0001628280-22-023301 | 10-Q | XBRL Viewer

Cover - shares	6 Months Ended
Cover - shares	Jun. 30, 2022	Aug. 14, 2022
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2022
Document Transition Report	false
Entity File Number	000-56342
Entity Registrant Name	VERANO HOLDINGS CORP.
Entity Incorporation, State or Country Code	A1
Entity Tax Identification Number	98-1583243
Entity Address, Address Line One	415 North Dearborn Street
Entity Address, Address Line Two	4th Floor
Entity Address, City or Town	Chicago
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60654
City Area Code	312
Local Phone Number	265 0730
Entity Current Reporting Status	No
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	true
Entity Shell Company	false
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q2
Entity Central Index Key	0001848416
Amendment Flag	false
Subordinate Voting Shares
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		318,946,319
Proportionate Voting Shares
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		136,726

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Current Assets:
Cash and Cash Equivalents	$ 92,833	$ 99,118
Accounts Receivable, net	13,253	17,410
Notes Receivable	0	285
Inventory	154,050	140,703
Prepaid Expenses and Other Current Assets	27,820	19,528
Total Current Assets	287,956	277,044
Property, Plant and Equipment, net	515,698	452,232
Right of Use Assets, net	71,472	61,346
Intangible Assets, net	1,343,371	1,379,913
Goodwill	376,637	368,130
Investment in Associates	7,252	7,491
Deposits and Other Assets	2,584	2,499
TOTAL ASSETS	2,604,970	2,548,655
Current Liabilities:
Accounts Payable	60,832	45,172
Accrued Liabilities	30,773	42,149
Income Tax Payable	161,430	154,512
Current Portion of Lease Liabilities	7,961	6,563
Current Portion of Notes Payable	258,880	13,771
Acquisition Consideration Payable	66,901	208,349
Total Current Liabilities	586,777	470,516
Long-Term Liabilities:
Deferred Revenue	271	1,183
Notes Payable, net of Current Portion	143,749	276,154
Lease Liabilities, net of Current Portion	66,122	56,812
Deferred Income Taxes	259,326	262,184
Total Long-Term Liabilities	469,468	596,333
TOTAL LIABILITIES	1,056,245	1,066,849
SHAREHOLDERS’ EQUITY	1,548,725	1,480,530
NON-CONTROLLING INTEREST	0	1,276
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$ 2,604,970	$ 2,548,655

Unaudited Interim Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Revenues, net of Discounts	$ 223,662	$ 199,066	$ 425,897	$ 319,961
Cost of Goods Sold, net	125,547	129,856	229,165	196,461
Gross Profit	98,115	69,210	196,732	123,500
Selling, General, and Administrative Expenses	100,263	70,013	189,824	112,679
Operating Income (Loss)	(2,292)	(158)	8,768	12,269
Other Income (Expense):
Loss on Disposal of Property, Plant and Equipment	(203)	(429)	(1,192)	(429)
Gain (Loss) on Deconsolidation	(73)	0	9,485	0
Gain (Loss) on Previously Held Equity Interest	(171)	0	13,928	0
Interest Expense, net	(11,624)	(5,434)	(22,295)	(7,201)
Other Income (Expense), net	15,619	(131)	18,153	(997)
Total Other Income (Expense)	3,548	(5,994)	18,079	(8,627)
Net Income (Loss) Before Provision for Income Taxes and Non-Controlling Interest	1,256	(6,152)	26,847	3,642
Provision For Income Taxes	(11,103)	(23,438)	(36,617)	(39,852)
Net Loss Before Non-Controlling Interest	(9,847)	(29,590)	(9,770)	(36,210)
Net Income Attributable to Non-Controlling Interest	0	98	291	1,364
Net Loss Attributable to Verano Holdings Corp.	$ (9,847)	$ (29,688)	$ (10,061)	$ (37,574)
Net Loss per share - basic (in dollars per share)	$ (0.03)	$ (0.10)	$ (0.03)	$ (0.14)
Net Loss per share - diluted (in dollars per share)	$ (0.03)	$ (0.10)	$ (0.03)	$ (0.14)
Basic - weighted average shares outstanding (in shares)	328,519,193	300,715,671	327,402,503	265,842,657
Diluted - weighted average shares outstanding (in shares)	328,519,193	300,715,671	327,402,503	265,842,657
Consolidated VIE
Operating Income (Loss)	$ (144)	$ 645	$ 1,860	$ 1,448

Unaudited Interim Condensed Consolidated Statements of Changes in Shareholders' Equity - USD ($) $ in Thousands	Total	SVS Shares (as converted)	Share Capital	Accumulated Earnings (Deficit)	Non-Controlling Interest
Limited Liability Company (LLC) Members' Equity [Abstract]
LLC Membership Units, outstanding (in shares)	279,900,000
Issuance of Pubco shares in redemption of membership units (in shares)	(279,900,000)
Beginning balance at Dec. 31, 2020	$ 153,398		$ 137,914	$ 9,247	$ 6,237
Increase (Decrease) in Stockholders' Equity [Roll Forward]
RTO-related issuances, net	652,217		652,217
Issuance of Pubco shares in redemption of membership units (in shares)		279,900,000
Reverse takeover ("RTO Financing"), net (in shares)		10,100,000
Reverse takeover (“RTO Financing”), net	95,420		95,420
Distributions to minority members	(100)				(100)
Share-based compensation	21,097		21,097
Issuance of shares in conjunction with acquisitions (in shares)		13,609,406
Issuance of shares in conjunction with acquisitions	270,034		270,034
Warrants issued and exercised (in shares)		3,510,000
Warrants issued and exercised	75,100		75,100
Contingent consideration & other adjustments to purchase accounting (in shares)		103,775
Contingent consideration & other adjustments to purchase accounting	2,085		2,085
Net income (loss)	(36,210)			(37,574)	1,364
Ending balance (in shares) at Jun. 30, 2021		307,223,181
Ending balance at Jun. 30, 2021	1,233,041		1,253,867	(28,327)	7,501
Beginning balance (in shares) at Mar. 31, 2021		293,199,219
Beginning balance at Mar. 31, 2021	1,038,927		1,030,163	1,361	7,403
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation	14,483		14,483
Issuance of shares in conjunction with acquisitions (in shares)		10,410,187
Issuance of shares in conjunction with acquisitions	207,136		207,136
Warrants issued and exercised (in shares)		3,510,000
Contingent consideration & other adjustments to purchase accounting (in shares)		103,775
Contingent consideration & other adjustments to purchase accounting	2,085		2,085
Net income (loss)	(29,590)			(29,688)	98
Ending balance (in shares) at Jun. 30, 2021		307,223,181
Ending balance at Jun. 30, 2021	1,233,041		1,253,867	(28,327)	7,501
Beginning balance (in shares) at Dec. 31, 2021		324,312,662
Beginning balance at Dec. 31, 2021	1,481,806		1,535,765	(55,235)	1,276
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation (in shares)		797,907
Share-based compensation	24,265		24,265
Issuance of shares in conjunction with acquisitions (in shares)		2,211,325
Issuance of shares in conjunction with acquisitions	18,760		18,760
Non-controlling interest adjustment for change in ownership	(1,567)				(1,567)
Contingent consideration & other adjustments to purchase accounting (in shares)		3,496,770
Contingent consideration & other adjustments to purchase accounting	35,231		35,231
Net income (loss)	(9,770)			(10,061)	291
Ending balance (in shares) at Jun. 30, 2022		330,818,664
Ending balance at Jun. 30, 2022	1,548,725		1,614,021	(65,296)	0
Beginning balance (in shares) at Mar. 31, 2022		327,868,398
Beginning balance at Mar. 31, 2022	1,522,783		1,578,232	(55,449)	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation (in shares)		26,570
Share-based compensation	12,523		12,523
Issuance of shares in conjunction with acquisitions (in shares)		808,258
Issuance of shares in conjunction with acquisitions	5,540		5,540
Contingent consideration & other adjustments to purchase accounting (in shares)		2,115,438
Contingent consideration & other adjustments to purchase accounting	17,726		17,726
Net income (loss)	(9,847)			(9,847)
Ending balance (in shares) at Jun. 30, 2022		330,818,664
Ending balance at Jun. 30, 2022	$ 1,548,725		$ 1,614,021	$ (65,296)	$ 0

Unaudited Interim Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
CASH FLOW FROM OPERATING ACTIVITIES
Net loss attributable to Verano Holdings Corp. and Subsidiaries	$ (10,061)	$ (37,574)
Net income attributable to non-controlling interest	291	1,364
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	69,911	36,057
Non-cash interest expense	1,016	2,907
Non-cash interest income	0	(17)
Non-cash inventory step-up expense on acquisitions	6,707	52,189
Loss on disposal of property, plant and equipment	1,192	429
Gain on deconsolidation	(9,485)	0
Gain on disposal of investments in associates	(13,928)	0
Bad debt expense	0	68
Amortization of debt issuance costs	3,160	517
Unrealized gain on marketable securities	2,148	0
Loss (income) from underlying investees	(310)	(7,319)
Stock earnout from acquisitions	0	2,084
Loss (income) on share issuance	(4,650)	1,236
Decrease in fair value of contingent consideration	(9,102)	0
Stock based compensation	24,405	18,333
Changes in operating assets and liabilities:
Accounts receivable	4,157	(900)
Inventory	(19,927)	(23,023)
Prepaid expenses and other current assets	(6,333)	138
Deposits and other assets	4,384	2,935
Accounts payable	14,686	(9,242)
Accrued liabilities	(9,880)	(10,668)
Lease liabilities	(6,468)	(2,383)
Income tax payable	5,508	31,536
Deferred taxes	(2,857)	(531)
Deferred revenue	(913)	(1,305)
Other, net	(3)	14
NET CASH PROVIDED BY OPERATING ACTIVITIES	43,648	56,845
CASH FLOW FROM INVESTING ACTIVITIES
Purchases of property, plant and equipment	(86,851)	(61,785)
Proceeds from disposal of assets	1,841	778
Distributions to minority members	0	(100)
Purchases of intangible assets	0	(8,378)
Acquisition of business, net of cash acquired	(94,042)	(102,138)
Proceeds from sale of deconsolidation and investment in associates	19,576	0
Purchase of interest in investment in associates	0	(3,350)
Dividend received from investments in associates	0	10,275
Proceeds from note receivable	0	4,215
Other, net	0	41
NET CASH USED IN INVESTING ACTIVITIES	(159,476)	(160,442)
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from issuance of notes payable	120,774	100,000
Principal repayments of notes payable	(8,245)	(8,527)
Debt issuance costs paid	(2,986)	(5,132)
Proceeds received from RTO Financing, net	0	75,420
Cash received in warrant private placement	0	75,100
NET CASH PROVIDED BY FINANCING ACTIVITIES	109,543	236,861
NET INCREASE (DECREASE) IN CASH	(6,285)	133,264
CASH, BEGINNING OF PERIOD	99,118	16,402
CASH, END OF PERIOD	92,833	149,666
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid	10,608	1,761
NONCASH INVESTING AND FINANCING ACTIVITIES
Accrued capital expenditures	3,296	3,627
Issuance of shares under business combinations	53,950	896,795
Acquisitions
Tangible and intangible assets acquired, net of cash	17,533	1,127,009
Liabilities assumed	(4,362)	(249,094)
Acquisition consideration payable	72,364	(1,038,668)
Goodwill	8,507	262,891
Total	$ 94,042	$ 102,138

OVERVIEW AND BASIS OF PRESENTATION

6 Months Ended

Jun. 30, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

OVERVIEW AND BASIS OF PRESENTATION


1.OVERVIEW AND BASIS OF PRESENTATION

(a)Description of Business

References herein to “the Company,” or “Verano,” are intended to mean Verano Holdings Corp. and its direct and indirect subsidiaries, licensees, and controlled and managed entities.

The Company is a vertically integrated cannabis operator that focuses on limited-licensed markets in the United States. As a vertically integrated provider, the Company owns, operates, manages, controls, and/or has licensing, consulting or other commercial agreements with cultivation, processing, and retail licensees across fourteen state markets (Arizona, Arkansas, California, Connecticut, Florida, Illinois, Maryland, Massachusetts, Michigan, Nevada, New Jersey, Ohio, Pennsylvania, and West Virginia).

In addition to the states listed above, the Company also conducts pre-licensing activities in several other markets. In these markets, the Company has either applied for licenses, or plans on applying for licenses, but does not currently own any cultivation, processing, or retail licenses.

On February 11, 2021, the Company resulted from a reverse takeover transaction as further described in Note 3. Thereafter, the Company’s Class A Subordinate Voting Shares (the “Subordinate Voting Shares) were listed on the Canadian Securities Exchange (the “CSE”) under ticker symbol “VRNO” and subsequently began to be quoted in the United States on the OTCQX marketplace operated by the OTC Market Group, under the ticker symbol “VRNOF”.

The Company’s corporate headquarters is located at 415 North Dearborn St., Suite 400, Chicago, Illinois 60654.

(b)Basis of Presentation

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and in accordance with the rules and regulations of the U.S. Securities & Exchange Commission (“SEC”). Accordingly, certain information and disclosures required by GAAP for annual financial statements have been omitted. In the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation have been included. Unless otherwise indicated, all references to “$” or “US$” in this document refer to United States dollars, and all references to “C$” refer to Canadian dollars. These unaudited interim condensed consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements and notes thereto for the year ended December 31, 2021 (the "2021 Annual Audited Financials"), included in the Company’s registration statement on Form 10 initially filed with the SEC on April 26, 2022, and amended on June 17, 2022 (as may be further amended, the "2021 Form 10"). The accompanying condensed consolidated financial statements include the accounts of Verano Holdings, Corp. and its subsidiaries as well as the accounts of any entities over which the Company has a controlling financial interest in accordance with Accounting Standards Codification ("ASC") 810 Consolidation. The preparation of the Company’s condensed consolidated financial statements requires management to make estimates and assumptions that impact the reported amounts of assets, liabilities, revenue and expenses and the disclosure of assets and liabilities in the Company’s condensed consolidated financial statements and the accompanying notes. Actual results may differ materially from these estimates. The results of operations for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the full year or any future interim or annual periods. The accompanying condensed consolidated balance sheet as of December 31, 2021 has been derived from the audited consolidated balance sheet as of December 31, 2021 contained in the 2021 Form 10.

(c)Restatement of Previously Issued Consolidated Financial Statements

The notes included herein should be read in conjunction with the Company’s restated audited consolidated financial statements included in the Company’s 2021 Form 10 filed with the SEC on August 19, 2022. The Company restated each of the quarterly and year-to-date periods ended March 31, 2022, December 31, 2021, and March 31, 2021; collectively referred to as the "Restatement". Amounts as of or for the period ended December 31, 2021 depicted in these interim unaudited condensed consolidated financial statements as "As Restated" include the impact of the restatement included in the 2021 Form 10. See the December 31, 2021 consolidated financial statements included in the 2021 Form 10 for details of the restatement adjustments. As a result of the error related to stock-based compensation, the Company increased Inventory by $3,069 as of and for the year ended December 31, 2021. As a result of such understated stock-based compensation expense, the Company’s tax expense was overstated with corresponding adjustments to Income Tax Payable of $662 and a decrease of Deferred Income Taxes of ($800) as of and for the year ended December 31, 2021. As a result of the error related to stock-based compensation as of and for the quarter ended March 31, 2022, the Company increased Inventory by $3,898, Cost of Goods Sold, net by $1,052, and Salaries and Benefits expense by $9,572. As a result of the error related to stock-based compensation as of and for the quarter ended March 31, 2021, the Company increased Salaries and Benefits expense by $5,692. As a result of overstatement of tax expense due to a clerical error, the Company’s tax expense was overstated by $20,274 with corresponding adjustments to Income Tax Payable of ($23,071) and an increase to Deferred Income Taxes of $2,659 as of and for the year quarter ended March 31, 2022. There was no net cash impact to the audited consolidated financial statements for the year ended December 31, 2021 and no net cash impact to the unaudited interim condensed consolidated financial statements for the three months ended March 31, 2022 and 2021, for these restatement items. The Company’s accounting for distributions from a consolidated entity was corrected in the Restated Financials to reduce Investment in Associates and Non-controlling Interest Equity by ($1,675) for the year ended December 31, 2021, and ($100) for the quarter ended March 31, 2021. Also, the Investment in Associates was corrected to account for distributions in excess of investment resulting in an increase of Equity Income of $1,537 and $1,638 at, December 31, 2021 and March 31, 2022, respectively, with a reduction in Disposition of Investments of $3,176 at March 31, 20222. Additionally, The Company determined that it had information after March 31, 2022 but before the March 31, 2022 financials were publicly filed regarding the CT Pharma and THC acquisition earnouts. The Company recognized a $4,760 reduction in the expected earnouts which was recorded in the first quarter March 31, 2022 to reflect the subsequent information indicating a lower liability.

(d)Basis of Consolidation

The condensed consolidated financial statements have been prepared in accordance with GAAP and include the accounts of the Company and its subsidiaries, as well as the accounts of any entities over which the Company has a controlling financial interest in accordance with ASC 810 Consolidation. All transactions and balances between these entities have been eliminated upon consolidation.

(d)Significant Accounting Policies

There have been no changes to the Company’s significant accounting policies as described in Note 2 to the 2021 Annual Audited Financials, included in the 2021 Form 10.

(e)Earnings (Loss) per Share

Basic earnings (loss) per share is calculated using the treasury stock method, by dividing the net earnings (losses) attributable to shareholders by the weighted average number of shares (including the Company's Class B Proportionate Voting Shares (the "Proportionate Voting Shares") on an as converted to Subordinate Voting Shares basis of 100 Subordinate Voting Shares to one Proportionate Voting Share) outstanding during each of the years presented. Contingently issuable shares (including shares held in escrow) are not considered outstanding shares and consequently are not included in the earnings (loss) per share calculations. Diluted income per share is calculated by adjusting the weighted average number of shares outstanding to assume conversion of all dilutive potential shares.

To determine diluted income per share, it is assumed that any proceeds from the exercise of dilutive share options would be used to repurchase shares at the average market price during the period. The diluted income per share calculation excludes any potential conversion of share options and convertible debt that would increase earnings per share or decrease loss per share. No potentially dilutive share equivalents were included in the computation of diluted loss per share for the three and six months ended June 30, 2022 and 2021 because their impact would have been anti-dilutive.

(f)Recently Issued Accounting Standards

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

(g)Coronavirus Pandemic

In June 2020, the World Health Organization categorized coronavirus disease 2019 (together with its variants, “COVID-19”) as a pandemic. COVID-19 continues to spread throughout the U.S. and other countries across the world, and the duration and severity of its effects are currently unknown. The Company continues to implement and evaluate actions to strengthen its financial position and support the continuity of its business and operations.

The Company’s unaudited interim condensed consolidated financial statements presented herein reflect estimates and assumptions made by management that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited interim condensed consolidated financial statements and reported amounts of revenue and expenses during the periods presented. Such estimates and assumptions affect, among other things, the Company’s goodwill; long-lived assets and intangible assets; operating lease right of use assets and operating lease liabilities; valuation of deferred income taxes; the allowance for doubtful accounts; assessment of the Company’s lease and non-lease contract expenses; and measurement of compensation cost for bonus and other compensation plans. While the Company’s revenue, gross profit and operating income were not impacted during the three and six months ended June 30, 2022, the uncertain nature of the spread of COVID-19 and the uncertainty of the impact of nationwide vaccine programs may impact the Company’s business operations for reasons including the potential quarantine of the Company’s employees or of its supply chain partners’ employees.

REVERSE TAKEOVER TRANSACTION ("RTO")

6 Months Ended

Jun. 30, 2022

Reverse Recapitalization [Abstract]

REVERSE TAKEOVER TRANSACTION ("RTO")


2.REVERSE TAKEOVER TRANSACTION (“RTO”)

On December 14, 2020, Verano Holdings, LLC, a Delaware limited liability company, Majesta Minerals, Inc., an Alberta corporation (the “Public Corporation”), 1276268 B.C. Ltd., a British Columbia corporation (“Verano FinCo”), 1277233 B.C. Ltd, a British Columbia corporation, and 1278655 B.C. Ltd., a British Columbia corporation (“Majesta SubCo”), entered into an arrangement agreement (as amended January 26, 2021, the “Definitive Agreement”), pursuant to which the Company resulted from the reverse takeover transaction contemplated thereby (the “RTO”).

In accordance with the plan of arrangement forming part of the Definitive Agreement (the “Plan of Arrangement”), the Public Corporation changed its name to “Verano Holdings Corp.” and completed a consolidation of its common shares on the basis of 100,000 issued and outstanding common shares on a post-consolidation basis.

In accordance with the terms of the Plan of Arrangement, 10,000,000 subscription receipts (the “Subscription Receipts”) were issued on January 21, 2021, at a price per Subscription Receipt of $101, for aggregate gross proceeds of $100,000 (the “RTO Financing”). In the RTO Financing, the Company issued a total of 10,000,000 Subordinate Voting Shares to the purchasers of the Subscription Receipts and 578,354 Subordinate Voting Shares and $4,580 in transactions costs to the offering agents as a broker fee, for a net RTO Financing amount of $95,420.


1 Such amounts not in Thousands

The Public Corporation reorganized capital by altering its notice of articles and articles to (i) attach special rights and restrictions to its common shares, (ii) change the identifying name of its common shares to “Class A Subordinate Voting Shares” and (iii) create a new class of shares identified as "Class B Proportionate Voting Shares". Pursuant to the Plan of Arrangement, thereafter Verano FinCo amalgamated with Majesta SubCo. Majesta SubCo was then liquidated, and the net proceeds of the RTO Financing transferred to the Company, as the resulting corporation in the RTO.

The members of Verano Holdings, LLC, and owners of certain of its subsidiaries, through a series of transactions, exchanged their ownership interests in Verano Holdings LLC and such subsidiaries for 96,892,040 Subordinate Voting Shares and 1,172,382 Proportionate Voting Shares. In connection with the Company’s acquisitions

(described in Note 8) of Alternative Medical Enterprises, LLC, Plants of Ruskin GPS, LLC, and RVC 360, LLC (collectively, the “AME Parties”), that occurred concurrently with the RTO, the members of the AME Parties, through a series of transactions, exchanged their membership interests in the AME Parties for 18,092,987 Subordinate Voting Shares and 470,984 Proportionate Voting Shares, plus cash consideration, as further described in Note 8(a). In addition, upon the consummation of the acquisition the members of the AME Parties received cash consideration of $20,000 which was funded with proceeds from the RTO Financing and were entitled to receive an additional $15,000 in cash installments.

In accordance with ASC 805, Business Combinations, the substance of the transaction is a reverse takeover of a nonoperating company. The transaction does not constitute a business combination because Majesta SubCo does not meet the definition of a business under the standard. As a result, the transaction is accounted for as a capital transaction with Verano Holdings, LLC being identified as the acquirer and the equity consideration being measured at fair value. The resulting consolidated statement of financial position is presented as a continuance of Verano Holdings, LLC and comparative figures presented in the consolidated financial statements prior to the RTO are those of Verano Holdings, LLC.

ASC 505-50, Equity-Based Payments to Non-Employees, applies to transactions where an entity grants equity instruments and cannot identify specifically some or all of the goods or services received in return. Because the Company issued shares with a value in excess of the assets received, the difference is recognized in RTO-related issuance cost through equity. The amount assigned to the transaction cost of $198 is the difference between the fair value of the consideration and the net identifiable assets of Majesta SubCo acquired by the Company.

INVENTORY

6 Months Ended

Jun. 30, 2022

Inventory Disclosure [Abstract]

INVENTORY


3.INVENTORY

The Company’s inventory consists of the following at June 30, 2022 and December 31, 2021:


	June 30, 2022		December 31, 2021
			(As Restated)
Raw Materials	$	8,369	$	5,767
Work in Process	109,219		96,367
Finished Goods	36,462		38,569

Total Inventories	$	154,050	$	140,703

PROPERTY, PLANT AND EQUIPMENT

6 Months Ended

Jun. 30, 2022

Property, Plant and Equipment [Abstract]

PROPERTY, PLANT AND EQUIPMENT


4.PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment and related accumulated depreciation consists of the following as of June 30, 2022 and December 31, 2021:


	June 30, 2022		December 31, 2021

Land	$	29,878	$	29,399
Buildings and Improvements	170,842		126,020
Furniture and Fixtures	15,900		13,259
Computer Equipment and Software	19,074		14,078
Leasehold Improvements	188,038		182,514
Tools and Equipment	79,768		65,774
Vehicles	4,716		3,229
Assets Under Construction (1)	73,311		64,107

Total Property, Plant and Equipment	581,527		498,380
Less: Accumulated Depreciation	(65,829)		(46,148)

Property, Plant and Equipment, Net	$	515,698	$	452,232

(1)Assets under construction represent construction in progress related to facilities not yet completed or otherwise not placed in service.

For the three months ended June 30, 2022 and June 30, 2021, depreciation expense included in costs of goods sold totaled $7,311 and $5,923, respectively. For the three months ended June 30, 2022 and June 30, 2021, depreciation expense included in selling, general, and administrative expense totaled $3,178 and $1,942, respectively. For the six months ended June 30, 2022 and June 30, 2021, depreciation expense included in costs of goods sold totaled $14,368 and $8,805, respectively. For the six months ended June 30, 2022 and June 30, 2021, depreciation expense included in selling, general, and administrative expense totaled $5,719 and $3,134, respectively.

INTANGIBLE ASSETS AND GOODWILL

6 Months Ended

Jun. 30, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

INTANGIBLE ASSETS AND GOODWILL


5.INTANGIBLE ASSETS AND GOODWILL

Intangible assets are recorded at cost less accumulated amortization and impairment losses, if any. 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.

As of June 30, 2022, intangible assets consisted of the following:


	Licenses		Tradenames		Technology		Total
Cost
Balance as of January 1, 2022	$	1,386,131	$	54,166	$	11,603	$	1,451,900
Purchases	—		—		—		—
Additions from business combination	13,281		—		—		13,281
Adjustments to purchase price allocation	—		—		—		—
Disposals	—		—		—		—
Balance as of June 30, 2022	$	1,399,412	$	54,166	$	11,603	$	1,465,181

Accumulated Amortization
Balance as of January 1, 2022	66,703		4,158		1,126		71,987
Amortization	46,499		2,710		614		49,823
Balance as of June 30, 2022	$	113,202	$	6,868	$	1,740	$	121,810

Net Book Value
Balance as of January 1, 2022	1,319,428		50,008		10,477		1,379,913
Balance as of June 30, 2022	$	1,286,210	$	47,298	$	9,863	$	1,343,371

Amortization periods of assets with finite lives are based on management’s estimates at the date of acquisition.

The following table outlines the estimated annual amortization expense related to intangible assets as of June 30, 2022:


Year Ending December 31:	Estimated Amortization
2022 (Remaining)	$	49,975
2023	99,948
2024	99,948
2025	99,948
2026	99,221
Thereafter	894,331
	$	1,343,371

The changes in the carrying amount of goodwill, by reportable segment, for the six months ended June 30, 2022 were as follows:


	January 1, 2022		Impairment		Adjustments to purchase price allocation		Acquisitions		June 30, 2022
Cultivation	$	91,116	$	—	$	1,050	$	—	$	92,166
Retail	277,014		—		912		6,545		284,471
Total	$	368,130	$	—	$	1,962	$	6,545	$	376,637

As of June 30, 2022, the Company recorded measurement period adjustments in connection with the December 28, 2021 acquisition of Connecticut Pharmaceutical Solutions, Inc. The net impact led to an increase of $1,050 to goodwill. The Company obtained additional information about the facts and circumstances that existed at the time of the acquisition date that led to changes in provisional amounts recognized in the initial opening financials for inventory, income taxes and accrued payables.

As of June 30, 2022, the Company recorded a purchase price adjustment in connection with the December 20, 2021 acquisition of Caring Nature, LLC. The net impact led to an increase of $56 to goodwill and acquisition price payable.

As of June 30, 2022, the Company recorded measurement period adjustments in connection with the March 11, 2022 acquisition of 420 Capital Management, LLC. The net impact led to an increase of $856 to goodwill. The Company obtained additional information about the facts and circumstances that existed at the time of the acquisition date that led to changes in provisional amounts recognized in the initial opening financials for cash and accounts payable.

EARNINGS (LOSSES) PER SHARE

6 Months Ended

Jun. 30, 2022

Earnings Per Share [Abstract]

EARNINGS (LOSSES) PER SHARE


6.EARNINGS (LOSSES) PER SHARE

The Company presents basic earnings (losses) per share. Basic earnings (losses) per share is calculated by dividing the earnings (loss) attributable to shareholders by the weighted average number of Subordinate Voting Shares (on an as converted to Subordinate Voting Shares basis) outstanding during the periods presented.

The computations of net earnings (loss) per share on a basic basis, including reconciliations of the numerators and denominators, were as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Numerator
Net Loss attributable to Verano Holdings Corp.	$	(9,847)	$	(29,688)	$	(10,061)	$	(37,574)

Denominator
Basic
Pre-RTO weighted-average shares outstanding							158,203,932
Post-RTO weighted-average shares outstanding			300,715,671				297,365,427
Weighted-average shares outstanding – basic	328,519,193		300,715,671		327,402,503		265,842,657

Diluted
Pre-RTO weighted-average shares outstanding							158,203,932
Post-RTO weighted-average shares outstanding			300,715,671				297,365,427
Weighted-average shares outstanding – diluted	328,519,193		300,715,671		327,402,503		265,842,657

Basic earnings per share	$	(0.03)	$	(0.10)	$	(0.03)	$	(0.14)
Diluted earnings per share	$	(0.03)	$	(0.10)	$	(0.03)	$	(0.14)

NOTES RECEIVABLE

6 Months Ended

Jun. 30, 2022

Receivables [Abstract]

NOTES RECEIVABLE


7.NOTES RECEIVABLE

As of December 31, 2021, notes receivable consisted of two secured promissory notes.

The first note was a secured promissory note, dated August 13, 2020, with a third party in the original principal amount of $180. The note accrued interest at 8% per annum and had an original maturity date of February 13, 2021, which was subsequently extended at the discretion of the Company. As of December 31, 2021, the Company has received principal payments of $56 and the note had an outstanding principal of $124 plus accrued interest of $7. During the quarter ended March 31, 2022, the Company settled the outstanding note receivable balance as part of the Greengate transaction.

The second note was a secured promissory note, dated March 24, 2021, with a third party in the original principal amount of $147. The note accrued interest at 8% per annum and had an original maturity date of September 24, 2021, which was subsequently extended to March 24, 2022. During the quarter ended March 31, 2022, the Company settled the outstanding note receivable balance as part of the Greengate transaction.

As of June 30, 2022, the Company had no outstanding notes receivable.

TRANSACTIONS

6 Months Ended

Jun. 30, 2022

Business Combination and Asset Acquisition [Abstract]

TRANSACTIONS


8.TRANSACTIONS

(a)Merger Agreement

On November 6, 2020, Verano Holdings LLC entered into an agreement and plan of merger with the AME Parties, pursuant to which the Company, as the assignee of all of Verano Holdings LLC’s rights and obligations thereunder, would acquire the AME Parties and their subsidiaries and ownership and control interests (the “AME Group”) via a series of merger transactions (the “AME Mergers”). The AME Mergers were contingent upon, and closed contemporaneously with the RTO, resulting in the creation of the Company as a Canadian publicly-traded parent company of Verano Holdings LLC, the AME Parties and their respective subsidiaries.

The RTO and AME Mergers closed on February 11, 2021 and resulted in the AME Parties becoming wholly-owned subsidiaries of the Company. The members of the AME Parties, through the RTO and AME Mergers, exchanged their membership interests in the AME Parties for 18,092,988 Subordinate Voting Shares and 470,984 Proportionate Voting Shares valued at approximately $651,914, plus cash consideration of $35,000. The shares issued were assigned a value of $10 per share with the Proportionate Voting Shares valued on an as converted to Subordinate Voting Share basis. The share price is equivalent to the arm’s-length RTO Financing transaction of the Subscription Receipts of $10 per share. The share consideration and cash consideration of $20,000 was paid at the closing of the AME Mergers, $10,000 of cash consideration was paid on August 11, 2021, and the remaining $5,000 balance was paid in the first quarter of 2022. As of June 30, 2022, the total consideration had been paid in full.

The Company accounted for the transaction as a business combination in accordance with ASC 805, Business Combinations. The following table summarizes the provisional accounting estimates of the merger transaction:


	AltMed Florida		AltMed Arizona		Total

Cash	$	5,446	$	507	$	5,953
Accounts receivable, net	60		498		558
Inventory	83,205		5,827		89,032
Prepaids and other current assets	833		1,989		2,822
Property, plant and equipment, net	73,386		9,751		83,137
Right-of-use asset, net	9,651		—		9,651
Other assets	1,001		—		1,001
Accounts payable and accrued liabilities	(8,935)		(2,576)		(11,511)
Notes payable	(3,579)		(3,343)		(6,922)
Deferred taxes	(123,720)		(37,290)		(161,010)
Lease liabilities	(9,651)		—		(9,651)

Total identifiable net assets (liabilities)	27,697		(24,637)		3,060
Intangible assets	498,938		184,588		683,526

Net assets	$	526,635	$	159,951	$	686,586

The Company identified intangible assets related to the acquired cannabis license, tradenames and intellectual property for the patented encapsulation formulation used in the MÜV™ branded transdermal patches, gels, tinctures and capsules. The Company engaged an independent valuation expert that uses appropriate valuation techniques, generally based on the forecast of the present value of expected future net cash flows, to determine the intangible assets appropriate fair value. The Company determined the fair value of intangible assets as outlined below:


	AltMed Florida		AltMed Arizona		Total

License	$	319,928	$	130,670	$	450,598
Tradename	36,278		8,980		45,258
Intellectual Property and Technology	10,603		885		11,488

Total intangible assets	366,809		140,535		507,344

Goodwill (residual purchase price)	8,409		6,763		15,172
Goodwill (deferred taxes) (a)	123,720		37,290		161,010

Total goodwill	$	132,129	$	44,053	$	176,182

(a) Goodwill recognized related to deferred taxes associated with assets acquired that have no tax basis.

Selected line items from the Company’s unaudited condensed interim consolidated statements of operations for the six months ended June 30, 2021, adjusted as if the acquisition of AltMed, deemed to be the only acquisition with material operations in the period, had occurred on January 1, 2021, are presented below:


	Consolidated Results		AltMed Pre-acquisition		Pro-forma Results

Revenues, net of discounts	$	319,961	$	22,402	$	342,363
Net income (loss)	(37,574)		10,933		(26,641)

(b)Business Combinations

The Company has determined that the acquisitions described below are business combinations under ASC 805, Business Combinations. Acquisitions that are determined to be the acquisition of a business are accounted for by applying the acquisition method, whereby the assets acquired, and the liabilities assumed are recorded at their fair values with any excess of the aggregate consideration over the fair values of the identifiable net assets allocated to goodwill. Operating results have been included in these unaudited interim condensed consolidated financial statements from the date of the acquisition. Any goodwill recognized is attributed based on reporting units. Refer to the end of section (b) of this Note for the revenue and net income (loss) since the acquisition date included in the unaudited interim condensed consolidated statement of operations and pro forma revenue and earnings.

The purchase price allocations for the acquisitions reflect various fair value estimates and analyses which are subject to change within the measurement period, which is the one year period subsequent to the acquisition date. The primary areas of the purchase price allocation that are subject to change relate to the fair value of certain tangible assets, the value of intangible assets acquired, and residual goodwill. The Company expects to continue to obtain information to assist in determining the fair value of the net assets acquired at the acquisition date during the measurement period.

Measurement period adjustments that the Company determined to be material will be applied prospectively in the Company’s future consolidated financial statements, and depending on the nature of the adjustments, other periods subsequent to the period of acquisition could be affected.

2022 Business Combinations

420 Capital Management, LLC

On April 5, 2021, Verano entered into an agreement to purchase 100% of the equity interests of 420 Capital Management, LLC (“Greengate”). Greengate is the license holder and operator of the Lombard and Roger’s Park dispensaries located in Illinois. The transaction received state regulatory approval in February 2022 and subsequently closed on March 11, 2022. Total consideration includes cash of $7,448, forgiveness of other receivables of $2,894, and equity consideration of 1,403,067 Subordinate Voting Shares valued at $13,221 based on the fair value of the Subordinate Voting Shares as traded on the CSE on the date of the transaction, all of which was paid at the closing of the transaction. As of June 30, 2022, total consideration had been paid in full.

The following table summarizes the provisional accounting estimates of the acquisitions that occurred during the six months ended June 30, 2022:


	Greengate

Cash and cash equivalents	$	2,315
Inventory	1,021
Prepaid & other current Assets	324
Deposits and Other non-current assets	45
Property, plant and equipment, net	1,673
Right-of-use asset, Net	1,836
Accounts payable and accrued liabilities	(1,569)
Other liabilities	(72)
Lease liabilities	(1,836)

Total identifiable net assets (liabilities)	3,737
Total Intangible assets	19,826

The consolidated statements of operations includes net revenue of $5,091 and net income of $59 related to the acquired operations of Greengate for the six months ended June 30, 2022.

The Company engaged an independent valuation expert that uses appropriate valuation techniques, generally based on the forecast of the present value of expected future net cash flows, to determine the intangible assets appropriate fair value. The Company recognized an intangible asset for the cannabis license acquired at a fair value of $13,281. The residual purchase price of $6,545 was recognized as goodwill.

The unaudited pro forma information set forth below gives effect to the Greengate acquisition as if it had occurred on January 1, 2021. These unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of the results of operations that would have been achieved had the transaction been consummated as of that time nor does it purport to be indicative of future financial operation results.

Pro forma net revenues for the six months ended June 30, 2022 and 2021 are $428,709 and $324,739, respectively. Pro forma net loss for the six months ended June 30, 2022 and 2021 are ($9,574) and ($36,692).

2021 Business Combinations

Glass City Alternatives, LLC

On September 20, 2020, the Company entered into an agreement to acquire all of the ownership interest of Glass City Alternatives, LLC which operates a dispensary located in Ohio. The transaction closed on January 7, 2021. The total cash consideration was $2,700 plus a post-closing $329 purchase price adjustment. The Company issued $500 in Subordinate Voting Shares based on the fair value of the Subordinate Voting Shares as traded on the CSE on the date of issuance. As of June 30, 2022, the total consideration had been paid in full.

The Company engaged an independent valuation expert that uses appropriate valuation techniques, generally based on forecast of the present value of expected future net cash flows, to determine the intangible assets appropriate fair value. The Company recognized an intangible asset for the cannabis license acquired at a fair value of $2,497. The residual purchase price of $224 was recognized as goodwill.

Perpetual Healthcare Inc.

On February 25, 2021, the Company entered into an agreement to purchase control of Perpetual Healthcare Inc. (“Emerald”). Emerald is a non-profit entity that operates a marijuana dispensary in Arizona.. The Company, through a management service agreement (“MSA”) and control of the board of directors, obtained control of Emerald’s dispensary operations and license. The transaction became effective on March 10, 2021, and the Company consolidated Emerald through the Voting Interest Model (“VOE”) in accordance with ASC 810, Consolidations. On April 27, 2022, Emerald was converted to a for-profit entity, wholly-owned by the Company, and the MSA was terminated in connection with the closing of the transaction. Emerald is consolidated as a fully owned entity as of June 30, 2022.

Total consideration included cash consideration of $11,250 plus a post-closing $326 purchase price adjustment and, 541,994 Subordinate Voting Shares valued at approximately $10,002 based on the fair value of the Subordinate Voting Shares as traded on the CSE on the date of the transaction. The remaining obligation was settled in May 2021 through the issuance of 350,644 Subordinate Voting Shares valued at approximately $6,992 based on the fair value of the Subordinate Voting Shares as traded on the CSE on the date of the share issuance. The share issuance resulted in a $817 loss included in the other income (loss) line of the unaudited interim condensed consolidated statement of operations. As of June 30, 2022, the total consideration had been paid in full.

The Company engaged an independent valuation expert that uses appropriate valuation techniques, generally based on forecast of the present value of expected future net cash flows, to determine the intangible assets appropriate fair value. The Company recognized an intangible asset for the cannabis license acquired at a fair value of $25,284. The residual purchase price of $1,555 was recognized as goodwill. The Company also recognized $6,548 to goodwill related to the deferred tax liability associated with the cannabis license.

The Herbal Care Center Inc.

On February 24, 2021, the Company entered into an equity purchase agreement to acquire all equity interest in EINJO, L.P. and SPSLE, Corp. to become the sole owner of The Herbal Care Center, Inc. (“The Herbal Care Center”), which holds licenses for two dispensaries in Illinois. The Company, through an MSA, obtained control of The Herbal Care Center’s operations and marijuana license. The transaction became effective on March 17, 2021, and the Company consolidated The Herbal Care Center through the Variable Interest Model (“VIE”) in accordance with ASC 810, Consolidations. On May 11, 2022, the Company consummated the acquisition of The Herbal Care Center and terminated the MSA in connection therewith. As of June 30, 2022, The Herbal Care Center is consolidated as a fully owned entity.

Total consideration included cash consideration of $18,750, plus a $2,107 purchase price adjustment, of which $10,000 was paid upon entering into the MSA. The total consideration also included 90,464 Subordinate Voting Shares and 9,625 Proportionate Voting Shares valued at approximately $22,778 based on the fair value of the Subordinate Voting Shares and Proportionate Voting Shares, on an as converted to Subordinate Voting Shares basis, as traded on the CSE on the date of the transaction. As of June 30, 2022, the total consideration had been paid in full.

The Company engaged an independent valuation expert that uses appropriate valuation techniques, generally based on forecast of the present value of expected future net cash flows, to determine the intangible assets appropriate fair value. The Company recognized an intangible asset for the cannabis license acquired at a fair value of $39,062. The residual purchase price of $328 was recognized as goodwill. The Company also recognized $11,914 to goodwill related to the deferred tax liability associated with the cannabis license.

Patient Alternative Relief Center, Inc.

On March 22, 2021, the Company entered into an agreement with Flower Launch LLC, to acquire the rights to manage Patient Alternative Relief Center, Inc. (“Local Joint”). Local Joint is a non-profit entity that operates a retail dispensary in Arizona. The Company, through a MSA and control of the board of directors, obtained control of Local Joint’s operations and its license. The transaction became effective on March 30, 2021, and the Company consolidated Local Joint through the VOE in accordance with ASC 810, Consolidations. On April 27, 2022, Local Joint was converted to a for-profit entity, wholly-owned by the Company, and the MSA was terminated in connection therewith. Local Joint is consolidated as a fully owned entity as of June 30, 2022.

Total consideration included cash consideration of $13,500, with $10,000 paid on the closing date and $3,500 paid in July 2021, plus 179,767 Subordinate Voting Shares valued at approximately $3,031 based on the fair value of the Subordinate Voting Shares as traded on the CSE on the date of the transaction. As of June 30, 2022, the total consideration had been paid in full.

The Company engaged an independent valuation expert that uses appropriate valuation techniques, generally based on forecast of the present value of expected future net cash flows, to determine the intangible assets appropriate fair value. The Company recognized an intangible asset for the cannabis license acquired at a fair value of $15,819. The residual purchase price of $276 was recognized as goodwill.

BISHCO LLC

On February 23, 2021, the Company entered into a merger agreement to acquire BISHCO LLC, which holds the rights to manage three non-profit entities in Arizona through MSAs. The non-profit entities, AZGM3, Inc., Vending Logistics, LLC, and The Medicine Room, LLC, each hold an Arizona marijuana license. The agreement provided that executives of the Company were appointed as the sole members of the boards of directors that govern each non-profit entity. Through the acquisition of BISHCO LLC and its MSAs, as well as the Company’s appointment to the boards of directors of the non-profit entities, the Company obtained control of the non-profit entities’ operations and their respective licenses. The transaction became effective on April 8, 2021, and the Company consolidated the non-profit entities through the VOE in accordance with ASC 810, Consolidations. On April 26 and 27, 2022, the three non profit entities were converted to for-profit entities, wholly-owned by the Company, and the MSAs were terminated in connection therewith. The former non-profit entities are consolidated as fully owned entities as of June 30, 2022.

Total consideration included $18,699 of cash paid upon closing, plus a $1,036 purchase price adjustment, 997,453 Subordinate Voting Shares and 29,924 Proportionate Voting Shares valued at approximately $78,916 based on the fair value of the Subordinate Voting Shares and Proportionate Voting Shares, on an as converted to Subordinate Voting Shares basis, as traded on the CSE on the date of the transaction. An additional $12,750 was paid in cash in April 2022 and the remaining $12,750 is payable in Subordinate Voting Shares or cash at the election of the recipient, due on March 31, 2023. As of June 30, 2022, the present value of unpaid deferred consideration of $10,972 is included in the acquisition price payable balance on the Company’s consolidated balance sheets.

The Company engaged an independent valuation expert that uses appropriate valuation techniques, generally based on forecast of the present value of expected future net cash flows, to determine the intangible assets appropriate fair value. The Company recognized an intangible asset for the cannabis license acquired at a fair value of $87,963. The residual purchase price of $14,559 was recognized as goodwill. The Company also recognized $23,598 to goodwill related to the deferred tax liability

TerraVida Holistic Center, LLC

On February 24, 2021, the Company entered into an agreement to acquire TerraVida Holistic Centers, LLC, which holds the rights to three active dispensaries in Pennsylvania. The transaction closed on May 11, 2021. Total

consideration included cash consideration of $64,316, plus a $1,993 purchase price adjustment, of which $18,809 was paid at closing and the remaining $47,500 was paid over the first six months after closing. The transaction also included consideration of 1,506,750 Subordinate Voting Shares and 15,067 Proportionate Voting Shares valued at approximately $59,732 based on the fair value of the Subordinate Voting Shares and Proportionate Voting Shares, on an as converted to Subordinate Voting Shares basis, as traded on the CSE on the date of the transaction. As of June 30, 2022, the total consideration had been paid in full.

The Company engaged an independent valuation expert that uses appropriate valuation techniques, generally based on forecast of the present value of expected future net cash flows, to determine the intangible assets appropriate fair value. The Company recognized an intangible asset for the cannabis license acquired at a fair value of $112,418. The residual purchase price of $3,635 was recognized as goodwill.

The Healing Center, LLC

On March 29, 2021, the Company entered into an agreement to acquire three active dispensaries in Pennsylvania by purchasing all the issued and outstanding equity interests of The Healing Center, LLC (“The Healing Center”). The transaction closed on May 14, 2021. At the time the transaction closed, The Healing Center leased the real estate where the dispensaries are located from three separate real estate entities (collectively referred to as “THC Real Estate”).

On September 3, 2021, the Company acquired the equity interests of THC Real Estate in cash transactions for an aggregate purchase price of $12,225, which was paid in full at closing. The acquisitions were accounted for as a single business combination in accordance with ASC 805, Business Combinations.

Total consideration for The Healing Center included cash consideration of $56,892, plus a $2,355 purchase price adjustment, of which $31,463 was paid upon closing and an additional $27,784 was paid 60 days after the closing. In addition, the total consideration included 454,302 Subordinate Voting Shares and 25,744 Proportionate Voting Shares valued at approximately $61,108 based on the fair value of the Subordinate Voting Shares and Proportionate Voting Shares, on an as converted to Subordinate Voting Shares basis, as traded on the CSE on the date of the transaction, and $18,925 of contingent consideration that was to be settled through an even allocation of shares and cash. The Company recognized a $4,603 gain on the decrease in contingent consideration, which was included in the other income (loss) line of the consolidated operations for the period ended December 31, 2021. The Company paid $7,116 in the first quarter of 2022. The Company recognized gains of $1,061 and $2,595 on the decrease in contingent consideration in the first and second quarters of 2022 respectively, which are included in the other income (loss) line of the unaudited interim condensed consolidated statement of operations for the period June 30, 2022. As of June 30, 2022, The Healing Center’s present value of unpaid deferred consideration of $3,551, which is payable in Subordinate Voting Shares, is included in the acquisition price payable balance on the Company’s consolidated balance sheets.

The Company engaged an independent valuation expert that uses appropriate valuation techniques, generally based on forecast of the present value of expected future net cash flows, to determine the intangible assets appropriate fair value. The Company recognized an intangible asset for the cannabis license acquired at a fair value of $108,850. The residual purchase price of $24,954 was recognized as goodwill.

The Company funded the acquisition of the THC Real Estate through a credit facility with Chicago Atlantic Credit Company (together with its affiliated entities, “Chicago Atlantic”) for $12,650. Total consideration was paid directly to the sellers in the amount of $12,225. The Company received $20 in cash proceeds and incurred $405 in issuance costs and debt discounts on the Chicago Atlantic credit facility, which was paid net of proceeds upon closing. The Company amortizes debt issuance costs through interest expense over the life of the Chicago Atlantic credit agreement.

Mad River Remedies, LLC

On April 1, 2021, the Company entered into an agreement to acquire all of the outstanding equity interests in Mad River Remedies, LLC, which operates a dispensary in Ohio. The transaction closed on July 8, 2021. The consideration included cash consideration of $12,984, subject to a purchase price adjustment of $29, and 488,861 Subordinate Voting Shares value at approximately $7,814 based on the fair value of the Subordinate Voting Shares and Proportionate Voting Shares, on an as converted to Subordinate Voting Shares basis, as traded on the CSE on the date of the transaction. As of June 30, 2022, the total consideration had been paid in full.

The Company engaged an independent valuation expert that uses appropriate valuation techniques, generally based on forecast of the present value of expected future net cash flows, to determine the intangible assets appropriate fair value. The Company recognized an intangible asset for the cannabis license acquired at a fair value of $18,720. The residual purchase price of $498 was recognized as goodwill.

Agri-Kind, LLC & Agronomed Holdings Inc

On April 21, 2021, the Company entered into an agreement to acquire all of the issued and outstanding equity interests in Agri-Kind, LLC (“Agri-Kind”), an operator of a cultivation and production facility of medical marijuana located in Pennsylvania, and Agronomed Holdings Inc., the owner of the cultivation and processing facility operated by Agri-Kind. The transaction closed on July 12, 2021. The total consideration included cash consideration of $78,848, plus a $678 purchase price adjustment, of which $43,713 was paid at closing and the remaining $35,813 was paid three months after closing. In addition, the total consideration included the issuance of 3,208,035 Subordinate Voting Shares valued at approximately $50,994 based on the fair value of the Subordinate Voting Shares as traded on the CSE on the date of the transaction, and contingent consideration of $33,971.

The Company paid $31,500 of contingent consideration during the first quarter of 2022. The remaining contingent consideration is for the issuances of additional Subordinate Voting Shares for six month and 12 month stock price protection that were assigned an aggregate initial fair value of $2,483 using Monte Carlo simulation models. The fair value of the contingent consideration is remeasured on a quarterly basis with any changes in the fair value being recognized in the other income (loss) line of the consolidated statement of operations. During the first quarter of 2022, the Company issued an additional 82,731 Subordinate Voting Shares valued at approximately $952 based on the fair value of the Subordinate Voting Shares as traded on the CSE on the date of the transaction to satisfy the six month contingency. The Company recognized a $988 and $2,147 loss for the changes in the fair value of contingent consideration for the three and six months ended June 30, 2022, respectively. As of June 30, 2022, the present value of unpaid deferred consideration of $3,311 is included in the acquisition price payable balance on the Company’s consolidated balance sheets.

The Company engaged an independent valuation expert that uses appropriate valuation techniques, generally based on forecast of the present value of expected future net cash flows, to determine the intangible assets appropriate fair value. The Company recognized an intangible asset for the cannabis license acquired at a fair value of $134,563. The residual purchase price of $3,115 was recognized as goodwill.

Agronomed Biologics, LLC

On April 21, 2021, the Company entered into an agreement to acquire all the issued and outstanding equity interests in Agronomed Biologics, LLC (“Agronomed”), which holds a clinical registrant license that allows for cultivation, production, and operation of six dispensaries in Pennsylvania. As a clinical registrant, Agronomed has partnered with the Drexel University College of Medicine to conduct medical marijuana research. The transaction closed on July 12, 2021. Total consideration included cash consideration of $10,473 paid upon closing and an additional $42,493 of contingent consideration to be paid in cash or shares at the election of the seller. In addition, the consideration included 3,240,436 Subordinate Voting Shares valued at approximately $51,509 based upon the fair value of the Subordinate Voting Shares as traded on the CSE on the date of the transaction.

During the first quarter of 2022, the Company paid $3,000 in cash and issued 1,215,035 Subordinate Voting Shares valued at approximately $15,592 based upon the fair value of the Subordinate Voting Shares as traded on the CSE on the date of the transaction. The share issuance resulted in a $3,592 loss recognized in the other income (loss) line of the unaudited consolidated statement of operations.

As of June 30, 2022, the present value of unpaid deferred consideration of $28,344 is included in the acquisition price payable balance on the Company’s consolidated balance sheets. The majority of the remaining consideration is related to earnouts. A portion of the remaining contingent consideration is for the issuances of additional Subordinate Voting Shares for six month and 12 month share price protection that was assigned an initial fair value of $2,508 using Monte Carlo simulation models. The fair value of the contingent consideration is remeasured on a quarterly basis with any changes in the fair value being recorded in the other income (loss) line of the consolidated statement of operations. During the first quarter of 2022, the Company issued an additional 83,566 Subordinate Voting Shares valued at approximately $962 based on the fair value of the Subordinate Voting Shares as traded on the CSE on the date of the transaction to satisfy the six month contingency. The Company recognized a $998 and $2,168 loss for the changes in the fair value of contingent consideration for the three and six months ended June 30, 2022, respectively

The Company engaged an independent valuation expert that uses appropriate valuation techniques, generally based on forecast of the present value of expected future net cash flows, to determine the intangible assets appropriate fair value. The Company recognized an intangible asset for the cannabis license acquired at a fair value of $96,684. The residual purchase price of $2,625 was recognized as goodwill. The Company also recognized $29,913 to goodwill related to the deferred tax liability.

Willow Brook Wellness, LLC

On September 13, 2021, the Company entered into a definitive agreement to acquire all the issued and outstanding equity interests in Willow Brook Wellness, LLC, which operates a dispensary in Connecticut. The transaction closed on October 25, 2021. Total consideration included cash of $14,913, subject to a purchase price adjustment of $14, and 727,934 Subordinate Voting Shares valued at approximately $8,163 based upon the fair value of the Subordinate Voting Shares as traded on the CSE on the date of the transaction. As of June 30, 2022, the present value of unpaid deferred consideration of $7,280 is included in the acquisition price payable balance on the Company’s consolidated balance sheets and will be settled through a cash payment due in October 2022.

The Company engaged an independent valuation expert that uses appropriate valuation techniques, generally based on forecast of the present value of expected future net cash flows, to determine the intangible assets appropriate fair value. The Company recognized an intangible asset for the cannabis license acquired at a fair value of $21,267. The residual purchase price of $438 was recognized as goodwill.

Caring Nature, LLC

On November 10, 2021, the Company entered into an agreement to acquire all the issued and outstanding equity interests in Caring Nature LLC, which operates a dispensary in Connecticut. The transaction closed on December 20, 2021. The total consideration included cash of $12,331, subject to a purchase price adjustment and, $12,000 payable in Subordinate Voting Shares payable over 12 months. Additionally, the purchase agreement included $2,000 of contingent consideration to be paid in Subordinate Voting Shares. During the second quarter of 2022, the Company recognized a purchase price adjustment of $56, which was paid in May 2022. The adjustment was reflected in goodwill of the Consolidated Statement of Operations. In June of 2022, the Company issued 808,258 Subordinate Voting Shares, reducing the acquisition price payable by $6,000. The Subordinate Voting Shares were recorded at $5,540 based on the fair value of the Subordinate Voting Shares as traded on the CSE on the date of issuance. The Company recognized a $460 gain on the share issuance, which is included in the other income (loss) line of the unaudited interim condensed consolidated statement of operations for the period ended June 30, 2022. As

of June 30, 2022, the present value of unpaid deferred consideration of $7,985 is included in the acquisition price payable balance on the Company’s consolidated balance sheets.

The Company engaged an independent valuation expert that uses appropriate valuation techniques, generally based on forecast of the present value of expected future net cash flows, to determine the intangible assets appropriate fair value. The Company recognized an intangible asset for the cannabis license acquired at a fair value of $24,994. The residual purchase price of $761 was recognized as goodwill. The Company also recognized $7,123 to goodwill related to the deferred tax liability.

Connecticut Pharmaceutical Solutions, Inc.

On November 10, 2021, the Company entered into an agreement to acquire all the issued and outstanding equity interests in Connecticut Pharmaceutical Solutions, Inc., which holds a medical marijuana producer license in Connecticut. The transaction closed on December 28, 2021. Total consideration includes cash of $6,402 and 8,145,142 Subordinate Voting Shares valued at approximately $98,538 based upon the fair value of the Subordinate Voting Shares as traded on the CSE on the date of the transaction.

Additionally, at close there were 73,130 deferred Subordinate Voting Shares held back, subject to purchase price adjustments, and 1,128,441 deferred Subordinate Voting Shares held back that are to be issued in December 2022, collectively valued at approximately $14,483 based on the fair value of the Subordinate Voting Shares as traded on the CSE on the date of the transaction. As of June 30, 2022 it is anticipated that the Company will issue 989,747 Subordinate Voting Shares in December 2022, subject to other indemnity claim adjustments. The merger agreement also includes consideration of $19,622 to be paid in 1,625,546 deferred Subordinate Voting Shares payable upon the first sale of adult-use cannabis in the state of Connecticut. Both payments met equity classification at closing in accordance with ASC 815.

Contingent consideration related to 2021 financial performance metrics was settled in June 2022 through the issuance of 2,115,438 Subordinate Voting Shares valued at approximately $17,683 based upon the fair value of the Subordinate Voting Shares as traded on the CSE on the date of the transaction. The Company recognized a $7,023 gain on the share issuance, which is included in the other income (loss) line of the unaudited interim condensed consolidated statement of operations for the period ended June 30, 2022. As of June 30, 2022, the total consideration had been paid in full.

The Company engaged an independent valuation expert that uses appropriate valuation techniques, generally based on forecast of the present value of expected future net cash flows, to determine the intangible assets appropriate fair value. The Company recognized an intangible asset for the cannabis license and trade name acquired at a fair value of $116,063 and $8,829, respectively. The residual purchase price of $3,510 was recognized to goodwill. The Company also recognized $40,062 as goodwill related to the deferred tax liability.

The following tables summarize the revenue and net income (loss) since the acquisition date included in the Consolidated Statement of Operations for the period ending June 30, 2021, for the AME Merger and the other acquisitions that closed during the first six months of 2021:


	Six Months Ended June 30, 2021
	Verano Holdings		AME Merger		Other Acquisitions		Total

Revenues, net	$	186,106	$	89,400	$	44,455	$	319,961
Net loss	(25,733)		(9,570)		(2,271)		(37,574)


	Three Months Ended June 30, 2021
	Verano Holdings		AME Merger		Other Acquisitions		Total

Revenues, net	$	99,294	$	57,277	$	42,495	$	199,066
Net loss	(23,619)		(4,180)		(1,889)		(29,688)

The following table summarizes the unaudited pro forma information of the combined results of operations of the AME Merger and other acquisition transactions that closed during the first six months of 2021 and 2022 as if they occurred as of January 1, 2021. These unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of the results of operations that would have been achieved had the transaction been consummated as of that time nor does it purport to be indicative of future financial operation results.


	Six Months Ended June 30, 2021
	Verano Holdings		AME Merger		Other Acquisitions		Total

Pro forma revenues, net	$	186,106	$	111,802	$	133,091	$	430,999
Pro forma net income (loss)	(25,733)		1,362		19,785		(4,586)
Pro forma adjustments
(a) intangible amortization	—		14,899		6,712		21,611
(b) intangible amortization	—		45,797		6,392		52,189
Total pro forma adjustments	—		60,696		13,104		73,800
Total pro forma net income (loss)	$	(25,733)	$	62,058	$	32,889	$	69,214


	Three Months Ended June 30, 2021
	Verano Holdings		AME Merger		Other Acquisitions		Total

Pro forma revenues, net	$	99,294	$	57,277	$	60,001	$	216,572
Pro forma net income (loss)	(23,619)		(4,180)		2,477		(25,322)
Pro forma adjustments
(a) intangible amortization	—		8,939		6,224		15,163
(b) intangible amortization	—		27,952		6,392		34,344
Total pro forma adjustments	—		36,891		12,616		49,507
Total pro forma net income (loss)	$	(23,619)	$	32,711	$	15,093	$	24,185

(c)Asset Acquisitions

2022 Asset Acquisitions

Real Estate

During the six months ended June 30, 2022, Verano entered into two real estate acquisitions in Pennsylvania and Illinois for $4,264 and $4,055, respectively. The acquisitions are accounted for as asset acquisitions in accordance with ASC 805, Business Combinations. The consideration was paid in full at closing.

2021 Asset Acquisitions

NSE Holdings, LLC

On February 24, 2021, a subsidiary of the Company entered into an agreement pursuant to which it acquired all the equity interests of NSE Holdings, LLC (“NSE”), which holds one dispensary permit in Pennsylvania that gives NSE the ability to open three dispensaries. The transaction closed on March 9, 2021. The Company paid cash consideration of $7,350 upon closing and issued 666,587 Subordinate Voting Shares and 6,665 Proportionate Voting Shares valued at approximately $25,160 based upon the fair value of the Subordinate Voting Shares, on an as converted to Subordinate Voting Shares basis, as traded on the CSE on the date of the transaction. Consideration also includes contingent consideration of $22,514, which fluctuates based upon financial performance metrics of NSE Holdings. The Company recognized gains of $8,337 and $10,906 on the decrease in contingent consideration, which was included in the other income (loss) line of the consolidated operations for the periods ended December 31, 2021 and June 30, 2022 respectively.

The Company analyzed the transaction and accounted for the transaction as an asset acquisition in accordance with ASC 805, Business Combinations. The Company capitalized licenses in the amount of $55,016. As of June 30, 2022, the present value of unpaid deferred consideration is 3,441 and is included in the acquisition price payable balance on the Company’s consolidated balance sheets. The unpaid consideration relates to earnouts that are expected to be settled in share issuances of Subordinate Voting Shares.

Ohio Grown Therapies, LLC

On June 30, 2021, the Company exercised and closed on its option to acquire an Ohio dispensary license from Ohio Grown Therapies, LLC, which was granted pursuant to an option purchase agreement entered into on January 14, 2019. The exercise and closing had no impact on operations as the Company already exerted control over the dispensary through a consulting agreement entered into in 2019. The Company capitalized the license in the amount of $760 to the intangible license value included on the Company’s consolidated balance sheets. As of June 30, 2022, the total consideration had been paid in full.

Real Estate

During the fourth quarter of the year ended December 31, 2021, the Company entered into real estate acquisitions in Maryland, Pennsylvania, Nevada and New Jersey for a total of $22,588. The Company funded two of the acquisitions through two promissory notes for $10,225 in the aggregate. The acquisitions were accounted for as asset acquisitions in accordance with ASC 805, Business Combinations. The consideration was paid in full at closing.

(d)Dispositions

Canna Cuzzos, LLC

Canna Cuzzos, LLC (“Canna Cuzzos”) is a medical marijuana licensee for a retail dispensary in Waldorf, Maryland. In 2017, a subsidiary of the Company entered into a management services agreement with Canna Cuzzos and has

been providing operating and other services for Canna Cuzzos’ dispensary. In 2018, Verano LLC acquired options to purchase all the ownership interests of a Maryland limited liability company (the “LLC”), which held a 40% ownership interest in the sole owner of Canna Cuzzos, resulting in such options being exercisable for an indirect 40% ownership interest in Canna Cuzzos. On January 31, 2022, all of the ownership interests of the sole owner of Canna Cuzzos were sold to a non-related third party for a cash purchase price of $5,000, subject to adjustment based on working capital levels and outstanding liabilities. Upon consummation of the sale, the management services agreement with Canna Cuzzos was terminated. Prior to the sale being consummated, Verano LLC consented to the sale, amended the options to receive an assignment of the LLC’s sale proceeds thereunder and agreed to provide the LLC administrative services in connection with the transaction. Prior to the sale of its parent company, Canna Cuzzos was consolidated with the Company through the Variable Interest Model (“VIE”) in accordance with ASC 810, Consolidations. The assignment of the LLC’s sale proceeds resulted in a gain to the Company of $1,701 for the six months ended June 30, 2022 and is classified as a component of Other Income (Expense) in the Consolidated Statement of Operations.

ILDISP, LLC

On March 30, 2016, Verano entered into a joint venture agreement with GTI-Clinic Illinois Holdings, LLC (“GTI”) to acquire 50% of ILDISP, LLC (“ILDISP”). NH Medicinal Dispensaries, LLC, a wholly owned subsidiary of ILDISP, is the holder of two marijuana licenses which allows it to operate two retail dispensaries in Illinois: The Clinic Effingham dispensary (“TCE”) and the Charleston dispensary. The Company had an agreement in place with its joint venture partner to allocate the operational management of Charleston to Verano and TCE to the joint venture partner. As such, the Company had a controlling interest in Charleston and consolidated the entity through the Variable Interest Model (“VIE”) in accordance with ASC 810, Consolidations. TCE was treated as an equity method investment in accordance with ASC 323, Investments.

(d)Dispositions (Continued)

ILDISP, LLC (Continued)

On March 1, 2022, the Company sold its 50% ownership interest in ILDISP to the joint venture partner for $22,393 subject to certain adjustments. The sale resulted in gains of $7,857 attributable to Charleston and $14,099 attributable to TCE for the three months ended March 31, 2022 which are classified as components of other income (expense) in the consolidated statement of operations. During the second quarter of 2022, the Company recognized working capital adjustments of $(73) and $(171) for Charleston and TCE respectively. The adjustments were reflected in other income (expense) in the consolidated statement of operations, resulting in year-to-date gains of $7,784 attributable to Charleston and $13,928 attributable to TCE for the six months ended June 30, 2022.

DEBT

6 Months Ended

Jun. 30, 2022

Debt Disclosure [Abstract]

DEBT

As of June 30, 2022, and December 31, 2021 notes payable consisted of the following:



	June 30, 2022		December 31, 2021

Credit Facility	$	350,000	$	250,000
Secured Promissory Notes	1,668		6,663
Mortgage Loans	56,122		38,856
Vehicle and Equipment Loans	2,209		1,951
Unamortized Debt Issuance Costs	(7,370)		(7,545)

Total Notes Payable	$	402,629	$	289,925

Less: Current Portion of Notes Payable	258,880		13,771

Total Long-Term Debt, net	$	143,749	$	276,154

Credit Facility

On July 2, 2020, the Company and certain subsidiaries and affiliates (collectively, the “Credit Parties”) entered into a Credit Agreement with Chicago Atlantic GIC Advisers, LLC (“Chicago Atlantic”) as administrative and collateral agent for an initial term loan commitment of $20,000 funded by various investors and an incremental loan not to exceed $10,000. Such loan bears interest at 15.25% per annum and had an original maturity date of June 30, 2022. The Company incurred $1,068 of debt issuance costs, which were paid net of loan proceeds and are amortized over the life of the debt instrument.

On May 10, 2021, the Credit Agreement was amended and restated (the “Amended and Restated Credit Agreement”), and the Company borrowed an additional $100,000 of term loans at an annual interest rate of 9.75%, which increased the Company’s total term loans outstanding under the Amended and Restated Credit Agreement to $130,000. The $100,000 senior secured term loans mature on May 30, 2023, and in accordance with ASC 470, Debt, is accounted for as a new credit facility. In addition, the Amended and Restated Credit Agreement extended the maturity date of the original $30,000 existing term loan from June 30, 2022 to May 30, 2023, which qualified as a debt modification pursuant to ASC 470, Debt. The original credit facility under the Credit Agreement had $644 of unamortized debt issuance costs at the time the Amended and Restated Credit Agreement was entered into and is now amortized through May 30, 2023. The Company incurred $5,132 in issuance costs and debt discounts on the Amended and Restated Credit Agreement, which were paid net of proceeds in May 2021 and are amortized over the life of the debt instrument.

On October 20, 2021, the Credit Parties entered into a third amendment to further amend the Amended and Restated Credit Agreement, pursuant to which an additional $120,000 was funded to the Company resulting in $250,000 of total term loan commitments funded and outstanding under the Amended and Restated Credit Agreement, as amended. The $120,000 term loan bears interest of 8.50% per annum and matures on April 28, 2023. In addition, the amendment included an option for the Company to request an incremental $100,000 loan in the future with 8.50% interest per annum, subject to certain restrictions and limitations. The liquidity financial covenant was modified to require that the Company maintain no less than an average of $20,000 in liquidity during any fiscal quarter and no less than $25,000 as of the last day of each fiscal quarter. In accordance with ASC 470, Debt, the $120,000 loan is

accounted for as a new credit facility. The Company incurred debt issuance costs of $3,679, which were paid net of proceeds in October 2021 and are amortized over the life of the debt instrument.

On March 1, 2022, the Credit Parties entered into a fourth amendment to the Amended and Restated Credit Agreement. The fourth amendment provided an additional $100,000 of term loans with a maturity date of August 28, 2023 and an annual interest rate of 8.50%, resulting in an aggregate of $350,000 in term loans outstanding under the credit facility. As of June 30, 2022, the Amended and Restated Credit Agreement, as amended, contains financial covenants requiring the Company to maintain on a consolidated basis (i) a minimum liquidity balance to average no less than $20,000 during each fiscal quarter and at least $25,000 as of the last day of such quarter; (ii) a minimum consolidated EBITDA for each fiscal quarter of no less than $20,000; and (iii) a fixed charge coverage ratio of no less than 1.5:1.0 measured at the end of each fiscal quarter. As of June 30, 2022, the Company is in compliance with such financial covenants.

Mortgage

On June 29, 2022, the Company entered into an agreement with BCB Community Bank to borrow a principal amount of $18,000 associated with a mortgage on a building in Branchburg, NJ. The mortgage bears an interest rate of 4% and matures in July 2047.

Other

As of December 31, 2021 the Company issued promissory notes to accredited investors in the original principal amount of $3,670 with simple annual interest of 10% per annum. The notes matured in June 2022 and are an accumulation of seven notes to finance construction of cultivation facilities in Florida and Arizona. There is one related party that accounts for $150 of the outstanding principal amount as of December 31, 2021. As of June 30, 2022, these promissory notes were repaid in full.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-URI https://asc.fasb.org/topic&trid=2208564

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1I
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1I
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 20
-Section 50
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-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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-Paragraph 1C
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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-Section 50
-Paragraph 1E
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (i)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

+ Details

SHARE CAPITAL

6 Months Ended

Jun. 30, 2022

Equity [Abstract]

SHARE CAPITAL


10. SHARE CAPITAL

Subordinate Voting Shares and Proportionate Voting Shares are classified as equity. Incremental costs directly attributable to the issuance of 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 vesting periods are recorded as share capital. Income tax relating to transaction costs of an equity transaction is accounted for in accordance with ASC 740, Income Taxes.

(a)Issued and Outstanding

As of June 30, 2022, the Company had 313,746,238 Subordinate Voting Shares and 170,724 Proportionate Voting Shares issued and outstanding. Converting the Proportionate Voting Shares to Subordinate Voting Shares on the basis of 100 Subordinate Voting Shares for one Proportionate Voting Shares, results in a total of 330,818,664 Subordinate Voting Shares issued and outstanding as of such date. The Company has the following two 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 issued by the Company and one vote per share at shareholder meetings of the Company. All Subordinate Voting Shares are ranked equally regarding the Company’s residual assets. The Company is authorized to issue an unlimited number of Subordinate Voting Shares.

(ii)Proportionate Voting Shares

Each Proportionate Voting Share is convertible into 100 Subordinate Voting Shares. The holders of the Proportionate Voting Share are entitled to receive dividends issued by the Company on an as converted to Subordinate Voting Share basis and one hundred votes per share at shareholder meetings of the Company. The Proportionate Voting Shares are ranked equally on an as converted to Subordinate Voting Share basis regarding the Company's residual assets. The Company is authorized to issue an unlimited number of Proportionate Voting Shares.

During the six months ended June 30, 2022, the shareholders of the Company converted Proportionate Voting Shares to Subordinate Voting Shares for an impact of conversion of 140,311 Proportionate Voting Shares into 14,031,070 Subordinate Voting Shares.

(b)Stock-Based Compensation

Verano Holdings Corp. operates equity-settled stock-based remuneration plans for its eligible directors, officers, employees, consultants, and advisors. 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. 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 February 2021, the Company established the Verano Holdings Corp. Stock and Incentive Plan (the “Plan”). The maximum number of restricted stock units ("RSUs") and options that may be issued under the Plan shall not exceed 10% of the Company’s then issued and outstanding Subordinate Voting Shares on an as converted to Subordinate Voting Shares basis.

The Company recognizes compensation expense on a straight-line basis over the requisite service period of the award. Estimates are subsequently revised if there is any indication that the number of shares 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 grants generally vest over six months to three years, and options typically have a life of ten years.

Options

Option activity is summarized as follows:


	Number of Shares	Weighted Avg. Exercise Price C$	Weighted Average Remaining Contractual Life
Balance as of December 31, 2021	56,078	30.60	9.16
Vested	18,798	30.60
Exercisable at June 30, 2022	24,167	30.60	8.67

As of June 30, 2022 and December 31, 2021, there were no in-the-money options.

The Company used the Black-Scholes option pricing model to estimate the fair value of the options granted. No options were granted, expired, or forfeited during the six months ended June 30, 2022.

Restricted Stock Units (“RSUs”)

The following table summarizes the number of unvested RSU awards as of June 30, 2022 and December 31, 2021 and the changes during the six months ended June 30, 2022:


	Number of Shares	Weighted Avg. Grant Date Fair Value C$
Unvested Shares at December 31, 2021	2,413,887	30.49
Granted	2,748,440	10.57
Forfeited	975	23.97
Vested	1,189,055	30.65
Unvested Shares at June 30, 2022	3,972,297	16.66

The following table summarizes the weighted average grant date fair value of RSUs granted and total fair value of RSUs vested for the six months ended June 30, 2022 and 2021:


	Six Months Ended June 30,
	2022	2021
Weighted average grant date fair value (per share) of RSUs granted (C$)	16.66	30.60
Intrinsic value of RSUs vested, using market price at vest date (C$) (in thousands)	15.41	—

The stock-based compensation expense for the three and six months ended June 30, 2022 and 2021 was as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Stock Options Expense	$	62	$	115	$	125	$	168
Restricted Stock Units	13,430		12,465		24,280		18,165
Total Stock Based Compensation Expense	$	13,492	$	12,580	$	24,405	$	18,333

INCOME TAXES

6 Months Ended

Jun. 30, 2022

Income Tax Disclosure [Abstract]

INCOME TAXES


11.INCOME TAXES

The following table summarizes the Company’s income tax expense and effective tax rates for the three and six months ended June 30, 2022 and 2021:


	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
Income before Income Taxes	$	1,256		$	(6,152)		$	26,847		$	3,642
Income Tax Expense	(11,103)			(23,438)			(36,617)			(39,852)
Effective Tax Rate	662.9		%	381.0		%	112.3		%	1093.8		%

The effective tax rates for the three and six months ended June 30, 2022 and 2021 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.

During the three months ended June 30, 2022 and 2021 the Company paid $37,323 and $16,325, respectively.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

LEASES

6 Months Ended

Jun. 30, 2022

Leases [Abstract]

LEASES


12.LEASES

The Company has operating leases for its retail dispensaries and processing and cultivation facilities located throughout the U.S, as well as for corporate office space located in Illinois. 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.

Leases with an initial term of 12 months or less are not recorded on the balance sheet. Certain leases require payments for taxes, insurance, and maintenance, and are considered non-lease components. The Company accounts for non-lease components separately.

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.

The Company leases certain business facilities from third parties under non-cancellable operating lease agreements that contain minimum rental provision that expire through 2037. Certain leases also contain renewal provision and provide for rent abatement and escalating payments.

During the three months ended June 30, 2022 and 2021, the Company recorded approximately $3,734 and $2,536 in operating lease expense, of which $173 and $216 was included in cost of goods sold for the same periods, respectively. During the six months ended June 30, 2022 and 2021, the Company recorded approximately $7,120 and $3,908 in operating lease expense, of which $320 and $432 was included in cost of goods sold for the same periods, respectively.

Other information related to operating leases as of June 30, 2022 and December 31, 2021 were as follows:


	June 30, 2022		December 31, 2021

Weighted average remaining lease term (years)	8.26		8.52
Weighted average discount rate	8.03	%	8.11	%

Maturities of lease liabilities for operating leases as of June 30, 2022 were as follows:


Year Ending December 31,
Remainder 2022	$	6,851	$	11,457
2023	13,244		11,024
2024	12,519		10,348
2025	11,590		9,717
2026	10,722		8,818
2027 and Thereafter	47,894		38,177
Total Lease Payments	102,820		89,541
Less: Interest	(28,737)		(26,166)
Present Value of Lease Liability	$	74,083	$	63,375

CONTINGENCIES

6 Months Ended

Jun. 30, 2022

Commitments and Contingencies Disclosure [Abstract]

CONTINGENCIES


13.CONTINGENCIES

(a)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. At June 30, 2022 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 the Company is a party and any of the Company’s directors, officers or affiliates is an adverse party or has a material interest adverse to the Company’s interest.

(b)Illegality of Cannabis at the U.S. Federal Level

Verano operates within states where cannabis use, medical or adult-use or both, has been approved by state and local regulatory bodies. Notwithstanding the permissive regulatory environment of medical, and in some cases also adult-use marijuana at the state level, under U.S. federal law cannabis (other than hemp) is a Schedule I controlled substance under the Controlled Substances Act (21 U.S.C. § 811) (the “Controlled Substances Act”) which means it is viewed by the U.S. federal government as a drug that has a high potential for abuse and no therapeutic value. Therefore, even in states or territories that have legalized cannabis to some extent, the cultivation, processing, distribution, possession and sale of cannabis violates the Controlled Substances Act. Moreover, individuals and entities may violate U.S. federal law if they aid and abet another in violating the Controlled Substances Act or conspire with another to violate the law. Violating the Controlled Substances Act is also a predicate for other crimes, including money laundering laws and the Racketeer Influenced and Corrupt Organizations Act. Violations of any U.S. federal laws and regulations could result in significant fines, penalties, administrative sanctions, convictions or settlements arising from civil proceedings conducted by either the federal government or private citizens, or criminal charges, including, but not limited to, disgorgement of profits, cessation of business activities, civil forfeiture or divestiture.

Strict compliance with state and local laws with respect to cannabis may neither absolve the Company of liability under U.S. federal law, nor may it provide a defense to any federal proceeding which may be brought against the Company or any of its subsidiaries. This could have a material adverse effect on the Company, including its reputation and ability to conduct business, its cannabis licenses in the U.S., the listing and trading of its securities on stock exchanges and platforms, its financial position, operating results, profitability, liquidity and the market price of its publicly traded shares. In addition, it is difficult for the Company to estimate the time or resources that would be needed for the investigation of any such matters or its final resolution because, in part, the time and resources that may be needed are dependent on the nature and extent of any information requested by the applicable authorities involved, and such time and resources could be substantial.

There can be no assurance that the comprehensive U.S. federal legislation that would de-schedule and de-criminalize cannabis will be passed in the near future or at all. If such legislation is passed, there is no guarantee that it will include provisions that preserve the current state-based cannabis programs under which the Company operates or that such legislation will otherwise be favorable to the Company and its business.

SEGMENTS

6 Months Ended

Jun. 30, 2022

Segment Reporting [Abstract]

SEGMENTS


14.SEGMENTS

The Company conducts and manages its business through two reportable segments, representing the major lines of its cannabis business: Cultivation (Wholesale) and Retail. The Cultivation (Wholesale) segment consists of the cultivation, production and sale of cannabis products to retail stores. The Retail segment consists of the retailing of cannabis to patients and consumers. Summarized financial information for these segments is as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Revenue, net of discounts
Cultivation (Wholesale)	$	67,673	$	59,312	$	120,681	$	108,473
Retail	185,308		156,873		349,642		236,068
Intersegment Eliminations	(29,319)		(17,119)		(44,426)		(24,580)
Total Revenue, net of discounts	223,662		199,066		425,897		319,961

Depreciation and Amortization
Cultivation (Wholesale)	19,089		13,963		38,814		22,282
Retail	16,388		10,311		31,097		13,775
Total Depreciation and Amortization	35,477		24,274		69,911		36,057

Income taxes
Cultivation (Wholesale)	1,265		8,080		12,502		11,776
Retail	9,838		15,358		24,115		28,076
Total Income Taxes	11,103		23,438		36,617		39,852

Goodwill assigned to the Cultivation (Wholesale) segment as of June 30, 2022 and December 31, 2021 was $92,166 and $91,116, respectively. Goodwill assigned to the Retail segment as of June 30, 2022 and December 31, 2021 was $284,471 and $277,014, respectively.

The Company’s assets are aggregated into two reportable segments (Retail and Cultivation). For the purposes of testing goodwill, the Company has identified 12 reporting units. The Company determined its reporting units by first reviewing the operating segments based on the geographic areas in which the Company conducts business (or each market). The markets were then further divided into reporting units based on the market operations (retail and cultivation) which were primarily determined based on the licenses each market holds. All revenues are derived from customers domiciled in the United States and all assets are located in the United States.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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+ Details

LOYALTY OBLIGATIONS

6 Months Ended

Jun. 30, 2022

Revenue from Contract with Customer [Abstract]

LOYALTY OBLIGATIONS


15.LOYALTY OBLIGATIONS

The Company has customer loyalty programs where retail customers accumulate points for each dollar of spending, net of tax. These points are recorded as a contract liability until customers redeem their points for discounts on cannabis and vape products as part of an in-store sales transaction. In addition, the Company records a performance obligation as a reduction of revenue based on the estimated probability of point obligation incurred.

As of December 31, 2021, the loyalty program had a calculated standalone selling price that ranged between $0.05 and $0.08 per loyalty point. Upon redemption, the loyalty program obligation is relieved, and the offset is recorded as revenue. The Company estimates that 25% of points will not be redeemed (breakage) and expects the remaining outstanding loyalty points will be redeemed within one year. As of December 31, 2021, there were 111,475,4591 points outstanding, with an approximate value of $2,620 which is included in accrued liabilities.

The Company modified the loyalty program in 2022. The new loyalty program has a calculated standalone selling price that ranges between $0.02 and $0.06 per loyalty point. Upon redemption, the loyalty program obligation is relieved and the offset is recorded as revenue. The Company estimates that 25% of points will not be redeemed as points expire after 6 months. As of June 30, 2022, there were 16,214,7861 points outstanding with an approximate value of $2,044 which is included in accrued liabilities.

CONSOLIDATION

6 Months Ended

Jun. 30, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

CONSOLIDATION


16.CONSOLIDATION

In accordance with ASC 810, the Company consolidates through the variable interest model and the voting interest model. The following table presents the summarized financial information about the Company’s consolidated VIEs and VOEs, which are included in the consolidated balance sheets as of June 30, 2022 and December 31, 2021.


	Consolidated VIE		Consolidated VOE		Consolidated VIE		Consolidated VOE
	June 30, 2022				December 31, 2021
					(As Restated)
Current Assets	$	43,362	$	—	$	43,045	$	20,464
Due To/(From)	(68,307)		—		(25,723)		14,228
Non-Current Assets	96,342		—		207,908		226,108
Current Liabilities	14,359		—		32,934		22,659
Non-Current Liabilities	11,134		—		45,873		45,603
Non-Controlling Interest	—		—		1,276		—
Equity attributable to Verano Holdings, Corp.	45,904		—		145,147		192,538

Consolidated Variable Interest Entities

Consolidated VIEs occur when the Company closes an acquisition while the state is in-process of transferring the cannabis license.

Consolidation occurs on the effective date of the purchase agreement and MSA. The MSA grants the management company, Verano, the ability to make business operating decisions, manage and staff employees, determine product mix, and the authority to direct allocation of cash. The MSA also allows Verano to limit distributions of the entity at Verano’s discretion.

Certain VIE’s may require financing to build-out a dispensary. These financing requirements are typically met within three months of purchase and were less than $3 million in all periods presented. Certain state may limit the distribution or transfer of cash until license transfer.


1 Such amounts not in Thousands

Verano applies ASC 810-10-15 to determine control of the legal entity. The purchase agreement limits the sellers involvement in future operations, and their risks of loss. In addition, Verano enters into an MSA with the legal entity that grants the Company strategic decision-making ability of the business operations.

The Company is involved in all qualitative and quantitative aspects of the entity, such as but not limited to, software choices, procurement, staffing and payroll, advertising, and use of cash flow. The Company absorbs all risk of loss and receives expected future returns based on the purchase agreement and MSA, resulting in Verano being the primary beneficiary.

Non-controlling interests (“NCI”) represent equity interests owned by outside parties. NCI may be initially measured at the NCI’s proportionate share of the recognized amounts of the acquiree’s identifiable net assets. The share of net assets attributable to NCI are presented as a component of equity. Their share of net income or loss and comprehensive income or loss is recognized directly in equity. Total comprehensive income or loss of subsidiaries is attributed to the shareholders of the Company and to the NCI, even if this results in the NCI having a deficit balance.

Variable Interest Entries Consolidated under Voting Interest Entities Model

Consolidated VOEs occur when the Company acquires a cannabis license held by a non-profit entity. Pursuant to the Arizona Medical Marijuana Act passed in 2012, cannabis companies in Arizona were initially required to operate under a non-profit structure.

Upon purchase, the Company establishes a MSA with the non-profit to grant Verano the ability to make business operating decisions, manage and staff employees, determine product mix, and the authority to direct allocation of cash. In addition, the purchase agreement grants the Company the right to appoint the officers and boards of directors of the non-profits and the Company has appointed certain of the Company’s named officers to the boards of the non-profits.

In accordance with ASC 810-10-15, the Company determines consolidation is appropriate when the Company has majority of control of the legal entity and the ability to make business operating decisions. The Company does not have required financing associated with VOEs and abides by state regulations regarding cash restrictions. For the year ended December 31, 2021, the Company’s VOEs are limited to the state of Arizona. As of June 30, 2022, the Company no longer has VOEs.

FAIR VALUE MEASURMENTS

6 Months Ended

Jun. 30, 2022

Fair Value Disclosures [Abstract]

FAIR VALUE MEASURMENTS


17.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.

Financial Instruments

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

For the Company’s long-term notes payable (which consist of credit facility and mortgage loans), for which there were no quoted market prices of active trading markets, it was not practicable to estimate the fair value of these financial instruments. The carrying amount of notes payable at June 30, 2022 and December 31, 2021 was $402,629 and $289,925, which included $258,880 and $13,771, 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 value of the Company’s financial instruments associated with each of the three levels of the hierarchy are:


	As of June 30, 2022
	Level 1		Level 2		Level 3		Total
Cash and Cash Equivalents	$	92,833	$	—	$	—	$	92,833
Investments	3,842		—		—		3,842
Acquisition Consideration Payable	—		—		(66,901)		(66,901)
Total	$	96,675	$	—	$	(66,901)	$	29,774


	As of December 31, 2021
	Level 1		Level 2		Level 3		Total
Cash and Cash Equivalents	$	99,118	$	—	$	—	$	99,118
Acquisition Consideration Payable	—		—		(208,349)		(208,349)
Total	$	99,118	$	—	$	(208,349)	$	(109,231)

During the six months ended June 30, 2022, the Company remeasured its consideration arrangements associated with its 2021 acquisitions of Agri-Kind, LLC, and Agronomed Biologics, using Monte Carlo simulation models. The remeasurement resulted in a net loss of ($2,329) which was driven by a change in management’s estimates and projections of the acquired entities' ability to achieve performance targets along with the change in fair value of the shares to be issued.

The amount was recorded, net, within other income/(expense) on the unaudited interim condensed consolidated statement of operations. Significant assumptions used in the Company’s June 30, 2022, remeasurement include the price of the Subordinate Voting Shares as traded on the CSE as of June 30, 2022.

Additionally, during the six months ended June 30, 2022, the Company sold its 50% ownership interest in ILDISP, LLC and as part of the disposition, the Company received shares of a publicly traded entity. As of June 30, 2022, the fair value of the investment was $3,842, which is included in other assets in the accompanying condensed consolidated balance sheets and is as a Level 1 financial instrument.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

SUBSEQUENT EVENTS

6 Months Ended

Jun. 30, 2022

Subsequent Events [Abstract]

SUBSEQUENT EVENTS


18.SUBSEQUENT EVENTS

Acquisition - Pharmacann Virginia LLC

On July 7, 2022, the Company entered into an agreement to acquire all of the issued and outstanding equity interests in PharmaCann Virginia LLC, a Virginia limited liability company, and certain real property. The total consideration is $5,000,000, which is payable in cash. Closing of the acquisition is subject to certain conditions, contingencies, and approvals, including regulatory approval.

Mortgage Loan

On July 11, 2022, the Company repaid in full all outstanding indebtedness related to the loan with 100 Mile Fund, LLC. The Company assumed the loan on July 11, 2021 with a principal amount of $13,000 as part of the acquisition of Agronomed Holdings, Inc.

OVERVIEW AND BASIS OF PRESENTATION (Policies)	6 Months Ended
OVERVIEW AND BASIS OF PRESENTATION (Policies)	Jun. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation	The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and in accordance with the rules and regulations of the U.S. Securities & Exchange Commission (“SEC”). Accordingly, certain information and disclosures required by GAAP for annual financial statements have been omitted. In the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation have been included. Unless otherwise indicated, all references to “$” or “US$” in this document refer to United States dollars, and all references to “C$” refer to Canadian dollars. These unaudited interim condensed consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements and notes thereto for the year ended December 31, 2021 (the "2021 Annual Audited Financials"), included in the Company’s registration statement on Form 10 initially filed with the SEC on April 26, 2022, and amended on June 17, 2022 (as may be further amended, the "2021 Form 10").
Basis of Consolidation	The accompanying condensed consolidated financial statements include the accounts of Verano Holdings, Corp. and its subsidiaries as well as the accounts of any entities over which the Company has a controlling financial interest in accordance with Accounting Standards Codification ("ASC") 810 Consolidation. The preparation of the Company’s condensed consolidated financial statements requires management to make estimates and assumptions that impact the reported amounts of assets, liabilities, revenue and expenses and the disclosure of assets and liabilities in the Company’s condensed consolidated financial statements and the accompanying notes.The condensed consolidated financial statements have been prepared in accordance with GAAP and include the accounts of the Company and its subsidiaries, as well as the accounts of any entities over which the Company has a controlling financial interest in accordance with ASC 810 Consolidation. All transactions and balances between these entities have been eliminated upon consolidation.
Earnings (Loss) per Share	Basic earnings (loss) per share is calculated using the treasury stock method, by dividing the net earnings (losses) attributable to shareholders by the weighted average number of shares (including the Company's Class B Proportionate Voting Shares (the "Proportionate Voting Shares") on an as converted to Subordinate Voting Shares basis of 100 Subordinate Voting Shares to one Proportionate Voting Share) outstanding during each of the years presented. Contingently issuable shares (including shares held in escrow) are not considered outstanding shares and consequently are not included in the earnings (loss) per share calculations. Diluted income per share is calculated by adjusting the weighted average number of shares outstanding to assume conversion of all dilutive potential shares.To determine diluted income per share, it is assumed that any proceeds from the exercise of dilutive share options would be used to repurchase shares at the average market price during the period. The diluted income per share calculation excludes any potential conversion of share options and convertible debt that would increase earnings per share or decrease loss per share.
Recently Issued Accounting Standards	The Company reviews recently issued accounting standards on a quarterly basis and has determined there are no standards yet to be adopted which are relevant to the Company’s business for disclosure.

INVENTORY (Tables)

6 Months Ended

Jun. 30, 2022

Inventory Disclosure [Abstract]

Schedule of Inventory, Current

The Company’s inventory consists of the following at June 30, 2022 and December 31, 2021:


	June 30, 2022		December 31, 2021
			(As Restated)
Raw Materials	$	8,369	$	5,767
Work in Process	109,219		96,367
Finished Goods	36,462		38,569

Total Inventories	$	154,050	$	140,703

PROPERTY, PLANT AND EQUIPMENT (Tables)

6 Months Ended

Jun. 30, 2022

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

Property, plant and equipment and related accumulated depreciation consists of the following as of June 30, 2022 and December 31, 2021:


	June 30, 2022		December 31, 2021

Land	$	29,878	$	29,399
Buildings and Improvements	170,842		126,020
Furniture and Fixtures	15,900		13,259
Computer Equipment and Software	19,074		14,078
Leasehold Improvements	188,038		182,514
Tools and Equipment	79,768		65,774
Vehicles	4,716		3,229
Assets Under Construction (1)	73,311		64,107

Total Property, Plant and Equipment	581,527		498,380
Less: Accumulated Depreciation	(65,829)		(46,148)

Property, Plant and Equipment, Net	$	515,698	$	452,232

(1)Assets under construction represent construction in progress related to facilities not yet completed or otherwise not placed in service.

INTANGIBLE ASSETS AND GOODWILL (Tables)

6 Months Ended

Jun. 30, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Finite-Lived Intangible Assets

As of June 30, 2022, intangible assets consisted of the following:


	Licenses		Tradenames		Technology		Total
Cost
Balance as of January 1, 2022	$	1,386,131	$	54,166	$	11,603	$	1,451,900
Purchases	—		—		—		—
Additions from business combination	13,281		—		—		13,281
Adjustments to purchase price allocation	—		—		—		—
Disposals	—		—		—		—
Balance as of June 30, 2022	$	1,399,412	$	54,166	$	11,603	$	1,465,181

Accumulated Amortization
Balance as of January 1, 2022	66,703		4,158		1,126		71,987
Amortization	46,499		2,710		614		49,823
Balance as of June 30, 2022	$	113,202	$	6,868	$	1,740	$	121,810

Net Book Value
Balance as of January 1, 2022	1,319,428		50,008		10,477		1,379,913
Balance as of June 30, 2022	$	1,286,210	$	47,298	$	9,863	$	1,343,371

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense

The following table outlines the estimated annual amortization expense related to intangible assets as of June 30, 2022:


Year Ending December 31:	Estimated Amortization
2022 (Remaining)	$	49,975
2023	99,948
2024	99,948
2025	99,948
2026	99,221
Thereafter	894,331
	$	1,343,371

Schedule of Goodwill

The changes in the carrying amount of goodwill, by reportable segment, for the six months ended June 30, 2022 were as follows:


	January 1, 2022		Impairment		Adjustments to purchase price allocation		Acquisitions		June 30, 2022
Cultivation	$	91,116	$	—	$	1,050	$	—	$	92,166
Retail	277,014		—		912		6,545		284,471
Total	$	368,130	$	—	$	1,962	$	6,545	$	376,637

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

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+ Details

EARNINGS (LOSSES) PER SHARE (Tables)

6 Months Ended

Jun. 30, 2022

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

The computations of net earnings (loss) per share on a basic basis, including reconciliations of the numerators and denominators, were as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Numerator
Net Loss attributable to Verano Holdings Corp.	$	(9,847)	$	(29,688)	$	(10,061)	$	(37,574)

Denominator
Basic
Pre-RTO weighted-average shares outstanding							158,203,932
Post-RTO weighted-average shares outstanding			300,715,671				297,365,427
Weighted-average shares outstanding – basic	328,519,193		300,715,671		327,402,503		265,842,657

Diluted
Pre-RTO weighted-average shares outstanding							158,203,932
Post-RTO weighted-average shares outstanding			300,715,671				297,365,427
Weighted-average shares outstanding – diluted	328,519,193		300,715,671		327,402,503		265,842,657

Basic earnings per share	$	(0.03)	$	(0.10)	$	(0.03)	$	(0.14)
Diluted earnings per share	$	(0.03)	$	(0.10)	$	(0.03)	$	(0.14)

TRANSACTIONS (Tables)

6 Months Ended

Jun. 30, 2022

Business Combination and Asset Acquisition [Abstract]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The following table summarizes the provisional accounting estimates of the merger transaction:


	AltMed Florida		AltMed Arizona		Total

Cash	$	5,446	$	507	$	5,953
Accounts receivable, net	60		498		558
Inventory	83,205		5,827		89,032
Prepaids and other current assets	833		1,989		2,822
Property, plant and equipment, net	73,386		9,751		83,137
Right-of-use asset, net	9,651		—		9,651
Other assets	1,001		—		1,001
Accounts payable and accrued liabilities	(8,935)		(2,576)		(11,511)
Notes payable	(3,579)		(3,343)		(6,922)
Deferred taxes	(123,720)		(37,290)		(161,010)
Lease liabilities	(9,651)		—		(9,651)

Total identifiable net assets (liabilities)	27,697		(24,637)		3,060
Intangible assets	498,938		184,588		683,526

Net assets	$	526,635	$	159,951	$	686,586

The following table summarizes the provisional accounting estimates of the acquisitions that occurred during the six months ended June 30, 2022:


	Greengate

Cash and cash equivalents	$	2,315
Inventory	1,021
Prepaid & other current Assets	324
Deposits and Other non-current assets	45
Property, plant and equipment, net	1,673
Right-of-use asset, Net	1,836
Accounts payable and accrued liabilities	(1,569)
Other liabilities	(72)
Lease liabilities	(1,836)

Total identifiable net assets (liabilities)	3,737
Total Intangible assets	19,826

Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination

The Company determined the fair value of intangible assets as outlined below:


	AltMed Florida		AltMed Arizona		Total

License	$	319,928	$	130,670	$	450,598
Tradename	36,278		8,980		45,258
Intellectual Property and Technology	10,603		885		11,488

Total intangible assets	366,809		140,535		507,344

Goodwill (residual purchase price)	8,409		6,763		15,172
Goodwill (deferred taxes) (a)	123,720		37,290		161,010

Total goodwill	$	132,129	$	44,053	$	176,182

(a) Goodwill recognized related to deferred taxes associated with assets acquired that have no tax basis.

Business Acquisition, Pro Forma Information


	Consolidated Results		AltMed Pre-acquisition		Pro-forma Results

Revenues, net of discounts	$	319,961	$	22,402	$	342,363
Net income (loss)	(37,574)		10,933		(26,641)


	Six Months Ended June 30, 2021
	Verano Holdings		AME Merger		Other Acquisitions		Total

Revenues, net	$	186,106	$	89,400	$	44,455	$	319,961
Net loss	(25,733)		(9,570)		(2,271)		(37,574)


	Three Months Ended June 30, 2021
	Verano Holdings		AME Merger		Other Acquisitions		Total

Revenues, net	$	99,294	$	57,277	$	42,495	$	199,066
Net loss	(23,619)		(4,180)		(1,889)		(29,688)

Business Acquisition, Pro Forma Information, Nonrecurring Adjustments


	Six Months Ended June 30, 2021
	Verano Holdings		AME Merger		Other Acquisitions		Total

Pro forma revenues, net	$	186,106	$	111,802	$	133,091	$	430,999
Pro forma net income (loss)	(25,733)		1,362		19,785		(4,586)
Pro forma adjustments
(a) intangible amortization	—		14,899		6,712		21,611
(b) intangible amortization	—		45,797		6,392		52,189
Total pro forma adjustments	—		60,696		13,104		73,800
Total pro forma net income (loss)	$	(25,733)	$	62,058	$	32,889	$	69,214


	Three Months Ended June 30, 2021
	Verano Holdings		AME Merger		Other Acquisitions		Total

Pro forma revenues, net	$	99,294	$	57,277	$	60,001	$	216,572
Pro forma net income (loss)	(23,619)		(4,180)		2,477		(25,322)
Pro forma adjustments
(a) intangible amortization	—		8,939		6,224		15,163
(b) intangible amortization	—		27,952		6,392		34,344
Total pro forma adjustments	—		36,891		12,616		49,507
Total pro forma net income (loss)	$	(23,619)	$	32,711	$	15,093	$	24,185

DEBT (Tables)

6 Months Ended

Jun. 30, 2022

Debt Disclosure [Abstract]

Schedule of Long-Term Debt Instruments

As of June 30, 2022, and December 31, 2021 notes payable consisted of the following:



	June 30, 2022		December 31, 2021

Credit Facility	$	350,000	$	250,000
Secured Promissory Notes	1,668		6,663
Mortgage Loans	56,122		38,856
Vehicle and Equipment Loans	2,209		1,951
Unamortized Debt Issuance Costs	(7,370)		(7,545)

Total Notes Payable	$	402,629	$	289,925

Less: Current Portion of Notes Payable	258,880		13,771

Total Long-Term Debt, net	$	143,749	$	276,154

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

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+ Details

SHARE CAPITAL (Tables)

6 Months Ended

Jun. 30, 2022

Equity [Abstract]

Schedule of Stock Options Roll Forward

Option activity is summarized as follows:


	Number of Shares	Weighted Avg. Exercise Price C$	Weighted Average Remaining Contractual Life
Balance as of December 31, 2021	56,078	30.60	9.16
Vested	18,798	30.60
Exercisable at June 30, 2022	24,167	30.60	8.67

Schedule of Unvested Restricted Stock Units Roll Forward

The following table summarizes the number of unvested RSU awards as of June 30, 2022 and December 31, 2021 and the changes during the six months ended June 30, 2022:


	Number of Shares	Weighted Avg. Grant Date Fair Value C$
Unvested Shares at December 31, 2021	2,413,887	30.49
Granted	2,748,440	10.57
Forfeited	975	23.97
Vested	1,189,055	30.65
Unvested Shares at June 30, 2022	3,972,297	16.66

Share-Based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity

The following table summarizes the weighted average grant date fair value of RSUs granted and total fair value of RSUs vested for the six months ended June 30, 2022 and 2021:


	Six Months Ended June 30,
	2022	2021
Weighted average grant date fair value (per share) of RSUs granted (C$)	16.66	30.60
Intrinsic value of RSUs vested, using market price at vest date (C$) (in thousands)	15.41	—

Share-Based Payment Arrangement, Expensed and Capitalized, Amount

The stock-based compensation expense for the three and six months ended June 30, 2022 and 2021 was as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Stock Options Expense	$	62	$	115	$	125	$	168
Restricted Stock Units	13,430		12,465		24,280		18,165
Total Stock Based Compensation Expense	$	13,492	$	12,580	$	24,405	$	18,333

INCOME TAXES (Tables)

6 Months Ended

Jun. 30, 2022

Income Tax Disclosure [Abstract]

Schedule of Effective Income Tax Rate Reconciliation

The following table summarizes the Company’s income tax expense and effective tax rates for the three and six months ended June 30, 2022 and 2021:


	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
Income before Income Taxes	$	1,256		$	(6,152)		$	26,847		$	3,642
Income Tax Expense	(11,103)			(23,438)			(36,617)			(39,852)
Effective Tax Rate	662.9		%	381.0		%	112.3		%	1093.8		%

LEASES (Tables)

6 Months Ended

Jun. 30, 2022

Leases [Abstract]

Lease, Cost

Other information related to operating leases as of June 30, 2022 and December 31, 2021 were as follows:


	June 30, 2022		December 31, 2021

Weighted average remaining lease term (years)	8.26		8.52
Weighted average discount rate	8.03	%	8.11	%

Lessee, Operating Lease, Liability, Maturity

Maturities of lease liabilities for operating leases as of June 30, 2022 were as follows:


Year Ending December 31,
Remainder 2022	$	6,851	$	11,457
2023	13,244		11,024
2024	12,519		10,348
2025	11,590		9,717
2026	10,722		8,818
2027 and Thereafter	47,894		38,177
Total Lease Payments	102,820		89,541
Less: Interest	(28,737)		(26,166)
Present Value of Lease Liability	$	74,083	$	63,375

SEGMENTS (Tables)

6 Months Ended

Jun. 30, 2022

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment

Summarized financial information for these segments is as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Revenue, net of discounts
Cultivation (Wholesale)	$	67,673	$	59,312	$	120,681	$	108,473
Retail	185,308		156,873		349,642		236,068
Intersegment Eliminations	(29,319)		(17,119)		(44,426)		(24,580)
Total Revenue, net of discounts	223,662		199,066		425,897		319,961

Depreciation and Amortization
Cultivation (Wholesale)	19,089		13,963		38,814		22,282
Retail	16,388		10,311		31,097		13,775
Total Depreciation and Amortization	35,477		24,274		69,911		36,057

Income taxes
Cultivation (Wholesale)	1,265		8,080		12,502		11,776
Retail	9,838		15,358		24,115		28,076
Total Income Taxes	11,103		23,438		36,617		39,852

CONSOLIDATION (Tables)

6 Months Ended

Jun. 30, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Variable Interest Entities

The following table presents the summarized financial information about the Company’s consolidated VIEs and VOEs, which are included in the consolidated balance sheets as of June 30, 2022 and December 31, 2021.


	Consolidated VIE		Consolidated VOE		Consolidated VIE		Consolidated VOE
	June 30, 2022				December 31, 2021
					(As Restated)
Current Assets	$	43,362	$	—	$	43,045	$	20,464
Due To/(From)	(68,307)		—		(25,723)		14,228
Non-Current Assets	96,342		—		207,908		226,108
Current Liabilities	14,359		—		32,934		22,659
Non-Current Liabilities	11,134		—		45,873		45,603
Non-Controlling Interest	—		—		1,276		—
Equity attributable to Verano Holdings, Corp.	45,904		—		145,147		192,538

- Definition

Tabular disclosure of the significant judgments and assumptions made in determining whether a variable interest (as defined) held by the entity requires the variable interest entity (VIE) (as defined) to be consolidated and (or) disclose information about its involvement with the VIE, individually or in aggregate (as applicable); the nature of restrictions, if any, on the consolidated VIE's assets and on the settlement of its liabilities reported by an entity in its statement of financial position, including the carrying amounts of such assets and liabilities; the nature of, and changes in, the risks associated with involvement in the VIE; how involvement with the VIE affects the entity's financial position, financial performance, and cash flows; the lack of recourse if creditors (or beneficial interest holders) of the consolidated VIE have no recourse to the general credit of the primary beneficiary (if applicable); the terms of arrangements, giving consideration to both explicit arrangements and implicit variable interests, if any, that could require the entity to provide financial support to the VIE, including events or circumstances that could expose the entity to a loss; the methodology used by the entity for determining whether or not it is the primary beneficiary of the variable interest entity; the significant factors considered and judgments made in determining that the power to direct the activities of a VIE that most significantly impact the VIE's economic performance are shared (as defined); the carrying amounts and classification of assets and liabilities of the VIE included in the statement of financial position; the entity's maximum exposure to loss, if any, as a result of its involvement with the VIE, including how the maximum exposure is determined and significant sources of the entity's exposure to the VIE; a comparison of the carrying amounts of the assets and liabilities and the entity's maximum exposure to loss; information about any liquidity arrangements, guarantees, and (or) other commitments by third parties that may affect the fair value or risk of the entity's variable interest in the VIE; whether or not the entity has provided financial support or other support (explicitly or implicitly) to the VIE that it was not previously contractually required to provide or whether the entity intends to provide that support, including the type and amount of the support and the primary reasons for providing the support; and supplemental information the entity determines necessary to provide.

+ References + Details

FAIR VALUE MEASURMENTS (Tables)

6 Months Ended

Jun. 30, 2022

Fair Value Disclosures [Abstract]

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis

The fair value of the Company’s financial instruments associated with each of the three levels of the hierarchy are:


	As of June 30, 2022
	Level 1		Level 2		Level 3		Total
Cash and Cash Equivalents	$	92,833	$	—	$	—	$	92,833
Investments	3,842		—		—		3,842
Acquisition Consideration Payable	—		—		(66,901)		(66,901)
Total	$	96,675	$	—	$	(66,901)	$	29,774


	As of December 31, 2021
	Level 1		Level 2		Level 3		Total
Cash and Cash Equivalents	$	99,118	$	—	$	—	$	99,118
Acquisition Consideration Payable	—		—		(208,349)		(208,349)
Total	$	99,118	$	—	$	(208,349)	$	(109,231)

OVERVIEW AND BASIS OF PRESENTATION (Details) $ in Thousands	3 Months Ended				6 Months Ended		12 Months Ended
OVERVIEW AND BASIS OF PRESENTATION (Details) $ in Thousands	Jun. 30, 2022 USD ($) state	Mar. 31, 2022 USD ($)	Jun. 30, 2021 USD ($)	Mar. 31, 2021 USD ($)	Jun. 30, 2022 USD ($) state	Jun. 30, 2021 USD ($)	Dec. 31, 2021 USD ($)
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Number of states in which entity operates \| state	14				14
Inventory	$ 154,050				$ 154,050		$ 140,703
Tax expense	(11,103)		$ (23,438)		(36,617)	$ (39,852)
Income tax payable	161,430				161,430		154,512
Deferred income taxes	259,326				259,326		262,184
Cost of goods sold, net	125,547		129,856		229,165	196,461
Salaries and benefits expense	100,263		70,013		189,824	112,679
Investments in associates	7,252				7,252		7,491
Stockholders' equity attributable to noncontrolling interest	0				0		1,276
Equity income	(2,292)		(158)		8,768	12,269
Disposition of investments	171		0		(13,928)	0
Acquisition consideration payable	$ (66,901)				$ (66,901)		(208,349)
Common stock conversion ratio	100				100
Consolidated VIE
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Stockholders' equity attributable to noncontrolling interest	$ 0				$ 0		1,276
Equity income	$ (144)		$ 645		$ 1,860	$ 1,448
Revision of Prior Period, Error Correction, Adjustment
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Inventory		$ 3,898					3,069
Tax expense		20,274
Income tax payable		(23,071)					662
Deferred income taxes		2,659					(800)
Cost of goods sold, net		1,052
Salaries and benefits expense		9,572		$ 5,692
Investments in associates				(100)			(1,675)
Stockholders' equity attributable to noncontrolling interest				$ (100)			(1,675)
Disposition of investments		3,176
Acquisition consideration payable		4,760
Revision of Prior Period, Error Correction, Adjustment \| Consolidated VIE
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Equity income		$ 1,638					$ 1,537

REVERSE TAKEOVER TRANSACTION ("RTO") (Details) - USD ($) $ / shares in Units, $ in Thousands	Feb. 11, 2021	Jan. 21, 2021	Dec. 14, 2020
Reverse Recapitalization [Line Items]
Common stock, shares, issued (in shares)			100,000
Common stock, shares, outstanding (in shares)			100,000
Sale of stock, number of shares issued in transaction (in shares)		10,000,000
Sale of stock, price per share (in dollars per share)		$ 10
Sale of stock, consideration received on transaction		$ 100,000
Stock issued during period, shares, new issues (in shares)		10,000,000
Stock issued during period, shares, issued for services (in shares)		578,354
Payments of reverse recapitalization transaction costs		$ 4,580
Reverse recapitalization financing, amount		$ 95,420
Reverse recapitalization, transaction cost	$ 198
Subordinate Voting Shares
Reverse Recapitalization [Line Items]
Reverse recapitalization, number of shares exchanged (in shares)	96,892,040
Proportionate Voting Shares
Reverse Recapitalization [Line Items]
Reverse recapitalization, number of shares exchanged (in shares)	1,172,382
AME Merger
Reverse Recapitalization [Line Items]
Business combination, cash consideration transferred upon consummation	$ 20,000
Business combination, cash installments payable	$ 15,000
AME Merger \| Subordinate Voting Shares
Reverse Recapitalization [Line Items]
Reverse recapitalization, number of shares exchanged (in shares)	18,092,987
AME Merger \| Proportionate Voting Shares
Reverse Recapitalization [Line Items]
Reverse recapitalization, number of shares exchanged (in shares)	470,984

INVENTORY (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Inventory Disclosure [Abstract]
Raw Materials	$ 8,369	$ 5,767
Work in Process	109,219	96,367
Finished Goods	36,462	38,569
Total Inventories	$ 154,050	$ 140,703

PROPERTY, PLANT AND EQUIPMENT - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Total Property, Plant and Equipment	$ 581,527	$ 498,380
Less: Accumulated Depreciation	(65,829)	(46,148)
Property, Plant and Equipment, Net	515,698	452,232
Land
Property, Plant and Equipment [Line Items]
Total Property, Plant and Equipment	29,878	29,399
Buildings and Improvements
Property, Plant and Equipment [Line Items]
Total Property, Plant and Equipment	170,842	126,020
Furniture and Fixtures
Property, Plant and Equipment [Line Items]
Total Property, Plant and Equipment	15,900	13,259
Computer Equipment and Software
Property, Plant and Equipment [Line Items]
Total Property, Plant and Equipment	19,074	14,078
Leasehold Improvements
Property, Plant and Equipment [Line Items]
Total Property, Plant and Equipment	188,038	182,514
Tools and Equipment
Property, Plant and Equipment [Line Items]
Total Property, Plant and Equipment	79,768	65,774
Vehicles
Property, Plant and Equipment [Line Items]
Total Property, Plant and Equipment	4,716	3,229
Asset Under Construction
Property, Plant and Equipment [Line Items]
Total Property, Plant and Equipment	$ 73,311	$ 64,107

PROPERTY, PLANT AND EQUIPMENT - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Cost of Sales
Property, Plant and Equipment [Line Items]
Depreciation	$ 7,311	$ 5,923	$ 14,368	$ 8,805
Selling, General and Administrative Expenses
Property, Plant and Equipment [Line Items]
Depreciation	$ 3,178	$ 1,942	$ 5,719	$ 3,134

INTANGIBLE ASSETS AND GOODWILL - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Cost
Beginning balance	$ 1,451,900
Additions from business combination	13,281
Adjustments to purchase price allocation	0
Disposals	0
Ending balance	1,465,181
Accumulated Amortization
Beginning balance	71,987
Amortization	49,823
Ending balance	121,810
Net Book Value
Finite-lived intangible assets, net	1,343,371	$ 1,379,913
Licenses
Cost
Beginning balance	1,386,131
Additions from business combination	13,281
Adjustments to purchase price allocation	0
Disposals	0
Ending balance	1,399,412
Accumulated Amortization
Beginning balance	66,703
Amortization	46,499
Ending balance	113,202
Net Book Value
Finite-lived intangible assets, net	1,286,210	1,319,428
Tradenames
Cost
Beginning balance	54,166
Additions from business combination	0
Adjustments to purchase price allocation	0
Disposals	0
Ending balance	54,166
Accumulated Amortization
Beginning balance	4,158
Amortization	2,710
Ending balance	6,868
Net Book Value
Finite-lived intangible assets, net	47,298	50,008
Technology
Cost
Beginning balance	11,603
Additions from business combination	0
Adjustments to purchase price allocation	0
Disposals	0
Ending balance	11,603
Accumulated Amortization
Beginning balance	1,126
Amortization	614
Ending balance	1,740
Net Book Value
Finite-lived intangible assets, net	$ 9,863	$ 10,477

INTANGIBLE ASSETS AND GOODWILL - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
2022 (Remaining)	$ 49,975
2023	99,948
2024	99,948
2025	99,948
2026	99,221
Thereafter	894,331
Finite-lived intangible assets, net	$ 1,343,371	$ 1,379,913

INTANGIBLE ASSETS AND GOODWILL - Schedule of Goodwill (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2022 USD ($)
Goodwill [Roll Forward]
Beginning balance	$ 368,130
Impairment	0
Adjustments to purchase price allocation	1,962
Acquisitions	6,545
Ending balance	376,637
Cultivation
Goodwill [Roll Forward]
Beginning balance	91,116
Impairment	0
Adjustments to purchase price allocation	1,050
Acquisitions	0
Ending balance	92,166
Retail
Goodwill [Roll Forward]
Beginning balance	277,014
Impairment	0
Adjustments to purchase price allocation	912
Acquisitions	6,545
Ending balance	$ 284,471

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

INTANGIBLE ASSETS AND GOODWILL - Narrative (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2022 USD ($)
Goodwill [Line Items]
Adjustments to purchase price allocation	$ 1,962
Connecticut Pharmaceutical Solutions, Inc.
Goodwill [Line Items]
Adjustments to purchase price allocation	1,050
Caring Nature, LLC
Goodwill [Line Items]
Adjustments to purchase price allocation	56
420 Capital Management, LLC
Goodwill [Line Items]
Adjustments to purchase price allocation	$ 856

EARNINGS (LOSSES) PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	3 Months Ended		5 Months Ended	6 Months Ended
	Jan. 21, 2021	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Numerator
Net Loss attributable to Verano Holdings Corp.		$ (9,847)	$ (29,688)		$ (10,061)	$ (37,574)
Basic
Weighted-average shares outstanding - basic (in shares)	158,203,932	328,519,193	300,715,671	297,365,427	327,402,503	265,842,657
Diluted
Weighted-average shares outstanding - diluted (in shares)	158,203,932	328,519,193	300,715,671	297,365,427	327,402,503	265,842,657
Basic earnings per share (in dollars per share)		$ (0.03)	$ (0.10)		$ (0.03)	$ (0.14)
Diluted earnings per share (in dollars per share)		$ (0.03)	$ (0.10)		$ (0.03)	$ (0.14)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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+ Details

NOTES RECEIVABLE (Details)	17 Months Ended
NOTES RECEIVABLE (Details)	Dec. 31, 2021 USD ($) receivable	Jun. 30, 2022 USD ($)	Mar. 24, 2021 USD ($)	Aug. 13, 2020 USD ($)
Accounts, Notes, Loans and Financing Receivable [Line Items]
Interest rate			8.00%	8.00%
Accrued interest	$ 7,000
Notes Receivable
Accounts, Notes, Loans and Financing Receivable [Line Items]
Number of notes receivable \| receivable	2
Notes receivable			$ 147,000	$ 180,000
Proceeds from collection of finance receivables	$ 56,000
Notes receivable, excluding accrued interest	$ 124,000	$ 0

TRANSACTIONS - Narrative (Details)																								1 Months Ended						3 Months Ended					6 Months Ended			8 Months Ended	10 Months Ended		12 Months Ended
TRANSACTIONS - Narrative (Details)	Mar. 11, 2022 USD ($) shares	Mar. 01, 2022 USD ($)	Jan. 31, 2022 USD ($)	Dec. 28, 2021 USD ($) shares	Dec. 20, 2021 USD ($)	Oct. 25, 2021 USD ($) shares	Sep. 03, 2021 USD ($)	Aug. 11, 2021 USD ($)	Jul. 13, 2021 USD ($)	Jul. 12, 2021 USD ($) dispensary shares	Jul. 08, 2021 USD ($) shares	Jun. 30, 2021 USD ($)	May 14, 2021 USD ($) entity dispensary shares	May 11, 2021 USD ($) license dispensary shares	Apr. 08, 2021 USD ($) shares	Mar. 30, 2021 USD ($) shares	Mar. 10, 2021 USD ($) shares	Mar. 09, 2021 USD ($) license dispensary shares	Feb. 24, 2021 USD ($)	Feb. 23, 2021 entity	Feb. 11, 2021 USD ($) $ / shares shares	Jan. 07, 2021 USD ($)	Mar. 30, 2016 license dispensary	Dec. 31, 2022 shares	Jun. 30, 2022 USD ($) shares	May 31, 2022 USD ($)	Apr. 30, 2022 USD ($)	Jul. 31, 2021 USD ($)	May 31, 2021 USD ($) shares	Jun. 30, 2022 USD ($) shares	Mar. 31, 2022 USD ($) shares	Dec. 31, 2021 USD ($) asset instrument	Oct. 12, 2021 USD ($)	Jun. 30, 2021 USD ($)	Jun. 30, 2022 USD ($) asset shares	Nov. 11, 2021 USD ($)	Jun. 30, 2021 USD ($)	Dec. 31, 2021 USD ($) instrument	Aug. 17, 2022 USD ($)	Dec. 31, 2021 USD ($) instrument	Jul. 12, 2022 USD ($)	Jul. 08, 2022 USD ($)	May 14, 2022 USD ($)	May 11, 2022 USD ($)	Apr. 08, 2022 USD ($)	Mar. 10, 2022 USD ($)	Jan. 07, 2022 USD ($)	Apr. 01, 2022 USD ($)	Jan. 21, 2021 $ / shares	Dec. 31, 2018
Business Acquisition [Line Items]
Goodwill																									$ 376,637,000					$ 376,637,000		$ 368,130,000			$ 376,637,000			$ 368,130,000		$ 368,130,000
Pro forma revenue																																		$ 216,572,000			$ 430,999,000
Pro forma net income (loss)																																		24,185,000			69,214,000
Acquisition price payable																									66,901,000					66,901,000		$ 208,349,000			66,901,000			$ 208,349,000		$ 208,349,000
Increase (decrease) in fair value of contingent consideration liability																																			$ (9,102,000)		0
Number of productive assets acquired \| asset																																			2
Intangible assets acquired																																			$ 13,281,000
Number of debt instruments \| instrument																																7						7		7
Maryland LLC \| Canna Cuzzos
Business Acquisition [Line Items]
Ownership percentage																																																		40.00%
Charleston
Business Acquisition [Line Items]
Gain on disposition of business																															$ 7,857,000				7,784,000
Working capital adjustments																														(73,000)
TCE
Business Acquisition [Line Items]
Gain on disposition of business																															14,099,000				13,928,000
Working capital adjustments																														(171,000)
Licenses
Business Acquisition [Line Items]
Intangible assets acquired																																			13,281,000
Tradenames
Business Acquisition [Line Items]
Intangible assets acquired																																			0
Secured Promissory Notes
Business Acquisition [Line Items]
Debt instrument, face amount																																$ 3,670,000						$ 3,670,000		$ 3,670,000
Pennsylvania Real Estate
Business Acquisition [Line Items]
Consideration transferred																																			4,264,000
Illinois Real Estate
Business Acquisition [Line Items]
Consideration transferred																																			4,055,000
NSE
Business Acquisition [Line Items]
Number of marijuana licenses held \| license																		1
Number of retail dispensaries operated \| dispensary																		3
Cash consideration																		$ 7,350,000
Equity interest issued and issuable																		25,160,000
Contingent consideration																		22,514,000
Change in amount of contingent consideration																																			10,906,000					$ 8,337,000
Intangible assets acquired																		$ 55,016,000
Present value of unpaid deferred consideration																									3,441,000					3,441,000					3,441,000
Ohio Grown Therapies, LLC
Business Acquisition [Line Items]
Intangible assets acquired												$ 760,000
Maryland, Pennsylvania, Nevada, and New Jersey Real Estate
Business Acquisition [Line Items]
Number of productive assets acquired \| asset																																2
Consideration transferred																																$ 22,588,000
Maryland, Pennsylvania, Nevada, and New Jersey Real Estate \| Secured Promissory Notes
Business Acquisition [Line Items]
Number of debt instruments \| instrument																																2						2		2
Debt instrument, face amount																																$ 10,225,000						$ 10,225,000		$ 10,225,000
Subordinate Voting Shares \| NSE
Business Acquisition [Line Items]
Equity interest issued or issuable, number of shares (in shares) \| shares																		666,587
Proportionate Voting Shares \| NSE
Business Acquisition [Line Items]
Equity interest issued or issuable, number of shares (in shares) \| shares																		6,665
AME Merger
Business Acquisition [Line Items]
Equity interests issued and issuable																					$ 651,914,000
Cash consideration and liabilities incurred																					$ 35,000,000
Business acquisition, share price (in dollars per share) \| $ / shares																					$ 10																												$ 10
Cash consideration								$ 10,000,000													$ 20,000,000										5,000,000
Revenue related to acquired operations																																		57,277,000			89,400,000
Net income (loss) related to acquired operations																																		(4,180,000)			(9,570,000)
Pro forma revenue																																		57,277,000			111,802,000
Pro forma net income (loss)																																		$ 32,711,000			62,058,000
AME Merger \| Subordinate Voting Shares
Business Acquisition [Line Items]
Equity interest issued or issuable, number of shares (in shares) \| shares																					18,092,988
AME Merger \| Proportionate Voting Shares
Business Acquisition [Line Items]
Equity interest issued or issuable, number of shares (in shares) \| shares																					470,984
Greengate
Business Acquisition [Line Items]
Equity interest issued or issuable, number of shares (in shares) \| shares	1,403,067
Equity interests issued and issuable	$ 13,221,000
Cash consideration	$ 7,448,000
Percentage of voting interests acquired	100.00%
Forgiveness of other receivables	$ 2,894,000
Revenue related to acquired operations																																			5,091,000
Net income (loss) related to acquired operations																																			59,000
Acquired intangible assets	13,281,000
Goodwill	$ 6,545,000
Pro forma revenue																																			428,709,000		324,739,000
Pro forma net income (loss)																																			(9,574,000)		$ (36,692,000)
Glass City Alternatives, LLC
Business Acquisition [Line Items]
Cash consideration																						$ 2,700,000
Acquired intangible assets																						2,497,000
Goodwill																						224,000
Purchase price adjustment																																															$ 329,000
Glass City Alternatives, LLC \| Subordinate Voting Shares
Business Acquisition [Line Items]
Equity interests issued and issuable																						$ 500,000
Emerald
Business Acquisition [Line Items]
Equity interests issued and issuable																	$ 10,002,000												$ 6,992,000
Cash consideration																	11,250,000
Acquired intangible assets																	25,284,000
Purchase price adjustment																																														$ 326,000
Gain (loss) from share issuance																													$ (817,000)
Emerald \| Residual Purchase Price
Business Acquisition [Line Items]
Goodwill																	1,555,000
Emerald \| Deferred Taxes
Business Acquisition [Line Items]
Goodwill																	$ 6,548,000
Emerald \| Subordinate Voting Shares
Business Acquisition [Line Items]
Equity interest issued or issuable, number of shares (in shares) \| shares																	541,994												350,644
The Herbal Care Center
Business Acquisition [Line Items]
Equity interests issued and issuable														$ 22,778,000
Cash consideration														18,750,000					$ 10,000,000
Acquired intangible assets														$ 39,062,000
Purchase price adjustment																																												$ 2,107,000
Number of marijuana licenses held \| license														2
The Herbal Care Center \| Residual Purchase Price
Business Acquisition [Line Items]
Goodwill														$ 328,000
The Herbal Care Center \| Deferred Taxes
Business Acquisition [Line Items]
Goodwill														$ 11,914,000
The Herbal Care Center \| Subordinate Voting Shares
Business Acquisition [Line Items]
Equity interest issued or issuable, number of shares (in shares) \| shares														90,464
The Herbal Care Center \| Proportionate Voting Shares
Business Acquisition [Line Items]
Equity interest issued or issuable, number of shares (in shares) \| shares														9,625
Local Joint
Business Acquisition [Line Items]
Equity interests issued and issuable																$ 3,031,000
Cash consideration and liabilities incurred																13,500,000
Cash consideration																10,000,000												$ 3,500,000
Acquired intangible assets																15,819,000
Goodwill																$ 276,000
Local Joint \| Subordinate Voting Shares
Business Acquisition [Line Items]
Equity interest issued or issuable, number of shares (in shares) \| shares																179,767
BISHCO LLC
Business Acquisition [Line Items]
Equity interests issued and issuable															$ 78,916,000
Cash consideration															18,699,000												$ 12,750,000
Acquired intangible assets															87,963,000
Purchase price adjustment																																													$ 1,036,000
Number of non-profit entities managed \| entity																				3
Consideration transferred, liabilities incurred															12,750,000
Acquisition price payable																									10,972,000					10,972,000					10,972,000
BISHCO LLC \| Residual Purchase Price
Business Acquisition [Line Items]
Goodwill															14,559,000
BISHCO LLC \| Deferred Taxes
Business Acquisition [Line Items]
Goodwill															$ 23,598,000
BISHCO LLC \| Subordinate Voting Shares
Business Acquisition [Line Items]
Equity interest issued or issuable, number of shares (in shares) \| shares															997,453,000
BISHCO LLC \| Proportionate Voting Shares
Business Acquisition [Line Items]
Equity interest issued or issuable, number of shares (in shares) \| shares															29,924
TerraVida Holistic Centers, LLC
Business Acquisition [Line Items]
Equity interests issued and issuable														$ 59,732,000
Cash consideration and liabilities incurred														64,316,000
Cash consideration														18,809,000																						$ 47,500,000
Acquired intangible assets														112,418,000
Goodwill														$ 3,635,000
Purchase price adjustment																																												$ 1,993,000
Number of retail dispensaries operated \| dispensary														3
TerraVida Holistic Centers, LLC \| Subordinate Voting Shares
Business Acquisition [Line Items]
Equity interest issued or issuable, number of shares (in shares) \| shares														1,506,750
TerraVida Holistic Centers, LLC \| Proportionate Voting Shares
Business Acquisition [Line Items]
Equity interest issued or issuable, number of shares (in shares) \| shares														15,067
THC Real Estate
Business Acquisition [Line Items]
Cash consideration							$ 12,225,000
THC Real Estate \| Credit Facility \| Secured Debt
Business Acquisition [Line Items]
Consideration transferred, liabilities incurred							12,650,000
Debt issuance costs incurred							405,000
Proceeds from credit facility							$ 20,000
The Healing Center
Business Acquisition [Line Items]
Equity interests issued and issuable													$ 61,108,000
Cash consideration and liabilities incurred													56,892,000
Cash consideration									$ 27,784,000				31,463,000																		7,116,000
Acquired intangible assets													108,850,000
Goodwill													$ 24,954,000
Purchase price adjustment																																											$ 2,355,000
Number of retail dispensaries operated \| dispensary													3
Number of real estate entities property is leased from \| entity													3
Purchase price adjustment, additional payment period									60 days
Acquisition price payable													$ 18,925,000												3,551,000					3,551,000					3,551,000
Increase (decrease) in fair value of contingent consideration liability																														(2,595,000)	(1,061,000)							$ (4,603,000)
The Healing Center \| Subordinate Voting Shares
Business Acquisition [Line Items]
Equity interest issued or issuable, number of shares (in shares) \| shares													454,302,000
The Healing Center \| Proportionate Voting Shares
Business Acquisition [Line Items]
Equity interest issued or issuable, number of shares (in shares) \| shares													25,744
Mad River Remedies, LLC
Business Acquisition [Line Items]
Equity interests issued and issuable											$ 7,814,000
Cash consideration											12,984,000
Acquired intangible assets											18,720,000
Goodwill											$ 498,000
Mad River Remedies, LLC \| Subsequent Event
Business Acquisition [Line Items]
Purchase price adjustment																																										$ 29,000
Mad River Remedies, LLC \| Subordinate Voting Shares
Business Acquisition [Line Items]
Equity interest issued or issuable, number of shares (in shares) \| shares											488,861
Agri-Kind and Agronomed Holdings, Inc.
Business Acquisition [Line Items]
Equity interests issued and issuable										$ 50,994,000																					952,000
Cash consideration and liabilities incurred										78,848,000
Cash consideration										43,713,000																					$ 31,500,000		$ 35,813,000
Acquired intangible assets										134,563,000
Goodwill										3,115,000
Acquisition price payable										$ 33,971,000															3,311,000					3,311,000					3,311,000													$ 2,483,000
Increase (decrease) in fair value of contingent consideration liability																														$ 988,000					2,147,000
Share price protection period one																														6 months
Share price protection period two																														12 months
Agri-Kind and Agronomed Holdings, Inc. \| Subsequent Event
Business Acquisition [Line Items]
Purchase price adjustment																																									$ 678,000
Agri-Kind and Agronomed Holdings, Inc. \| Subordinate Voting Shares
Business Acquisition [Line Items]
Equity interest issued or issuable, number of shares (in shares) \| shares										3,208,035																					82,731
Agronomed
Business Acquisition [Line Items]
Equity interests issued and issuable										$ 51,509,000																					$ 15,592,000
Cash consideration										10,473,000																					3,000,000
Acquired intangible assets										$ 96,684,000
Gain (loss) from share issuance																															(3,592,000)
Number of retail dispensaries operated \| dispensary										6
Acquisition price payable										$ 42,493,000
Agronomed \| Earnout Contingent Consideration
Business Acquisition [Line Items]
Equity interests issued and issuable																															$ 962,000
Acquisition price payable																									28,344,000					$ 28,344,000					28,344,000
Increase (decrease) in fair value of contingent consideration liability																														998,000					$ 2,168,000
Share price protection period one																																			6 months
Share price protection period two																																			12 months
Agronomed \| Residual Purchase Price
Business Acquisition [Line Items]
Goodwill										2,625,000
Agronomed \| Deferred Taxes
Business Acquisition [Line Items]
Goodwill										$ 29,913,000
Agronomed \| Subordinate Voting Shares
Business Acquisition [Line Items]
Equity interest issued or issuable, number of shares (in shares) \| shares										3,240,436																					1,215,035
Agronomed \| Subordinate Voting Shares \| Earnout Contingent Consideration
Business Acquisition [Line Items]
Equity interest issued or issuable, number of shares (in shares) \| shares																															83,566
Acquisition price payable																									2,508,000					2,508,000					$ 2,508,000
Willow Brook Wellness, LLC
Business Acquisition [Line Items]
Equity interests issued and issuable						$ 8,163,000
Cash consideration						14,913,000
Acquired intangible assets						21,267,000
Goodwill						$ 438,000
Acquisition price payable																									7,280,000					7,280,000					7,280,000
Willow Brook Wellness, LLC \| Subsequent Event
Business Acquisition [Line Items]
Purchase price adjustment																																							$ 14,000
Willow Brook Wellness, LLC \| Subordinate Voting Shares
Business Acquisition [Line Items]
Equity interest issued or issuable, number of shares (in shares) \| shares						727,934
Caring Nature, LLC
Business Acquisition [Line Items]
Equity interests issued and issuable					$ 12,000,000																				5,540,000
Cash consideration					12,331,000
Acquired intangible assets					24,994,000
Purchase price adjustment																														56,000
Gain (loss) from share issuance																																			460,000
Acquisition price payable					$ 2,000,000																				7,985,000					7,985,000					7,985,000
Increase (decrease) in fair value of contingent consideration liability																									$ (6,000,000)
Equity interests issued and issuable, payment term					12 months
Payments for previous acquisition																										$ 56,000
Caring Nature, LLC \| Residual Purchase Price
Business Acquisition [Line Items]
Goodwill					$ 761,000
Caring Nature, LLC \| Deferred Taxes
Business Acquisition [Line Items]
Goodwill					$ 7,123,000
Caring Nature, LLC \| Subordinate Voting Shares
Business Acquisition [Line Items]
Equity interest issued or issuable, number of shares (in shares) \| shares																									808,258
Connecticut Pharmaceutical Solutions, Inc.
Business Acquisition [Line Items]
Equity interests issued and issuable				$ 98,538,000																					$ 17,683,000
Cash consideration				6,402,000
Gain (loss) from share issuance																																			7,023,000
Acquisition price payable																									$ 19,622,000					$ 19,622,000					$ 19,622,000
Deferred equity interests issuable				14,483,000
Connecticut Pharmaceutical Solutions, Inc. \| Licenses
Business Acquisition [Line Items]
Acquired intangible assets				116,063,000
Connecticut Pharmaceutical Solutions, Inc. \| Tradenames
Business Acquisition [Line Items]
Acquired intangible assets				8,829,000
Connecticut Pharmaceutical Solutions, Inc. \| Residual Purchase Price
Business Acquisition [Line Items]
Goodwill				3,510,000
Connecticut Pharmaceutical Solutions, Inc. \| Deferred Taxes
Business Acquisition [Line Items]
Goodwill				$ 40,062,000
Connecticut Pharmaceutical Solutions, Inc. \| Subordinate Voting Shares
Business Acquisition [Line Items]
Equity interest issued or issuable, number of shares (in shares) \| shares				8,145,142																					2,115,438
Deferred equity interest issuable subject to purchase price adjustments, number of shares (in shares) \| shares				73,130
Deferred equity interest issuable, number of shares (in shares) \| shares				1,128,441
Contingent consideration, number of shares (in shares) \| shares																									1,625,546					1,625,546					1,625,546
Connecticut Pharmaceutical Solutions, Inc. \| Subordinate Voting Shares \| Forecast
Business Acquisition [Line Items]
Equity interest issued or issuable, number of shares (in shares) \| shares																								989,747
ILDISP, LLC
Business Acquisition [Line Items]
Percentage of voting interests acquired		50.00%																					50.00%
Number of marijuana licenses held \| license																							2
Number of retail dispensaries operated \| dispensary																							2
Proceeds from divestiture of businesses		$ 22,393,000
Canna Cuzzos
Business Acquisition [Line Items]
Percentage of voting interests acquired																																																		40.00%
Proceeds from divestiture of businesses			$ 5,000,000
Gain on disposition of business																																			$ 1,701,000

TRANSACTIONS - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Mar. 11, 2022	Dec. 31, 2021	Feb. 11, 2021
Business Acquisition [Line Items]
Goodwill	$ 376,637		$ 368,130
AME Group
Business Acquisition [Line Items]
Cash				$ 5,953
Accounts receivable, net				558
Inventory				89,032
Prepaids and other current assets				2,822
Property, plant and equipment, net				83,137
Right-of-use asset, net				9,651
Other assets				1,001
Accounts payable and accrued liabilities				(11,511)
Notes payable				(6,922)
Deferred taxes				(161,010)
Lease liabilities				(9,651)
Total identifiable net assets (liabilities)				3,060
Total intangible assets				507,344
Goodwill				176,182
Intangible assets				683,526
Net assets				686,586
AltMed Florida
Business Acquisition [Line Items]
Cash				5,446
Accounts receivable, net				60
Inventory				83,205
Prepaids and other current assets				833
Property, plant and equipment, net				73,386
Right-of-use asset, net				9,651
Other assets				1,001
Accounts payable and accrued liabilities				(8,935)
Notes payable				(3,579)
Deferred taxes				(123,720)
Lease liabilities				(9,651)
Total identifiable net assets (liabilities)				27,697
Total intangible assets				366,809
Goodwill				132,129
Intangible assets				498,938
Net assets				526,635
AltMed Arizona
Business Acquisition [Line Items]
Cash				507
Accounts receivable, net				498
Inventory				5,827
Prepaids and other current assets				1,989
Property, plant and equipment, net				9,751
Right-of-use asset, net				0
Other assets				0
Accounts payable and accrued liabilities				(2,576)
Notes payable				(3,343)
Deferred taxes				(37,290)
Lease liabilities				0
Total identifiable net assets (liabilities)				(24,637)
Total intangible assets				140,535
Goodwill				44,053
Intangible assets				184,588
Net assets				159,951
Greengate
Business Acquisition [Line Items]
Cash		$ 2,315
Inventory		1,021
Prepaids and other current assets		324
Deposits and Other non-current assets		45
Property, plant and equipment, net		1,673
Right-of-use asset, net		1,836
Accounts payable and accrued liabilities		(1,569)
Other liabilities		(72)
Lease liabilities		(1,836)
Total identifiable net assets (liabilities)		3,737
Goodwill		6,545
Intangible assets		$ 19,826
Residual Purchase Price \| AME Group
Business Acquisition [Line Items]
Goodwill				15,172
Residual Purchase Price \| AltMed Florida
Business Acquisition [Line Items]
Goodwill				8,409
Residual Purchase Price \| AltMed Arizona
Business Acquisition [Line Items]
Goodwill				6,763
Deferred Taxes \| AME Group
Business Acquisition [Line Items]
Goodwill				161,010
Deferred Taxes \| AltMed Florida
Business Acquisition [Line Items]
Goodwill				123,720
Deferred Taxes \| AltMed Arizona
Business Acquisition [Line Items]
Goodwill				37,290
Licenses \| AME Group
Business Acquisition [Line Items]
Total intangible assets				450,598
Licenses \| AltMed Florida
Business Acquisition [Line Items]
Total intangible assets				319,928
Licenses \| AltMed Arizona
Business Acquisition [Line Items]
Total intangible assets				130,670
Tradename \| AME Group
Business Acquisition [Line Items]
Total intangible assets				45,258
Tradename \| AltMed Florida
Business Acquisition [Line Items]
Total intangible assets				36,278
Tradename \| AltMed Arizona
Business Acquisition [Line Items]
Total intangible assets				8,980
Intellectual Property and Technology \| AME Group
Business Acquisition [Line Items]
Total intangible assets				11,488
Intellectual Property and Technology \| AltMed Florida
Business Acquisition [Line Items]
Total intangible assets				10,603
Intellectual Property and Technology \| AltMed Arizona
Business Acquisition [Line Items]
Total intangible assets				$ 885

TRANSACTIONS - Business Acquisition, Pro Forma Information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Revenue, net of discounts, Consolidated Results	$ 223,662	$ 199,066	$ 425,897	$ 319,961
Net income (loss), Consolidated Results	$ (9,847)	(29,688)	$ (10,061)	(37,574)
Revenue, net of discounts, Pro-forma Results from material acquisitions				342,363
Net income (loss), Pro-forma Results from material acquisitions				(26,641)
Revenues, net of acquirer since acquisition date, actual		99,294		186,106
Net loss of acquirer since acquisition date, actual		(23,619)		(25,733)
Pro forma revenues, net		216,572		430,999
Pro forma net income (loss)		(25,322)		(4,586)
Total pro forma net income (loss)		24,185		69,214
Verano Holdings
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Pro forma revenues, net		99,294		186,106
Pro forma net income (loss)		(23,619)		(25,733)
Total pro forma net income (loss)		(23,619)		(25,733)
Total pro forma adjustments
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Total pro forma net income (loss)		49,507		73,800
Total pro forma adjustments \| Verano Holdings
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Total pro forma net income (loss)		0		0
(a) intangible amortization
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Total pro forma net income (loss)		15,163		21,611
(a) intangible amortization \| Verano Holdings
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Total pro forma net income (loss)		0		0
(b) intangible amortization
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Total pro forma net income (loss)		34,344		52,189
(b) intangible amortization \| Verano Holdings
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Total pro forma net income (loss)		0		0
AME Merger
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Revenue, net of discounts, AltMed Pre-acquisition				22,402
Net income (loss), AltMed Pre-acquisition				10,933
Revenues, net of acquiree since acquisition date, actual		57,277		89,400
Net loss of acquiree since acquisition date, actual		(4,180)		(9,570)
Pro forma revenues, net		57,277		111,802
Pro forma net income (loss)		(4,180)		1,362
Total pro forma net income (loss)		32,711		62,058
AME Merger \| Total pro forma adjustments
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Total pro forma net income (loss)		36,891		60,696
AME Merger \| (a) intangible amortization
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Total pro forma net income (loss)		8,939		14,899
AME Merger \| (b) intangible amortization
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Total pro forma net income (loss)		27,952		45,797
Other Acquisitions
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Revenues, net of acquiree since acquisition date, actual		42,495		44,455
Net loss of acquiree since acquisition date, actual		(1,889)		(2,271)
Pro forma revenues, net		60,001		133,091
Pro forma net income (loss)		2,477		19,785
Total pro forma net income (loss)		15,093		32,889
Other Acquisitions \| Total pro forma adjustments
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Total pro forma net income (loss)		12,616		13,104
Other Acquisitions \| (a) intangible amortization
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Total pro forma net income (loss)		6,224		6,712
Other Acquisitions \| (b) intangible amortization
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Total pro forma net income (loss)		$ 6,392		$ 6,392

DEBT - Schedule of Long-Term Debt Instruments (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Unamortized Debt Issuance Costs	$ (7,370)	$ (7,545)
Total Notes Payable	402,629	289,925
Less: Current Portion of Notes Payable	258,880	13,771
Total Long-Term Debt, net	143,749	276,154
Secured Promissory Notes
Debt Instrument [Line Items]
Long-term debt, gross	1,668	6,663
Mortgage Loans
Debt Instrument [Line Items]
Long-term debt, gross	56,122	38,856
Vehicle and Equipment Loans
Debt Instrument [Line Items]
Long-term debt, gross	2,209	1,951
Secured Debt \| Credit Facility
Debt Instrument [Line Items]
Long-term debt, gross	$ 350,000	$ 250,000

DEBT - Narrative (Details)	Jun. 30, 2022 USD ($)	Jun. 29, 2022 USD ($)	Mar. 01, 2022 USD ($)	Dec. 31, 2021 USD ($) instrument	Oct. 20, 2021 USD ($)	May 10, 2021 USD ($)	May 09, 2021 USD ($)	Jul. 02, 2020 USD ($)
Debt Instrument [Line Items]
Long-term debt	$ 402,629,000			$ 289,925,000
Debt issuance costs, net	7,370,000			$ 7,545,000
Number of debt instruments \| instrument				7
Credit Facility \| Secured Debt
Debt Instrument [Line Items]
Long-term debt, gross	350,000,000			$ 250,000,000
Credit Facility \| Secured Debt \| Credit Facility
Debt Instrument [Line Items]
Debt instrument, face amount			$ 100,000,000		$ 120,000,000	$ 100,000,000	$ 30,000,000	$ 20,000,000
Incremental loan, maximum								$ 10,000,000
Interest rate, stated percentage			8.50%		8.50%	9.75%		15.25%
Debt issuance costs incurred					$ 3,679,000	$ 5,132,000		$ 1,068,000
Long-term debt			$ 350,000,000		250,000,000	130,000,000
Debt issuance costs, net						$ 644,000
Incremental loan option, amount					$ 100,000,000
Incremental loan option, interest rate, stated percentage					8.50%
Debt covenant, average liquidity balance, minimum	20,000,000				$ 20,000,000
Debt covenant, ending liquidity balance, minimum	25,000,000				$ 25,000,000
Debt covenant, consolidated EBITDA, minimum	$ 20,000,000
Debt covenant, fixed charge coverage ratio, minimum	1.5
Mortgage Loans
Debt Instrument [Line Items]
Debt instrument, face amount		$ 18,000,000
Interest rate, stated percentage		4.00%
Long-term debt, gross	$ 56,122,000			38,856,000
Secured Promissory Notes
Debt Instrument [Line Items]
Debt instrument, face amount				$ 3,670,000
Interest rate, stated percentage				10.00%
Long-term debt, gross	$ 1,668,000			$ 6,663,000
Affiliated Entity \| Secured Promissory Notes
Debt Instrument [Line Items]
Long-term debt, gross				$ 150,000

SHARE CAPITAL - Narrative (Details)	6 Months Ended
SHARE CAPITAL - Narrative (Details)	Jun. 30, 2022 class vote shares
Class of Stock [Line Items]
Common stock conversion ratio	100
Convertible stock, if-converted number of shares issued (in shares)	330,818,664
Convertible stock, if-converted number of shares outstanding (in shares)	330,818,664
Number of classes of share capital \| class	2
Percentage of outstanding stock maximum	10.00%
Options granted in period (in shares)	0
Options expired in period (in shares)	0
Options forfeited in period (in shares)	0
Share-based payment arrangement, option
Class of Stock [Line Items]
Award expiration period	10 years
Minimum \| Restricted Stock Units
Class of Stock [Line Items]
Award vesting period	6 months
Minimum \| Share-based payment arrangement, option
Class of Stock [Line Items]
Award vesting period	6 months
Maximum \| Restricted Stock Units
Class of Stock [Line Items]
Award vesting period	3 years
Maximum \| Share-based payment arrangement, option
Class of Stock [Line Items]
Award vesting period	3 years
Subordinate Voting Shares
Class of Stock [Line Items]
Shares issued (in shares)	313,746,238
Shares outstanding (in shares)	313,746,238
Common stock, votes per share \| vote	1
Conversion of stock, shares issued (in shares)	14,031,070
Proportionate Voting Shares
Class of Stock [Line Items]
Shares issued (in shares)	170,724
Shares outstanding (in shares)	170,724
Common stock, votes per share \| vote	100
Conversion of stock, shares converted (in shares)	140,311

SHARE CAPITAL - Schedule of Stock Options Roll Forward (Details) - $ / shares	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Number of Shares
Beginning balance (in shares)	56,078
Vested (in shares)	18,798
Ending balance (in shares)	24,167	56,078
Weighted Avg. Exercise Price C$
Beginning balance (in dollars per share)	$ 30.60
Vested (in dollars per share)	30.60
Ending balance (in dollars per share)	$ 30.60	$ 30.60
Weighted Average Remaining Contractual Life
Exercisable	8 years 8 months 1 day	9 years 1 month 28 days

SHARE CAPITAL - Schedule of Unvested Restricted Stock Units Roll Forward (Details) - Restricted Stock Units	6 Months Ended
	Jun. 30, 2022 $ / shares shares
Number of Shares
Beginning Balance (in shares) \| shares	2,413,887
Granted (in shares) \| shares	2,748,440
Forfeited (in shares) \| shares	975
Vested (in shares) \| shares	1,189,055
Ending balance (in shares) \| shares	3,972,297
Weighted Avg. Grant Date Fair Value C$
Beginning balance \| $ / shares	$ 30.49
Granted (in dollars per share) \| $ / shares	10.57
Forfeited (in dollars per share) \| $ / shares	23.97
Vested (in dollars per share) \| $ / shares	30.65
Ending balance \| $ / shares	$ 16.66

SHARE CAPITAL - Share-Based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity (Details) - $ / shares	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Equity [Abstract]
Weighted average grant date fair value (per share) of RSUs granted (C$) (in dollars per share)	$ 16.66	$ 30.60
Intrinsic value of RSUs vested, using market price at vest date (C$) (in thousands) (in dollars per share)	$ 15,410	$ 0

SHARE CAPITAL - Share-Based Payment Arrangement, Expensed and Capitalized, Amount (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total Stock Based Compensation Expense	$ 13,492	$ 12,580	$ 24,405	$ 18,333
Stock Options Expense
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total Stock Based Compensation Expense	62	115	125	168
Restricted Stock Units
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total Stock Based Compensation Expense	$ 13,430	$ 12,465	$ 24,280	$ 18,165

INCOME TAXES - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Income Tax Disclosure [Abstract]
Income before Income Taxes	$ 1,256	$ (6,152)	$ 26,847	$ 3,642
Tax expense	$ (11,103)	$ (23,438)	$ (36,617)	$ (39,852)
Effective Tax Rate	662.90%	381.00%	112.30%	1093.80%

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 940
-SubTopic 20
-Section 25
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=126941158&loc=d3e41242-110953

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(10))
-URI https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(8))
-URI https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 235
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-05(b)(2))
-URI https://asc.fasb.org/extlink&oid=120399901&loc=d3e537907-122884

Reference 9: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
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Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
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-Section S99
-Paragraph 1
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-URI https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

+ Details

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

INCOME TAXES - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
INCOME TAXES - Narrative (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Jun. 30, 2021
Income Tax Disclosure [Abstract]
Income taxes paid	$ 37,323	$ 16,325

LEASES - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
LEASES - Narrative (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Lessee, Lease, Description [Line Items]
Operating lease expense	$ 3,734	$ 2,536	$ 7,120	$ 3,908
Cost of Sales
Lessee, Lease, Description [Line Items]
Operating lease expense	$ 173	$ 216	$ 320	$ 432

LEASES - Lease, Cost (Details)	Jun. 30, 2022	Dec. 31, 2021
Leases [Abstract]
Weighted average remaining lease term (years)	8 years 3 months 3 days	8 years 6 months 7 days
Weighted average discount rate	8.03%	8.11%

LEASES - Lessee, Operating Lease, Liability, Maturity (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Leases [Abstract]
Remainder 2022	$ 6,851	$ 11,457
2023	13,244	11,024
2024	12,519	10,348
2025	11,590	9,717
2026	10,722	8,818
2027 and Thereafter	47,894	38,177
Total Lease Payments	102,820	89,541
Less: Interest	(28,737)	(26,166)
Present Value of Lease Liability	$ 74,083	$ 63,375

SEGMENTS - Narrative (Details) $ in Thousands	6 Months Ended
SEGMENTS - Narrative (Details) $ in Thousands	Jun. 30, 2022 USD ($) segment reportingUnit	Dec. 31, 2021 USD ($)
Segment Reporting Information [Line Items]
Number of reportable segments \| segment	2
Goodwill	$ 376,637	$ 368,130
Number of reporting units \| reportingUnit	12
Cultivation
Segment Reporting Information [Line Items]
Goodwill	$ 92,166	91,116
Retail
Segment Reporting Information [Line Items]
Goodwill	$ 284,471	$ 277,014

- Definition

+ References + Details

SEGMENTS - Schedule of Segment Reporting Information, by Segment (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Segment Reporting Information [Line Items]
Total Revenue, net of discounts	$ 223,662	$ 199,066	$ 425,897	$ 319,961
Total Depreciation and Amortization	35,477	24,274	69,911	36,057
Total Income Taxes	11,103	23,438	36,617	39,852
Intersegment Eliminations
Segment Reporting Information [Line Items]
Total Revenue, net of discounts	(29,319)	(17,119)	(44,426)	(24,580)
Cultivation
Segment Reporting Information [Line Items]
Total Depreciation and Amortization	19,089	13,963	38,814	22,282
Total Income Taxes	1,265	8,080	12,502	11,776
Cultivation \| Operating Segments
Segment Reporting Information [Line Items]
Total Revenue, net of discounts	67,673	59,312	120,681	108,473
Retail
Segment Reporting Information [Line Items]
Total Depreciation and Amortization	16,388	10,311	31,097	13,775
Total Income Taxes	9,838	15,358	24,115	28,076
Retail \| Operating Segments
Segment Reporting Information [Line Items]
Total Revenue, net of discounts	$ 185,308	$ 156,873	$ 349,642	$ 236,068

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9031-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9038-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 4
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130543-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-Section 50
-Paragraph 22
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9054-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 5
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130545-203045

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 924
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-URI https://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

+ Details

LOYALTY OBLIGATIONS (Details)	6 Months Ended	12 Months Ended
LOYALTY OBLIGATIONS (Details)	Jun. 30, 2022 USD ($) loyaltyPoint	Dec. 31, 2021 USD ($) loyaltyPoint
Disaggregation of Revenue [Line Items]
Percentage of loyalty points estimated to not be redeemed	25.00%	25.00%
Remaining outstanding loyalty points, expected timing of satisfaction, period		1 year
Loyalty points outstanding \| loyaltyPoint	16,214,786,000	111,475,459,000
Contract with customer, liability, current	$ 2,044,000	$ 2,620,000
Loyalty point expiration period	6 months
Minimum
Disaggregation of Revenue [Line Items]
Loyalty program standalone selling price per loyalty point	$ 0.02	0.05
Maximum
Disaggregation of Revenue [Line Items]
Loyalty program standalone selling price per loyalty point	$ 0.06	$ 0.08

CONSOLIDATION - Schedule of Variable Interest Entities (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Variable Interest Entity [Line Items]
Current Assets	$ 287,956	$ 277,044
Current Liabilities	586,777	470,516
Non-Current Liabilities	469,468	596,333
Non-Controlling Interest	0	1,276
Equity attributable to Verano Holdings, Corp.	1,548,725	1,480,530
Consolidated VIE
Variable Interest Entity [Line Items]
Current Assets	43,362	43,045
Due To/(From)	(68,307)	(25,723)
Non-Current Assets	96,342	207,908
Current Liabilities	14,359	32,934
Non-Current Liabilities	11,134	45,873
Non-Controlling Interest	0	1,276
Equity attributable to Verano Holdings, Corp.	45,904	145,147
Consolidated VOE
Variable Interest Entity [Line Items]
Current Assets	0	20,464
Due To/(From)	0	14,228
Non-Current Assets	0	226,108
Current Liabilities	0	22,659
Non-Current Liabilities	0	45,603
Non-Controlling Interest	0	0
Equity attributable to Verano Holdings, Corp.	$ 0	$ 192,538

CONSOLIDATION - Narrative (Details) $ in Millions	6 Months Ended
CONSOLIDATION - Narrative (Details) $ in Millions	Jun. 30, 2022 USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Variable interest entity, measure of activity, expense	$ 3

FAIR VALUE MEASURMENTS - Narrative (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Mar. 01, 2022	Dec. 31, 2021	Mar. 30, 2016
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Long-term debt	$ 402,629			$ 289,925
Long-term debt, current maturities	258,880			$ 13,771
Decrease in fair value of contingent consideration	(9,102)	$ 0
Fair Value, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments	3,842
Level 1 \| Fair Value, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments	3,842
Agri-Kind, LLC And Agronomed Biologics
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Decrease in fair value of contingent consideration	$ (2,329)
ILDISP, LLC
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Percentage of voting interests acquired			50.00%		50.00%

FAIR VALUE MEASURMENTS - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and Cash Equivalents	$ 92,833	$ 99,118
Investments	3,842
Acquisition Consideration Payable	(66,901)	(208,349)
Total	29,774	(109,231)
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and Cash Equivalents	92,833	99,118
Investments	3,842
Acquisition Consideration Payable	0	0
Total	96,675	99,118
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and Cash Equivalents	0	0
Investments	0
Acquisition Consideration Payable	0	0
Total	0	0
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and Cash Equivalents	0	0
Investments	0
Acquisition Consideration Payable	(66,901)	(208,349)
Total	$ (66,901)	$ (208,349)

SUBSEQUENT EVENTS (Details) - USD ($) $ in Thousands	1 Months Ended
SUBSEQUENT EVENTS (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Jul. 11, 2021
PharmaCann Virginia LLC \| Forecast
Subsequent Event [Line Items]
Payments to acquire businesses	$ 5,000,000
Agronomed Holdings, Inc.
Subsequent Event [Line Items]
Business combination, recognized identifiable assets acquired and liabilities assumed, noncurrent liabilities, long-term debt		$ 13,000