.

Retail selling costs generally correlate to revenue. As new locations begin operations, these locations generally experience higher selling costs as a percentage of revenue compared to more established locations, which experience a more constant rate of selling costs. As a percentage of sales, the Company expects selling costs to remain constant in the more established locations and increase in the newer locations as business continues to grow.

General and administrative expenses also include costs incurred at the Company’s corporate offices, primarily related to back office personnel costs, including salaries, incentive compensation, benefits, stock-based compensation and other professional service costs, and fair value adjustments on the Company's contingent consideration arrangements. The Company expects to continue to invest considerably in this area to support the business by attracting and retaining top-tier talent. Furthermore, the Company anticipates an increase in stock-based compensation expenses related to recruiting and hiring talent, along with legal and professional fees associated with being a publicly traded company in Canada and registered with the SEC.

The Company is subject to income taxes in the jurisdictions in which it operates and, consequently, income tax expense is a function of the allocation of taxable income by jurisdiction and the various activities that impact the timing of taxable events. As the Company operates in the federally illegal cannabis industry, it is subject to the limitations of the U.S. Internal Revenue Code of 1986, as amended (“IRC”) Section 280E, under which taxpayers are only allowed to deduct expenses directly related to sales of product. This results in permanent differences between ordinary and necessary business expenses deemed non-allowable under IRC Section 280E and a higher effective tax rate than most industries. Therefore, the effective tax rate can be highly variable and may not necessarily correlate to pre-tax income or loss.

EBITDA, and Adjusted EBITDA are non-GAAP measures and do not have standardized definitions under GAAP. The following information provides reconciliations of the supplemental non-GAAP financial measures, presented herein to the most directly comparable financial measures calculated and presented in accordance with GAAP. The Company has provided the non-GAAP financial measures, which are not calculated or presented in accordance with GAAP, as supplemental information and in addition to the financial measures that are calculated and presented in accordance with GAAP. These supplemental non-GAAP financial measures are presented because management has evaluated the financial results both including and excluding the adjusted items and believe that the supplemental non-GAAP financial measures presented provide additional perspective and insights when analyzing the core operating performance of the business. These supplemental non-GAAP financial measures should not be considered superior to, as a substitute for or as an alternative to, and should be considered in conjunction with, the GAAP financial measures presented.

As of September 30, 2024, and December 31, 2023 the Company had total current liabilities of $160,669 thousand and $126,050 thousand, respectively, and cash and cash equivalents of $173,641 thousand and $161,634 thousand, respectively, to meet its current obligations. The Company had working capital of $231,205 thousand as of September 30, 2024, an increase of $14,493 thousand as compared to December 31, 2023. This increase in working capital was primarily driven by an increase in inventory.

The Company generates cash from its operations and deploys its capital reserves to acquire and develop assets capable of producing additional revenues and earnings over both the immediate and long term. Capital reserves are primarily being utilized for capital expenditures, facility improvements, strategic investment opportunities, product development and marketing, as well as customer, supplier, and investor and industry relations.

The Company takes a cautious approach in allocating its capital to maximize its returns while ensuring appropriate liquidity. Given the current uncertainty of the future economic environment, the Company has taken additional measures in monitoring and deploying its capital to minimize the negative impact on its current operations and expansion plans.

Net cash provided by (used in) operating, investing and financing activities for the nine months ended September 30, 2024 and 2023 were as follows:

As of September 30, 2024, the Company does not have any off-balance-sheet arrangements that have, or are reasonably likely to have, a current or future effect on the results of operations or financial condition of the Company, including, and without limitation, such considerations as liquidity and capital resources.

Refer to the discussion of recently adopted/issued accounting pronouncements under Part I, Item 1, Notes to Unaudited Interim Condensed Consolidated Financial Statements, Note 1—Overview and Basis of Presentation.

There were no material changes to our critical accounting policies and estimates from the information provided in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included in our 2023 Form 10-K.

There have been no material changes to our market risk disclosures as set forth in Part II Item 7A of our 2023 Form 10-K.

The Company's management carried out an evaluation under the supervision and with the participation of the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the Exchange Act). Based upon that evaluation, management concluded that our disclosure controls and procedures were effective as of September 30, 2024.

There have been no changes in the Company's internal control over financial reporting during the third quarter of 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, will be or have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

The Company is a party to a variety of legal proceedings that arise out of operations in the normal course of business. While the results of these legal proceedings cannot be predicted with certainty, the Company believes that the final outcome of these proceedings will not have a material adverse effect, individually or in the aggregate, on our results of operations or financial condition.

For a discussion of our potential risks and uncertainties, see the information under the heading “Risk Factors” in our 2023 Form 10-K.

The following table sets forth repurchases of our Subordinate Voting Shares during the nine months ended September 30, 2024:

(1) Following the expiration of the Company's previous share program on September 10, 2024, on September 13, 2024, the Company's Board of Directors authorized a share repurchase program that allows the Company to repurchase up to 10,573,860 of its Subordinate Voting Shares over a 12-month period at an aggregate cost of up to $50,000 thousand. The share repurchase program commenced on September 23, 2024.

During the quarter ended September 30, 2024, none of the Company's directors or Section 16 officers adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement”, as each term is defined in the Item 408(a) of Regulation S-K.

Pursuant to requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


不列顛哥倫比亞	98-1437430
(依據所在地或其他管轄區) 的註冊地或組織地點)	(I.R.S. 僱主識別號碼) 識別號碼)

325 West Huron Street, Suite 700 芝加哥, 伊利諾伊州	60654
(總部辦公地址)	388-0349


財務資訊		頁面
	第一部分
項目 1:	截至2024年9月30日和2023年12月31日的未經審核的中期總賬基本報表	4
	截至2024年9月30日和2023年的三個和九個月的未經審核的中期摘要綜合損益表	5
	截至2024年9月30日和2023年的三個和九個月的未經審核的中期損益表	6
	截至2024年9月30日和2023年基本報表未經審計的中期簡明綜合現金流量表	8
	未經審核中期縱向合併基本報表附註	10
項目 2:	管理層對財務狀況和業績的討論與分析	29
項目 3:	市場風險的定量和定性披露	37
項目 4:	內部控制及程序	37

其他資訊
項目 1:	法律訴訟	38
項目 1A:	風險因素	38
項目 2:	股票權益的未註冊銷售和資金用途	38
項目3：	優先證券違約	38
項目4：	礦業安全披露	39
項目5：	其他信息	39
項目6：	展品	40
簽名		41


	九月三十日，			12月31日，
	2024			2023
				（已經接受審計）
	（以千為單位）
資產
流動資產：
現金及現金等價物	$	173,641		$	161,634
應收帳款淨額		48,962			42,975
應收所得稅		5,487			—
存貨淨額		138,283			112,970
預付費用		18,164			19,801
其他流動資產		7,337			5,382
所有流動資产總額		391,874			342,762
資產和設備，淨值		695,666			687,106
使用權資產，淨額		245,978			238,369
投資		61,422			64,361
對聯屬公司的投資		21,934			24,942
應收票據		3,893			550
無形資產，扣除累計攤銷和減值，淨額		500,860			538,678
商譽		589,691			589,691
逆延遲所得稅資產		1,041			1,041
存款和其他資產		2,513			2,557
總資產	$	2,514,872		$	2,490,057
負債和股東權益
負債
當前負債：
應付帳款	$	19,848		$	24,495
應計負債		75,584			59,552
應付酬勞		19,295			16,005
應付票據的當期部分		9,397			2,996
租賃負債的當期部分		13,329			12,297
應付所得稅		23,216			10,705
全部流动负债		160,669			126,050
長期負債:
租賃負債淨額，不含當期部分		260,790			249,464
應付票據，減除當期部分及債務折扣		246,182			305,527
應付條件性對價款		—			33,250
递延所得税		72,510			72,510
负债合计		740,151			786,801
承諾事項與可能負擔之事項
股東權益
普通股股份 (2024年9月30日授權、發行及流通股份：不限, 211,718,705並且 211,718,705，分別於2023年12月31日：不限, 209,871,792並且 209,871,792及$，分別為：		—			—
多重投票股（截至2024年9月30日授權、發行及流通股份：不限, 37,683以及 37,683，分別為2023年12月31日：不限, 38,531以及 38,531及$，分別為：		—			—
超級投票股（截至2024年9月30日授權、發行及流通股份：不限, 206,690以及 206,6902023年12月31日的資產和負債總額分別為：不限, 216,690以及 216,690及$，分別為：		—			—
股本		1,748,788			1,703,852
盈餘(赤字)盈餘		(25,520	)		7,871
推遲的股份發行		12,973			12,973
累積盈餘（赤字）		38,586			(21,818	)
綠拇指產業公司的權益		1,774,827			1,702,878
非控制權益		(106	)		378
股東權益總計		1,774,721			1,703,256
負債及股東權益總額	$	2,514,872		$	2,490,057


		截至9月30日的三個月				截至9月30日的九個月
		2024		2023		2024		2023
		（以千為單位）				（以千為單位）
收入，折扣後淨額	$	286,865	$	275,398	$	842,818	$	776,322
營業成本		(139,274)		(141,592)		(399,778)		(392,515)
毛利潤		147,591		133,806		443,040		383,807
費用：
销售、一般及行政费用		104,967		84,779		275,725		249,515
總費用		104,967		84,779		275,725		249,515
營業收入		42,624		49,027		167,315		134,292
其他收入（費用）：
其他（費用）收益，淨額		(290)		(631)		411		23
利息收入淨額		2,665		1,576		7,082		4,838
利息支出，淨		(5,296)		(4,639)		(18,791)		(11,324)
其他費用總額		(2,921)		(3,694)		(11,298)		(6,463)
稅前收入及非控制權益之前的淨利潤		39,703		45,333		156,017		127,829
所得稅負債		30,922		34,526		94,970		93,927
非控制權益之前的凈利潤		8,781		10,807		61,047		33,902
歸屬於非控制權益的凈利潤		165		295		643		851
屬於Green Thumb Industries Inc.的凈利潤	$	8,616	$	10,512	$	60,404	$	33,051
基本每股收益	$	0.04	$	0.05	$	0.26	$	0.14
稀釋每股收益	$	0.04	$	0.05	$	0.26	$	0.14
基本每股未股份的加權平均數量		236,303,348		239,459,783		236,821,181		238,248,852
稀釋後加權平均股本		238,295,887		240,289,959		239,934,521		239,827,112


		A類普通股（即「股份」）資本			貢獻盈餘（赤字）				递延股份發行				累計收益（赤字）				非控制利息				總計
		（以千為單位）
2023年7月1日結存	$		1,693,429	$		34,421		$		12,973		$		(35,546	)	$		539		$		1,705,816
條件性對價款之分配			6,454			—				—				—				—				6,454
期權、RSU行使			2,461			(694	)			—				—				—				1,767
股份報酬			—			7,215				—				—				—				7,215
支付給非控股權持有人的分配			—			—				—				—				(270	)			(270	)
回購優先投票股份			—			(24,890	)			—				—				—				(24,890	)
凈利潤			—			—				—				10,512				295				10,807
2023年9月30日的餘額	$		1,702,344	$		16,052		$		12,973		$		(25,034	)	$		564		$		1,706,899
2023年1月1日的結餘	$		1,663,557	$		23,233		$		36,211		$		(58,085	)	$		516		$		1,665,432
發行遞延股份			20,454			—				(20,454	)			—				—				—
分配條件考量			12,524			—				—				—				—				12,524
與後收購成本相關的遞延股份補償			—			—				(2,784	)			—				—				(2,784	)
期權和限制性股票單位（RSUs）的行使			5,809			(3,126	)			—				—				—				2,683
股份報酬			—			20,835				—				—				—				20,835
分配給非控制股權持有人			—			—				—				—				(803	)			(803	)
回購普通投票股份			—			(24,890	)			—				—				—				(24,890	)
凈利潤			—			—				—				33,051				851				33,902
2023年9月30日的餘額	$		1,702,344	$		16,052		$		12,973		$		(25,034	)	$		564		$		1,706,899


大型加速歸檔人	☒	加速歸檔人	☐

非加速歸檔人	☐	小型報告公司	☐

新興成長型企業	☐


		A類普通股（即「股份」）資本		貢獻盈餘（赤字）		推遲股份發行		累計收益（赤字）		非控制利息		總計
		（以千為單位）
2024年7月1日結餘	$	1,742,784	$	(31,865)	$	12,973	$	29,970	$	94	$	1,753,956
期權和RSU的執行		6,028		(2,004)		—		—		—		4,024
透過淨股份結算行使期權		(24)		—		—		—		—		(24)
股份報酬		—		8,349		—		—		—		8,349
提供給非控制權益持有人的分配		—		—		—		—		(365)		(365)
凈利潤		—		—		—		8,616		165		8,781
2024年9月30日結餘	$	1,748,788	$	(25,520)	$	12,973	$	38,586	$	(106)	$	1,774,721
2024年1月1日的餘額	$	1,703,852	$	7,871	$	12,973	$	(21,818)	$	378	$	1,703,256
條件性考慮的分配		17,259		—		—		—		—		17,259
期權和RSU的行使		16,818		(6,856)		—		—		—		9,962
透過淨股份結算行使期權		10,859		(16,792)		—		—		—		(5,933)
股份報酬		—		23,705		—		—		—		23,705
對非控制股權持有人的派息		—		—		—		—		(1,127)		(1,127)
贖回優先投票股		—		(33,448)		—		—		—		(33,448)
凈利潤		—		—		—		60,404		643		61,047
2024年9月30日結餘	$	1,748,788	$	(25,520)	$	12,973	$	38,586	$	(106)	$	1,774,721


		Three Months Ended September 30,				Nine Months Ended September 30,				QTD Change			YTD Change
		2024		2023		2024		2023		$	%		$	%
		(in thousands, except share and per share amounts)								Increase (Decrease)
Revenues, Net of Discounts	$	286,865	$	275,398	$	842,818	$	776,322	$	11,467	4%	$	66,496	9%
Cost of Goods Sold		(139,274)		(141,592)		(399,778)		(392,515)		(2,318)	(2)%		7,263	2%
Gross Profit		147,591		133,806		443,040		383,807		13,785	10%		59,233	15%
Expenses:
Selling, General, and Administrative		104,967		84,779		275,725		249,515		20,188	24%		26,210	11%
Total Expenses		104,967		84,779		275,725		249,515		20,188	24%		26,210	11%
Income From Operations		42,624		49,027		167,315		134,292		(6,403)	(13)%		33,023	25%
Total Other Expense		(2,921)		(3,694)		(11,298)		(6,463)		(773)	(21)%		4,835	75%
Income Before Provision for Income Taxes And Non-Controlling Interest		39,703		45,333		156,017		127,829		(5,630)	(12)%		28,188	22%
Provision for Income Taxes		30,922		34,526		94,970		93,927		(3,604)	(10)%		1,043	1%
Net Income Before Non-Controlling Interest		8,781		10,807		61,047		33,902		(2,026)	(19)%		27,145	80%
Net Income Attributable to Non-Controlling Interest		165		295		643		851		(130)	(44)%		(208)	(24)%
Net Income Attributable To Green Thumb Industries Inc.	$	8,616	$	10,512	$	60,404	$	33,051	$	(1,896)	(18)%	$	27,353	83%
Net Income Per Share - Basic	$	0.04	$	0.05	$	0.26	$	0.14	$	(0.01)	(20)%	$	0.12	86%
Net Income Per Share - Diluted	$	0.04	$	0.05	$	0.26	$	0.14	$	(0.01)	(20)%	$	0.12	86%
Weighted Average Number of Shares Outstanding – Basic		236,303,348		239,459,783		236,821,181		238,248,852
Weighted Average Number of Shares Outstanding – Diluted		238,295,887		240,289,959		239,934,521		239,827,112


		Nine Months Ended September 30,				2024 vs. 2023
		2024		2023		$ Change	% Change
		(in thousands)				Increase (Decrease)
Retail	$	614,558	$	582,363	$	32,195	6%
Consumer Packaged Goods		471,735		412,096		59,639	14%
Intersegment Eliminations		(243,475)		(218,137)		25,338	12%
Total Revenues, Net of Discounts	$	842,818	$	776,322	$	66,496	9%


(Dollars in thousands except per share amounts)
Period	Total Number of Shares Purchased		Average Price Paid per Share	Total Number of Shares Purchased as Part of Publicly Announced Program (1)		Approximate Dollar Value of Shares that may yet be Purchased Under the Program
January 1, 2024 through January 31, 2024	—	$	—	—	$	—
February 1, 2024 through February 29, 2024	—		—	—		—
March 1, 2024 through March 31, 2024	1,067,000		12.27	1,067,000		46,600
April 1, 2024 through April 30, 2024	—		—	—		—
May 1, 2024 through May 31, 2024	659,100		12.05	659,100		38,660
June 1, 2024 through June 30, 2024	998,900		12.33	998,900		26,700
July 1, 2024 through July 31, 2024	—		—	—		—
August 1, 2024 through August 31, 2024	—		—	—		—
September 1, 2024 through September 30, 2024	—		—	—		50,000
	2,725,000	$	12.27	2,725,000	$	50,000


10.1	AMENDMENT NO. 3 TO THE GREEN THUMB INDUSTRIES INC. 2018 STOCK AND INCENTIVE PLAN

31.1	CERTIFICATE OF CHIEF EXECUTIVE OFFICER

31.2	CERTIFICATE OF CHIEF FINANCIAL OFFICER

32.1	CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

32.2	CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

101.Ins	Inline XBRL Instance Document

101.Scs	Inline XBRL Taxonomy Extension Schema Document

101.Cal	Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.Def	Inline XBRL Taxonomy Extension Definition Linkbase Document

101.Lab	Inline XBRL Taxonomy Extension Label Linkbase Document

101.Pre	Inline XBRL Taxonomy Extension Presentation Linkbase Document

104	Cover Page Interactive Data File (embedded with Inline XBRL File)


	截至9月30日的九個月
	2024			2023
	（以千為單位）
經營活動的現金流量
歸屬於Green Thumb Industries Inc.的凈利潤。	$	60,404		$	33,051
歸屬於非控股權益的凈利潤		643			851
調整淨利潤以達經營活動所提供之淨現金流量：
折舊與攤提		84,252			73,363
營運租賃使用資產攤銷		41,622			35,996
處分固定資產損失		1,163			2,815
長期資產和設備減值		450			285
股權法投資虧損		2,184			952
租約修改虧損		219			87
股份報酬		23,705			20,835
投資公允價值增加減少		(256	)		153
協議條件結算獲利		(15,991	)		—
應收待列公允價值增加。		—			3,370
warrants公平值下降		(2,389	)		(934	)
與發帖後收購成本相關的首次供與股份獲得收益		—			(2,784	)
債務折價攤銷		2,914			7,128
營運資產和負債的變化：
應收帳款淨額		(5,987	)		(7,673	)
存貨淨值		(25,313	)		(2,870	)
預付費用及其他流動資產		1,391			(1,129	)
存款及其他資產		44			536
應付賬款		(4,647	)		4,084
應付負債		17,504			4,052
營業租賃負債		(37,091	)		(32,114	)
應收及應付所得稅，淨額		7,024			13,818
經營活動提供的凈現金		151,845			153,872
投資活動產生的現金流量
購買不動產和設備		(52,992	)		(183,594	)
處置不動產和設備的收益		345			319
證券及聯合企業投資		(7,803	)		(4,500	)
權益投資及應收票據的收益		7,015			331
投資活動中的凈現金支出		(53,435	)		(187,444	)
融資活動中的現金流量
非控股股東分派		(1,127	)		(803	)
回購次級表決股份		(33,448	)		(24,890	)


	截至9月30日的九個月
	2024			2023
	（以千為單位）
現金流資訊的補充性披露
支付利息	$	16,555		$	15,564
非現金投資和籌資活動
應計的資本支出	$	3,958		$	(10,115	)
非現金增加使用權資產	$	(11,937	)	$	(5,599	)
非現金增加租賃負債	$	11,937		$	5,599
與待定條件有關的股份發行	$	17,259		$	12,524
延遲的股份分配	$	—		$	(20,454	)