0001628280-22-029620 | 10-Q | XBRL Viewer

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2022	Nov. 11, 2022
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 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	Q3
Entity Central Index Key	0001848416
Amendment Flag	false
Subordinate Voting Shares
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		324,317,749
Proportionate Voting Shares
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		133,823

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Current Assets:
Cash and Cash Equivalents	$ 76,418	$ 99,118
Accounts Receivable, net	15,201	17,410
Notes Receivable	0	285
Inventory	168,142	140,703
Prepaid Expenses and Other Current Assets	35,309	19,528
Total Current Assets	295,070	277,044
Property, Plant and Equipment, net	533,753	452,232
Right of Use Assets, net	77,507	61,346
Intangible Assets, net	1,326,601	1,379,913
Goodwill	380,408	368,130
Investment in Associates	7,043	7,491
Deposits and Other Assets	2,645	2,499
TOTAL ASSETS	2,623,027	2,548,655
Current Liabilities:
Accounts Payable	52,205	45,172
Accrued Liabilities	32,054	42,149
Income Tax Payable	222,323	154,512
Current Portion of Lease Liabilities	8,532	6,563
Current Portion of Notes Payable	15,344	13,771
Acquisition Consideration Payable	53,739	208,349
Total Current Liabilities	384,197	470,516
Long-Term Liabilities:
Deferred Revenue	215	1,183
Notes Payable, net of Current Portion	376,791	276,154
Lease Liabilities, net of Current Portion	71,811	56,812
Deferred Income Taxes	249,719	262,184
Total Long-Term Liabilities	698,536	596,333
TOTAL LIABILITIES	1,082,733	1,066,849
SHAREHOLDERS’ EQUITY	1,540,294	1,480,530
NON-CONTROLLING INTEREST	0	1,276
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$ 2,623,027	$ 2,548,655

Unaudited Interim Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Revenues, net of Discounts	$ 227,588	$ 206,469	$ 653,485	$ 526,430
Cost of Goods Sold, net	104,594	108,268	333,759	304,729
Gross Profit	122,994	98,201	319,726	221,701
Selling, General, and Administrative Expenses	85,710	76,477	275,531	189,155
Operating Income (Loss)	37,075	23,013	45,846	35,283
Other Income (Expense):
Gain (loss) on Disposal of Property, Plant and Equipment	1,443	(9)	251	(438)
Gain on Deconsolidation	75	0	9,560	0
Gain on Previously Held Equity Interest	175	0	14,103	0
Interest Expense, net	(11,785)	(8,113)	(34,082)	(15,314)
Other Income (Expense), net	(595)	233	17,557	(764)
Total Other Income (Expense)	(10,687)	(7,889)	7,389	(16,516)
Net Income Before Provision for Income Taxes and Non-Controlling Interest	26,388	15,124	53,235	18,767
Provision For Income Taxes	(69,381)	(27,086)	(105,998)	(66,939)
Net Loss Before Non-Controlling Interest	(42,993)	(11,962)	(52,763)	(48,172)
Net Income Attributable to Non-Controlling Interest	0	551	291	1,915
Net Loss Attributable to Verano Holdings Corp.	$ (42,993)	$ (12,513)	$ (53,054)	$ (50,087)
Net Loss per share - basic (in dollars per share)	$ (0.13)	$ (0.04)	$ (0.16)	$ (0.18)
Net Loss per share - diluted (in dollars per share)	$ (0.13)	$ (0.04)	$ (0.16)	$ (0.18)
Basic - weighted average shares outstanding (in shares)	332,872,464	313,674,044	329,240,200	281,961,659
Diluted - weighted average shares outstanding (in shares)	332,872,464	313,674,044	329,240,200	281,961,659
Consolidated VIE
Operating Income (Loss)	$ (209)	$ 1,289	$ 1,651	$ 2,737

Unaudited Interim Condensed Consolidated Statements of Changes in Shareholders' Equity - USD ($) $ in Thousands	Total	SVS Shares (as converted)	Share Capital	Accumulated Other Comprehensive Income	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]
Share-based compensation (in shares)		932,525
Share-based compensation	34,923		34,923
Issuance of shares in conjunction with acquisitions (in shares)		20,653,051
Issuance of shares in conjunction with acquisitions	381,302		381,302
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
Purchase of Non-controlling interest	(12,265)		505		(6,975)	(5,795)
Distributions to minority holders	(1,475)					(1,475)
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)	(48,172)				(50,087)	1,915
Ending balance (in shares) at Sep. 30, 2021		315,199,351
Ending balance at Sep. 30, 2021	1,332,533		1,379,466		(47,815)	882
Beginning balance (in shares) at Jun. 30, 2021		307,223,181
Beginning balance at Jun. 30, 2021	1,233,041		1,253,867		(28,327)	7,501
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation (in shares)		932,525
Share-based compensation	13,826		13,826
Issuance of shares in conjunction with acquisitions (in shares)		7,043,645
Issuance of shares in conjunction with acquisitions	111,268		111,268
Purchase of Non-controlling interest	(12,265)		505		(6,975)	(5,795)
Distributions to minority holders	(1,375)					(1,375)
Net income (loss)	(11,962)				(12,513)	551
Ending balance (in shares) at Sep. 30, 2021		315,199,351
Ending balance at Sep. 30, 2021	1,332,533		1,379,466		(47,815)	882
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)		2,613,337
Share-based compensation	36,664		36,664
Issuance of shares in conjunction with acquisitions (in shares)		3,925,683
Issuance of shares in conjunction with acquisitions	31,116		31,116
Non-controlling interest adjustment for change in ownership	(1,567)					(1,567)
Foreign Currency Translation Adjustment	103			$ 103
Contingent consideration & other adjustments to purchase accounting (in shares)		5,310,540
Contingent consideration & other adjustments to purchase accounting	44,935		44,935
Net income (loss)	(52,763)				(53,054)	291
Ending balance (in shares) at Sep. 30, 2022		336,162,222
Ending balance at Sep. 30, 2022	1,540,294		1,648,480	103	(108,289)	0
Beginning balance (in shares) at Jun. 30, 2022		330,818,664
Beginning balance at Jun. 30, 2022	1,548,725		1,614,021		(65,296)	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation (in shares)		1,815,430
Share-based compensation	12,399		12,399
Issuance of shares in conjunction with acquisitions (in shares)		1,714,358
Issuance of shares in conjunction with acquisitions	12,356		12,356
Foreign Currency Translation Adjustment	103			103
Contingent consideration & other adjustments to purchase accounting (in shares)		1,813,770
Contingent consideration & other adjustments to purchase accounting	9,704		9,704
Net income (loss)	(42,993)				(42,993)
Ending balance (in shares) at Sep. 30, 2022		336,162,222
Ending balance at Sep. 30, 2022	$ 1,540,294		$ 1,648,480	$ 103	$ (108,289)	$ 0

Unaudited Interim Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
CASH FLOW FROM OPERATING ACTIVITIES
Net loss attributable to Verano Holdings Corp. and Subsidiaries	$ (53,054)	$ (50,087)
Net income attributable to non-controlling interest	291	1,915
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	106,230	65,620
Right of use assets amortization	6,465	3,643
Non-cash interest expense	2,183	5,082
Non-cash interest income	0	(145)
Non-cash inventory step-up expense on acquisitions	6,818	80,907
(Gain) Loss on disposal of property, plant and equipment	(251)	438
Gain on deconsolidation	(9,560)	0
Gain on investments in associates	(14,103)	(1,475)
Bad debt expense	152	85
Amortization of debt issuance costs	5,039	1,248
Unrealized gain on foreign currency translation	(26)	0
Unrealized loss on marketable securities	1,781	0
Income from underlying investees	(101)	(1,408)
Stock earnout for acquisitions	0	2,084
Increase (decrease) in fair value of contingent consideration	(13,925)	1,212
Stock based compensation	34,225	31,722
Changes in operating assets and liabilities:
Accounts receivable	2,056	(14,263)
Inventory	(28,997)	(49,175)
Prepaid expenses and other current assets	(13,306)	(1,546)
Deposits and other assets	(299)	(1,147)
Accounts payable	6,152	(541)
Accrued liabilities	(17,356)	(8,851)
Lease liabilities	(5,634)	(2,514)
Income tax payable	65,701	57,723
Deferred taxes	(14,199)	0
Other, net	(971)	(662)
NET CASH PROVIDED BY OPERATING ACTIVITIES	65,311	119,865
CASH FLOW FROM INVESTING ACTIVITIES
Purchases of property, plant and equipment	(109,720)	(91,952)
Proceeds from disposal of assets	6,006	896
Distributions to minority members	0	(1,475)
Purchases of intangible assets	0	(8,374)
Purchase of non-controlling interest	0	(7,840)
Acquisition of business, net of cash acquired	(101,396)	(217,372)
Proceeds from sale of deconsolidation and investment in associates	19,826	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	103
NET CASH USED IN INVESTING ACTIVITIES	(185,284)	(314,874)
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from issuance of notes payable	122,057	100,000
Principal repayments of notes payable	(21,901)	(9,843)
Debt issuance costs paid	(2,986)	(5,132)
Proceeds received from RTO Financing, net	0	75,420
Cash received from warrant private placement	0	75,100
NET CASH PROVIDED BY FINANCING ACTIVITIES	97,170	235,545
Effects of exchange rate fluctuations on cash and cash equivalents	103	0
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	(22,700)	40,536
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	99,118	16,402
CASH AND CASH EQUIVALENTS, END OF PERIOD	76,418	56,938
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid, net	31,899	10,378
NONCASH INVESTING AND FINANCING ACTIVITIES
Accrued capital expenditures	5,875	7,928
Issuance of shares under business combinations	76,010	1,007,322
Acquisitions
Tangible and intangible assets acquired, net of cash	35,713	1,428,910
Liabilities assumed	(10,616)	(302,437)
Acquisition consideration payable	64,021	(1,208,143)
Goodwill	12,278	299,042
Total	$ 101,396	$ 217,372

OVERVIEW AND BASIS OF PRESENTATION

9 Months Ended

Sep. 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

Unless otherwise stated or the context requires otherwise, references herein to the "Company,” “Verano,” "we," "us," and "our" 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 14 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 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., 4th Floor, 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 and 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 restated audited consolidated financial statements and notes thereto for as of and for the year ended December 31, 2021, included in the Company’s Amendment No. 2 to Form 10 filed with the SEC on August 19, 2022 (the "2021 Annual Audited Financials"), which amended the Company's registration statement on Form 10 initially filed with the SEC on April 26, 2022, as further amended on June 17, 2022 and September 8, 2022 (as amended through September 8, 2022, the "Form 10"). The accompanying unaudited interim condensed consolidated financial statements include the accounts of Verano Holdings, Corp. and its direct and indirect 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 unaudited interim 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 such financial statements and in the accompanying notes. Actual results may differ materially from these estimates. The results of operations for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the 2022 full year or any future 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 Form 10.

(c)Restatement of Previously Issued Consolidated Financial Statements

The notes included herein should be read in conjunction with the Company’s 2021 Annual Audited Consolidated Financial Statements. As described in the Form 10, the Company restated it's previously issued consolidated financial statements for each of the quarterly and year-to-date periods ended March 31, 2022, December 31, 2021, and March 31, 2021 (collectively, as the "Restatements"). 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 Form 10. As a result of the error related to stock-based compensation, the Company increased Inventories 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 Inventories 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 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 quarters ended March 31, 2022 and 2021, for these restatement items. The Company’s accounting for distributions from a consolidated entity was corrected in the Restatements 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, 2022. Additionally, The Company determined that it had information after March 31, 2022 but before the March 31, 2022 financials were publicly filed regarding the Connecticut Pharmaceutical Solutions, Inc. and The Healing Center, LLC acquisition earnouts, as described in Note 8 - Transactions, below. As a result, the Company recognized an aggregate $4,760 reduction in these expected acquisition earnouts which was recorded in the quarter ended March 31, 2022 to reflect the subsequent information indicating a lower liability. For additional information regarding the Restatements, please refer to the Form 10.

(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 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 periods 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, the Company assumes 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, if any, 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 nine months ended September 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 March 2020, the World Health Organization categorized coronavirus disease 2019 (together with its variants, “COVID-19”) as a pandemic. COVID-19 has spread throughout the U.S. and other countries across the world. Although the duration and severity of its effects are currently unknown, the Company continues to assess the potential impact on the Company and evaluate actions to strengthen its financial position and support the continuity of its business and operations in response to the effects of COVID-19.

While the Company believes that its revenue, gross profit and operating income were not adversely impacted by COVID-19 during the three and nine months ended September 30, 2022, the uncertain nature of the spread of variants of COVID-19 could alter the Company’s financial results and business operations, including as a result of any lockdowns mandated by governmental authorities and the potential quarantine of the Company’s employees or of its supply chain partners’ employees.

The Company’s unaudited interim condensed consolidated financial statements presented herein reflect estimates and assumptions made by management taking into account, among other matters, the impact of COVID-19. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of such 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.

REVERSE TAKEOVER TRANSACTION ("RTO")

9 Months Ended

Sep. 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 and currently a subsidiary of the Company ("Verano LLC"), 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”). As part of the RTO Financing, the Company issued a total of 10,000,000 Subordinate Voting Shares to the purchasers of the Subscription Receipts, issued 578,354 Subordinate Voting Shares and paid $4,580 in transactions costs to the offering agents as a broker fee, for a net RTO Financing amount of $95,420.

The Public Corporation reorganized its capital structure 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 subsequently was liquidated, and the net proceeds of the RTO Financing were transferred to the Company, as the resulting corporation in the RTO.

The members of Verano LLC, and owners of certain of its subsidiaries, through a series of transactions, exchanged their ownership interests in Verano 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 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. In addition, upon the consummation of the acquisitions 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 future cash installments, all of which have been paid in full. Refer to Note 8 - Transactions, below for additional details of the acquisitions of the AME Parties and related transactions.

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


1 Such amounts not in Thousands

INVENTORY

9 Months Ended

Sep. 30, 2022

Inventory Disclosure [Abstract]

INVENTORY


3.INVENTORY

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


	September 30, 2022		December 31, 2021
			(As Restated)
Raw Materials	$	6,702	$	5,767
Work in Process	123,603		96,367
Finished Goods	37,837		38,569

Total Inventory	$	168,142	$	140,703

PROPERTY, PLANT AND EQUIPMENT

9 Months Ended

Sep. 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 September 30, 2022 and December 31, 2021:


	September 30, 2022		December 31, 2021

Land	$	31,243	$	29,399
Buildings and Improvements	184,556		126,020
Furniture and Fixtures	18,068		13,259
Computer Equipment and Software	23,035		14,078
Leasehold Improvements	207,262		182,514
Tools and Equipment	86,933		65,774
Vehicles	4,836		3,229
Assets Under Construction (1)	53,813		64,107

Total Property, Plant and Equipment	609,746		498,380
Less: Accumulated Depreciation	(75,993)		(46,148)

Property, Plant and Equipment, Net	$	533,753	$	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 September 30, 2022 and September 30, 2021, depreciation expense included in costs of goods sold totaled $8,504 and $5,770, respectively. For the three months ended September 30, 2022 and September 30, 2021, depreciation expense included in selling, general, and administrative expense totaled $2,782 and $1,932, respectively. For the nine months ended September 30, 2022 and September 30, 2021, depreciation expense included in costs of goods sold totaled $22,871 and $14,575, respectively. For the nine months ended September 30, 2022 and September 30, 2021, depreciation expense included in selling, general, and administrative expense totaled $8,502 and $5,066, respectively.

INTANGIBLE ASSETS AND GOODWILL

9 Months Ended

Sep. 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 as of the acquisition date. Amortization of definite life intangible assets is provided on a straight-line basis over their estimated useful lives. The estimated useful lives, residual values, and amortization methods for intangible assets are reviewed by the Company at each year end, and any changes in estimates are accounted for prospectively.

As of September 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	21,545		—		—		21,545
Adjustments to purchase price allocation	—		—		—		—
Disposals	—		—		—		—
Balance as of September 30, 2022	$	1,407,676	$	54,166	$	11,603	$	1,473,445

Accumulated Amortization
Balance as of January 1, 2022	66,703		4,158		1,126		71,987
Amortization	69,869		4,065		923		74,857
Balance as of September 30, 2022	$	136,572	$	8,223	$	2,049	$	146,844

Net Book Value
Balance as of January 1, 2022	1,319,428		50,008		10,477		1,379,913
Balance as of September 30, 2022	$	1,271,104	$	45,943	$	9,554	$	1,326,601

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

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


Year Ending December 31:	Estimated Amortization
2022 (Remaining)	$	25,125
2023	100,499
2024	100,499
2025	100,499
2026	99,772
Thereafter	900,207
	$	1,326,601

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


	January 1, 2022		Impairment		Adjustments to purchase price allocation		Acquisitions		September 30, 2022
Cultivation	$	91,116	$	—	$	1,050	$	—	$	92,166
Retail	277,014		—		912		10,316		288,242
Total	$	368,130	$	—	$	1,962	$	10,316	$	380,408

During the quarter ended March 31, 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 that resulted in changes in the provisional amounts recognized for inventory, income taxes and accrued payables.

During the quarter ended September 30, 2022, the Company recorded a purchase price adjustment for the December 20, 2021 acquisition of Caring Nature, LLC. The purchase price adjustment was an increase to consideration transferred and was reflected as an increase of $56 to goodwill.

During the quarter ended September 30, 2022, the Company recorded measurement period adjustments in connection with the March 11, 2022 acquisition of 420 Capital Management, LLC ("Greengate"). 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 that resulted in changes in the provisional amounts recognized for cash and accounts payable.

EARNINGS (LOSSES) PER SHARE

9 Months Ended

Sep. 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 (with outstanding Proportionate Voting Shares accounted for 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, for the three and nine months ended September 30, 2022 and September 30, 2021 were as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Numerator
Net Loss attributable to Verano Holdings Corp.	$	(42,993)	$	(12,513)	$	(53,054)	$	(50,087)

Denominator
Basic
Pre-RTO weighted-average shares outstanding	—		—		—		158,203,932
Post-RTO weighted-average shares outstanding	—		313,674,044		—		303,832,637
Weighted-average shares outstanding – basic	332,872,464		313,674,044		329,240,200		281,961,659

Diluted
Pre-RTO weighted-average shares outstanding	—		—		—		158,203,932
Post-RTO weighted-average shares outstanding	—		313,674,044		—		303,832,637
Weighted-average shares outstanding – diluted	332,872,464		313,674,044		329,240,200		281,961,659

Net Loss per share - basic	$	(0.13)	$	(0.04)	$	(0.16)	$	(0.18)
Net Loss per share - diluted	$	(0.13)	$	(0.04)	$	(0.16)	$	(0.18)

Potentially dilutive securities of approximately 1,537,789 for the three and nine months ended September 30, 2022 were not included in the computation of diluted earnings per share because their effect would have been anti-dilutive.

NOTES RECEIVABLE

9 Months Ended

Sep. 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, dated August 13, 2020, was 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 by 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 420 Capital Management ("Greengate") transaction (see Note 8 - Transactions).

The second note, dated March 24, 2021, was 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 (see Note 8 - Transactions).

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

TRANSACTIONS

9 Months Ended

Sep. 30, 2022

Business Combination and Asset Acquisition [Abstract]

TRANSACTIONS


8.TRANSACTIONS

(a)Merger Agreement

On November 6, 2020, Verano 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 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 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 $101 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 the cash consideration was paid on August 11, 2021, and the remaining $5,000 of the cash consideration was paid in the first quarter of 2022. As of September 30, 2022, the total consideration had been paid in full.

The Company accounted for the transactions as a business combination in accordance with ASC 805, Business Combinations. The following table summarizes the purchase price allocation of the transactions:


	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


1 Such amount not in Thousands

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 nine months ended September 30, 2021, adjusted as if the AME Mergers, 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	$	526,430	$	22,402	$	548,832
Net income (loss)	(50,087)		10,933		(39,154)

(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 at the date of acquisition with any excess of the aggregate consideration over the fair values of the identifiable net assets allocated to goodwill. Operating results for the companies acquired 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. Please refer to the end of this section (b) 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 included 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 September 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 a 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 Company's Unaudited Interim Condensed Consolidated Statements of Operations includes net revenue of $9,154 and net income of $639 related to the acquiredoperations of Greengate for the nine months ended September 30, 2022.

WSCC, Inc.

On July 6, 2021, Verano entered into an agreement to acquire 100% of the equity interests of WSCC, Inc (“Sierra Well”). Sierra Well holds cannabis licenses that allows it to cultivate, produce and sell medical and recreational cannabis products in the state of Nevada through their dispensaries located in Carson City and Reno. The transaction closed on September 7, 2022.

Total consideration included cash of $6,085, of which $5,773 was paid at closing, $280 is to be paid upon settlement of purchase price adjustments and $32 is to be paid upon delivery of a letter of transmittal from one former shareholder. The transaction also included equity consideration of 1,536,685 Subordinate Voting Shares valued at $9,742 based on the fair value of the Subordinate Voting Shares as traded on the CSE on the date of the transaction, of which $7,663 or 1,208,745 Subordinate Voting Shares were issued at the closing of the transaction, $66 or 10,440 Subordinate Voting Shares will be issued upon the delivery of a letter of transmittal from one former shareholder, and $2,013 or 317,500 Subordinate Voting Shares were held back to secure indemnity claims, the balance of which will be paid 18 months subsequent to the closing of the transaction. The 10,440 Subordinate Voting Shares due to a former shareholder and 317,500 Subordinate Voting Shares held back to secure indemnity claims met equity classification at closing in accordance with ASC 815. As of September 30, 2022, the present value of unpaid deferred consideration of $312 is included in the Acquisition Consideration Payable balance on the Company’s Consolidated Balance Sheet.

fair value. The Company recognized an intangible asset for the cannabis licenses acquired at a fair value of $8,264. The residual purchase price of $2,035 was recognized as goodwill. The Company also recognized an additional $1,735 to goodwill related to the deferred tax liability associated with the acquired cannabis licenses. The Company recognized a $2,416 long term indemnified asset measured using the same assumptions used to identify a $2,416 uncertain tax position, which is fully indemnified as outlined in the agreement.

The Company's Consolidated Statements of Operations includes net revenue of $990 and net loss of $270 related to the acquired operations of Sierra Well for the nine months ended September 30, 2022.

The following table summarizes the provisional accounting estimates of the two acquisitions that occurred during the nine months ended September 30, 2022:


	Greengate		Sierra Well

Cash and cash equivalents	$	2,315	$	130
Inventory	1,021		2,554
Prepaid & other current Assets	324		149
Deposits and Other non-current assets	45		2,452
Property, plant and equipment, net	1,673		4,477
Right-of-use asset, Net	1,836		286
Accounts payable and accrued liabilities	(1,569)		(1,818)
Deferred taxes	—		(1,735)
Other liabilities	(72)		(2,416)
Lease liabilities	(1,836)		(286)

Total identifiable net assets (liabilities)	3,737		3,793
Total Intangible assets	19,826		12,034

The unaudited pro forma information set forth below gives effect to the Greengate and Sierra Well acquisitions as if they had occurred on January 1, 2022. 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 transactions been consummated as of that time nor does it purport to be indicative of future financial operation results.

Pro forma net revenues and net loss for the nine months ended September 30, 2022 are $666,201 and $52,089, respectively. Please refer to the end of this section (b) for the pro forma revenue and earnings as if the transactions had occurred on January 1, 2021.

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 September 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 a 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”), which was a non-profit company at such time. Emerald operates a canabis 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 and fully consolidated by the Company, and the MSA was terminated in connection therewith.

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. As of September 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 a 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 an additional $6,548 to goodwill related to the deferred tax liability associated with the acquired 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 and the entity became wholly-owned and fully consolidated by the Company.

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 September 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 a 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 an additional $11,914 to goodwill related to the deferred tax liability associated with the acquired 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”), which was a non-profit company at such time. Local Joint 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 and fully consolidated by the Company, and the MSA was terminated in connection therewith.

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 September 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 a 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 held 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 executives' 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 and fully consolidated by the Company, and the MSAs were terminated.

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 September 30, 2022, the present value of unpaid deferred consideration of $11,565 is included in the Acquisition Consideration Payable balance on the Company’s Consolidated Balance Sheet.

The Company engaged an independent valuation expert that uses appropriate valuation techniques, generally based on a 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 an additional $23,598 to goodwill related to the deferred tax liability associated with the acquired cannabis license.

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 September 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 a 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 THC Real Estate for an aggregate cash 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.

Consideration for the equity interests in The Healing Center included cash consideration of $56,892, plus a $2,355 purchase price adjustment, of which $31,463 was paid at closing and an additional $27,784 was paid 60 days after the closing. In addition, 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.

The transaction also included $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 also recognized gains of $502 and $4,158 on the decrease in contingent consideration for the three and nine months ended September 30, 2022, respectively. To satisfy the contingent consideration, the Company paid $7,116 in cash during the first quarter of 2022 and in the third quarter of 2022 issued 618,291 fully vested restricted stock units entitling the holder thereof to one Subordinate Voting Share in respect of each restricted stock unit, valued at approximately $3,048 based on the fair value of the Subordinate Voting Shares as derived from the closing price on the CSE on the grant date. As of September 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 a forecast of the present value of expected future net cash flows, to determine the intangible assets appropriate fair value. The Company recognized the cannabis license acquired as an intangible asset with 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 with proceeds from a credit facility with Chicago Atlantic Credit Company (“CACC”) 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 CACC credit facility, which was paid net of proceeds upon closing. The Company amortizes debt issuance costs through interest expense over the life of the CACC 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 September 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 a 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 $33,971 of contingent consideration. During the first quarter of 2022, the Company paid $31,500 of contingent consideration in cash. The remaining contingent consideration was satisfied by the issuances of additional Subordinate Voting Shares for six month and 12 month share price protection, which was assigned an aggregate initial fair value of $2,483 using Monte Carlo simulation models. The fair value of the contingent consideration was 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 issuance to satisfy the six-month contingency. During the third quarter of 2022, the Company issued an additional 594,736 Subordinate Voting Shares valued at approximately $3,311 based on the fair value of the Subordinate Voting Shares as traded on the CSE on the date of issuance to satisfy the 12-month contingency. The Company recognized a $2,147 loss for the changes in the fair value of contingent consideration for the nine months ended September 30, 2022. As of September 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 a forecast of the present value of expected future net cash flows, to determine the appropriate fair value of the intangible assets. 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.

Consideration included cash consideration of $10,473 paid upon closing plus 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 and $42,493 of contingent consideration. The contingent consideration was related to earnouts and six 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 was 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. In addition, the consideration included

During the first quarter of 2022, the Company paid $3,000 in cash and made two consideration payments in stock. First, the Company 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 issuance. Second, the Company issued 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 issuance to satisfy the six month contingency. During the third quarter of 2022, the Company issued 600,743 Subordinate Voting Shares valued at approximately $3,345 based upon the fair value of the Subordinate Voting Shares as traded on the CSE on the date issuance to satisfy the 12 month contingency. The Company recognized a $715 and $6,475 loss for the changes in the fair value of contingent consideration for the three and nine months ended September 30, 2022, respectively. As of September 30, 2022, the present value of unpaid deferred consideration of $25,715 is included in the Acquisition Consideration Payable balance on the Company’s Consolidated Balance Sheet. The remaining consideration is related to earnouts and is expected to be settled in the fourth quarter of 2022.

The Company engaged an independent valuation expert that uses appropriate valuation techniques, generally based on a 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 an additional $29,913 to goodwill related to the deferred tax liability associated with the acquired cannabis license.

Willow Brook Wellness, LLC

On September 13, 2021, the Company entered into an 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 September 30, 2022, the present value of unpaid deferred consideration of $7,084 is included in the Acquisition Consideration Payable balance on the Company’s Consolidated Balance Sheet and is expected to be settled through a cash payment due in the fourth quarter of 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, a purchase price adjustment of $56 paid in the second quarter of 2022 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. In the second quarter of 2022, the Company issued 808,258 Subordinate Voting Shares valued at approximately $5,540 based on the fair value of the Subordinate Voting Shares as traded on the CSE on the date of issuance. In the third quarter of 2022, the Company issued 505,613 Subordinate Voting Shares valued at approximately $2,614 based on the fair value of the Subordinate Voting Shares as traded on the CSE on the date of issuance. The Company recognized a $386 and $846 gain on the share issuance for the three and nine months ended September 30, 2022, respectively. As of September 30, 2022, the present value of unpaid deferred consideration of $4,992 is included in the Acquisition Consideration Payable balance on the Company’s Consolidated Balance Sheet.

The Company engaged an independent valuation expert that uses appropriate valuation techniques, generally based on a 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 payment of $6,402 and stock issuance of 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 September 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 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 deferred share issuances 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 issuance. The Company recognized a $7,023 gain on the share issuance for the period ended September 30, 2022. As of September 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 a 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.

Acquiree's Financial Information and Pro Forma Information

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


	Nine Months Ended September 30, 2021
	Verano Holdings		AME Merger		Other Acquisitions		Total

Revenues, net	$	264,528	$	143,793	$	118,109	$	526,430
Net loss	(33,557)		(13,576)		(2,954)		(50,087)


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

Revenues, net	$	93,668	$	54,393	$	58,408	$	206,469
Net income (loss)	(8,881)		(4,006)		374		(12,513)

The following table summarizes the unaudited pro forma information of the combined results of operations for the nine and three month periods ended September 30, 2021 of the AME Merger and other acquisition transactions that closed during the first nine 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.


	Nine Months Ended September 30, 2021
	Verano Holdings		AME Merger		Other Acquisitions		Total

Pro forma revenues, net	$	264,528	$	166,195	$	242,145	$	672,868
Pro forma net income (loss)	(33,557)		(2,644)		24,192		(12,009)
Pro forma adjustments
(a) intangible amortization	—		23,867		18,322		42,189
(b) inventory step up	—		71,538		9,369		80,907
Total pro forma adjustments	—		95,405		27,691		123,096
Total pro forma net income (loss)	$	(33,557)	$	92,761	$	51,883	$	111,087


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

Pro forma revenues, net	$	93,668	$	54,393	$	65,482	$	213,543
Pro forma net income (loss)	(8,881)		(4,006)		1,058		(11,829)
Pro forma adjustments
(a) intangible amortization	—		8,968		11,610		20,578
(b) inventory step up	—		25,742		2,977		28,719
Total pro forma adjustments	—		34,710		14,587		49,297
Total pro forma net income (loss)	$	(8,881)	$	30,704	$	15,645	$	37,468

(c)Asset Acquisitions

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 Unaudited Interim Condensed Consolidated Statement of Operations for the periods ended December 31, 2021 and September 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 September 30, 2022, the present value of unpaid deferred consideration is $3,466 and included in the Acquisition Consideration Payable balance on the Company’s Consolidated Balance Sheet. 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 added to the intangible license value included on the Company’s consolidated balance sheets. As of September 30, 2022, the total consideration had been paid in full.

(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 provided 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 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 sale 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 nine months ended September 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 VIE in accordance with ASC 810, Consolidations. TCE was treated as an equity method investment in accordance with ASC 323, Investments.

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 and $14,099 for Charleston and TCE, respectively. During the second quarter of 2022, the Company paid $244 in cash as a result of a downward working capital adjustment and decreased the initial gain recognized by $73 and $171 for Charleston and TCE, respectively. During the third quarter of 2022, the Company received $250 of cash due to the release of the cash indemnity hold back and increased the gain recognized by $75 and $175 for Charleston and TCE, respectively. The adjustments were reflected in other income (expense) in the Unaudited Consolidated Statement of Operations, resulting in year-to-date gains of $7,859 and $14,103 for Charleston and TCE, respectively, for the nine months ended September 30, 2022.

DEBT

9 Months Ended

Sep. 30, 2022

Debt Disclosure [Abstract]

DEBT


9. DEBT

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



	September 30, 2022		December 31, 2021

Credit Facility	$	350,000	$	250,000
Secured Promissory Notes	2,924		6,663
Mortgage Loans	42,695		38,856
Vehicle and Equipment Loans	2,007		1,951
Unamortized Debt Issuance Costs	(5,491)		(7,545)

Total Notes Payable	$	392,135	$	289,925

Less: Current Portion of Notes Payable	15,344		13,771

Total Long-Term Debt, net	$	376,791	$	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 senior secured term loan of $20,000 funded by various third-parties and an incremental senior secured loan of $10,000. Such loans bear 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 stated term 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 senior secured $100,000 term loan 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 loan was funded by various third-parties and matures 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 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 stated term of the debt instrument.

On October 20, 2021, the Credit Parties entered into a third amendment to the Amended and Restated Credit Agreement, pursuant to which an additional senior secured $120,000 loan was funded by third-parties resulting in $250,000 of total term loans 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 no later than July 2022 with 8.50% interest per annum, subject to restrictions and limitations. 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 senior secured $100,000 of term loan 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 September 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 September 30, 2022, the Company is in compliance with such financial covenants.

Mortgage

On June 29, 2022, the Company entered into an agreement with a 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.

On July 11, 2022, the Company repaid in full all outstanding obligations related to a senior secured loan with a private fund. The Company assumed the loan on July 11, 2021 in a principal amount of $13,000 as part of the acquisition of Agri-Kind.

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 were an accumulation of seven notes to finance construction of cultivation facilities in Florida and Arizona, and matured in June 2022. There is one related party that accounted for $150 of the outstanding principal amount as of December 31, 2021. As of September 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
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-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
-Name Accounting Standards Codification
-Topic 235
-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
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (g)
-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
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-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
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-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

9 Months Ended

Sep. 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 September 30, 2022, the Company had 322,771,033 Subordinate Voting Shares and 133,912 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 336,162,222 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 100 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 nine months ended September 30, 2022, the shareholders of the Company converted Proportionate Voting Shares to Subordinate Voting Shares for an impact of conversion of 177,123 Proportionate Voting Shares into 17,712,307 Subordinate Voting Shares.

(b)Stock-Based Compensation

The Company 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 can not exceed 10% of the Company’s then issued and outstanding share capital, determined 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 12 to 30 months 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
Unvested Options Balance as of December 31, 2021	56,078	30.60	9.16
Granted	—	—	—
Forfeited	4,774	24.00	—
Vested	30,595	30.31	—
Unvested Options Balance at September 30, 2022	20,709	29.92	8.39
Inception to date Vested and Exercisable at September 30, 2022	33,923	30.34	8.37

As of September 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, or expired, and 4,774 options were forfeited during the nine months ended September 30, 2022.

Restricted Stock Units (“RSUs”)

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


	Number of Shares	Weighted Avg. Grant Date Fair Value C$
Unvested RSUs at December 31, 2021	2,413,887	30.49
Granted	2,843,903	10.32
Forfeited	122,194	14.16
Vested	2,162,446	30.15
Unvested RSUs at September 30, 2022	2,973,150	11.72

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Stock Options	$	103	$	117	$	228	$	285
Restricted Stock Units	9,716		13,273		33,997		31,437
Total Stock Based Compensation Expense	$	9,819	$	13,390	$	34,225	$	31,722

INCOME TAXES

9 Months Ended

Sep. 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 nine months ended September 30, 2022 and 2021:


	Three Months Ended September 30,						Nine Months Ended September 30,
	2022			2021			2022			2021
Income before Income Taxes	$	26,388		$	15,124		$	53,235		$	18,767
Income Tax Expense	(69,381)			(27,086)			(105,998)			(66,939)
Effective Tax Rate	263		%	179		%	199		%	357		%

The effective tax rates for the three and nine months ended September 30, 2022 were based on the Company’s forecasted annualized effective tax rates. Additionally, net discrete tax items of $3,840 were recorded during the three months ended September 30, 2022, increasing the year to date discrete tax items to $8,578, as of September 30, 2022. Discrete items recorded to date primarily relate to penalties and interest on unpaid tax liabilities, the permanent impacts of stock compensation, and adjustments to December 31, 2021 year-ended tax return positions. The three and nine months ended September 30, 2021 tax provision were recorded discretely due to the lack of a reliable interim, full year U.S GAAP forecast that is necessary for utilization of the annual effective tax rate method.

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

Taxes paid during the nine months ended September 30, 2022 and 2021 were $57,887 and $16,385, 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

9 Months Ended

Sep. 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 its corporate office 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 provisions that expire through 2037. Certain leases also contain renewal provisions and provide for rent abatement and escalating payments.

During the three months ended September 30, 2022 and 2021, the Company recorded approximately $3,882 and $3,478 in operating lease expense, of which $155 and $216 was included in cost of goods sold for the same periods, respectively. During the nine months ended September 30, 2022 and 2021, the Company recorded approximately $11,001 and $7,386 in operating lease expense, of which $475 and $648 was included in cost of goods sold for the same periods, respectively.

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


	September 30, 2022		December 31, 2021

Weighted average remaining lease term (years)	8.39		8.52
Weighted average discount rate	8.03	%	8.11	%

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


Year Ending December 31,	Maturities of Lease Liability
Remainder 2022	$	3,681
2023	14,419
2024	13,721
2025	12,878
2026	12,005
2027 and Thereafter	55,458
Total Lease Payments	112,162
Less: Imputed Interest	(31,819)
Present Value of Lease Liability	$	80,343

CONTINGENCIES

9 Months Ended

Sep. 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 September 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

9 Months Ended

Sep. 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 September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Revenue, net of discounts
Cultivation (Wholesale)	$	80,226	$	57,898	$	200,908	$	166,371
Retail	184,219		172,206		533,860		408,274
Intersegment Eliminations	(36,857)		(23,635)		(81,283)		(48,215)
Total Revenue, net of discounts	227,588		206,469		653,485		526,430

Depreciation and Amortization
Cultivation (Wholesale)	20,727		16,083		59,540		38,365
Retail	15,592		13,481		46,690		27,255
Total Depreciation and Amortization	36,319		29,564		106,230		65,620

Income taxes
Cultivation (Wholesale)	33,450		5,396		45,952		17,173
Retail	35,931		21,690		60,046		49,766
Total Income Taxes	69,381		27,086		105,998		66,939

Goodwill assigned to the Cultivation (Wholesale) segment as of September 30, 2022 and December 31, 2021 was $92,166 and $91,116, respectively. Goodwill assigned to the Retail segment as of September 30, 2022 and December 31, 2021 was $288,242 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 13 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. Substantially, all revenues are derived from customers domiciled in the United States and substantially 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

9 Months Ended

Sep. 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 (breakage) prior to their 6 month expiration dates. As of September 30, 2022, there were 58,025,8091 points outstanding with an approximate value of $2,321 which is included in accrued liabilities. In addition, the Company assumed approximately $675 in loyalty obligations through the Sierra Well acquisition on their existing loyalty program, which is also included in accrued liabilities.


1 Such amount not in Thousands

CONSOLIDATION

9 Months Ended

Sep. 30, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

CONSOLIDATION


16.CONSOLIDATION

In accordance with ASC 810, the Company consolidates through VIE and VOE. 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 September 30, 2022 and December 31, 2021.


	Consolidated VIE		Consolidated VOE		Consolidated VIE		Consolidated VOE
	September 30, 2022				December 31, 2021
					(As Restated)
Current Assets	$	5,026	$	—	$	43,045	$	20,464
Due To/(From)	—		—		(25,723)		14,228
Non-Current Assets	95,358		—		207,908		226,108
Current Liabilities	17,171		—		32,934		22,659
Non-Current Liabilities	10,869		—		45,873		45,603
Non-Controlling Interest	—		—		1,276		—
Equity attributable to Verano Holdings, Corp.	72,344		—		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 state may limit the distribution or transfer of cash until license transfer.

The Company has entered into financing arrangements with certain VIEs to provide funding for potential capital expenditures including, but not limited to, the construction of dispensaries and other facilities.

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 were limited to the state of Arizona. As of September 30, 2022, the Company no longer has VOEs.

FAIR VALUE MEASURMENTS

9 Months Ended

Sep. 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 September 30, 2022 and December 31, 2021 was $392,135 and $289,925, which included $15,344 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 September 30, 2022
	Level 1		Level 2		Level 3		Total
Cash and Cash Equivalents	$	76,418	$	—	$	—	$	76,418
Investments	1,995		—		—		1,995
Acquisition Consideration Payable	—		—		(53,739)		(53,739)
Total	$	78,413	$	—	$	(53,739)	$	24,674


	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)

Additionally, during the nine months ended September 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 September 30, 2022, the fair value of the investment was $1,995, 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

9 Months Ended

Sep. 30, 2022

Subsequent Events [Abstract]

SUBSEQUENT EVENTS


18.SUBSEQUENT EVENTS

Goodness Growth Holdings - Termination of Arrangement Agreement and Subsequent Lawsuit

On January 31, 2022, Verano entered into an Arrangement Agreement (the “Arrangement Agreement”) with Goodness Growth Holdings, Inc., a British Columbia corporation (“GGH”), pursuant to which the Company agreed to acquire all of the issued and outstanding equity interests of GGH in exchange for equity interests in the Company (the “Arrangement”). A copy of the Arrangement Agreement was filed as Exhibit 10.13 to the Company’s Form 10.

On October 13, 2022, the Company provided written notice to GGH (the “Breach and Termination Notice”) stating that it was terminating the Arrangement Agreement for, among other things, (a) GGH failing to comply with covenants, (b) GGH breaching representations and warranties, and (c) GGH's board of directors failing to publicly reaffirm (without qualification) the Company Board Recommendation (as defined in the Arrangement Agreement), and also stating that GGH had suffered a Material Adverse Effect (as defined in the Arrangement Agreement).

The Breach and Termination Notice terminated the Arrangement Agreement (and all agreements ancillary thereto) and the Arrangement, immediately. As a result of the termination, the Company further asserted in the Breach and Termination Notice that GGH owes the Company a termination fee equal to $14,875 plus out-of-pocket fees and expenses up of to $3,000.

On October 21, 2022, GGH filed suit against the Company in the Supreme Court of British Columbia alleging that the Company breached (i) the Arrangement Agreement through, among other things, the purported wrongful repudiation of the Arrangement Agreement, (ii) the duty of good faith, and (iii) the duty of honest performance in contracts. The suit seeks monetary damages, the amount of which was not quantified by GGH and is unknown to the Company at this time. This suit is in the early stages of litigation. We believe the claims brought by GGH are without merit, and we intend to vigorously defend ourselves against these claims.

2022 Credit Agreement

On October 27, 2022, Verano and certain of its subsidiaries and affiliates from time-to-time party thereto (collectively, the “Borrowers”), entered into a Credit Agreement (the “2022 Credit Agreement”) with Chicago Atlantic Admin, LLC (“CAA”), as administrative agent for the lenders, and lenders from time-to-time party thereto, pursuant to which the lenders advanced the Borrowers a $350,000 senior secured term loan, all of which was used to repay the principal indebtedness outstanding under the Amended and Restated Credit Agreement. In connection with such repayment, the Amended and Restated Credit Agreement was terminated and is no longer in force or effect.

The 2022 Credit Agreement provides the Borrowers with the right, subject to conditions, to request an additional incremental term loan in the aggregate principal amount of up to $100,000; provided that the lenders elect to fund such incremental term loan. The loan requires scheduled amortization payments of $350 per month and the remaining principal balance is due in full on October 30, 2026.

The 2022 Credit Agreement also provides the Borrowers with the right to (a) incur up to $120,000 of additional indebtedness from third-party lenders secured by real estate excluded as collateral under the 2022 Credit Agreement, (b) incur additional mortgage financing from third-party lenders secured by real estate acquired after the closing date, and (c) upon the SAFE Banking Act or similar legislation making banking services available to U.S. cannabis companies being passed by the United States Congress, incur up to $50,000 pursuant to a revolving credit facility from third-party lenders that is pari passu or subordinated to the 2022 Credit Agreement obligations, each of which are subject to customary conditions.

The obligations under the 2022 Credit Agreement are secured by substantially all of the assets of the Borrowers, excluding vehicles, specified parcels of real estate and other customary exclusions.

The 2022 Credit Agreement provides for a floating annual interest rate equal to the prime rate then in effect plus 6.50%, which rate may be increased by 3.00% upon an event of default or 6.00% upon a material event of default as provided in the 2022 Credit Agreement.

At any time, the Company may voluntarily prepay up to $100,000 of the principal balance, subject to a $1,000 prepayment premium, and may make an additional prepayment of all outstanding principal balance for a prepayment premium at varying rates based on the timing of such prepayment. The Borrowers may not voluntarily prepay more than $100,000 of the principal balance without prepaying the entire outstanding principal balance of the loan.

The 2022 Credit Agreement includes customary representations and warranties and customary events of default, including, without limitation, payment defaults, breaches of representations and warranties, covenant defaults, cross-defaults to material indebtedness, and events of bankruptcy and insolvency.

The 2022 Credit Agreement also includes customary negative covenants limiting the Borrowers’ ability to incur additional indebtedness and grant liens that are otherwise not permitted, and the ability to enter into or consummate acquisitions or dispositions that are not otherwise permitted, among others. Additionally, the 2022 Credit Agreement

requires the Borrowers to meet certain financial tests regarding minimum cash balances, minimum levels of Adjusted EBITDA (as defined in the 2022 Credit Agreement) and a minimum fixed charge coverage ratio.

George Archos, the Chairman, Chief Executive Officer and Founder of the Company, participated in the 2022 Credit Agreement as a lender funding $1,000 of the 350,000 principal amount. Mr. Archos is excluded from certain approval rights of the lenders.

The foregoing description of the 2022 Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the 2022 Credit Agreement, which is attached as Exhibit 10.01 to the Company’s Form 8-K filed on October 27, 2022 with the SEC.

OVERVIEW AND BASIS OF PRESENTATION (Policies)	9 Months Ended
OVERVIEW AND BASIS OF PRESENTATION (Policies)	Sep. 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 and 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 restated audited consolidated financial statements and notes thereto for as of and for the year ended December 31, 2021, included in the Company’s Amendment No. 2 to Form 10 filed with the SEC on August 19, 2022 (the "2021 Annual Audited Financials"), which amended the Company's registration statement on Form 10 initially filed with the SEC on April 26, 2022, as further amended on June 17, 2022 and September 8, 2022 (as amended through September 8, 2022, the "Form 10").
Basis of Consolidation	The accompanying unaudited interim condensed consolidated financial statements include the accounts of Verano Holdings, Corp. and its direct and indirect 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 unaudited interim 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 such financial statements and in 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 periods 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, the Company assumes 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, if any, 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.
Intangible Assets	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 as of the acquisition date. Amortization of definite life intangible assets is provided on a straight-line basis over their estimated useful lives.

INVENTORY (Tables)

9 Months Ended

Sep. 30, 2022

Inventory Disclosure [Abstract]

Schedule of Inventory, Current

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


	September 30, 2022		December 31, 2021
			(As Restated)
Raw Materials	$	6,702	$	5,767
Work in Process	123,603		96,367
Finished Goods	37,837		38,569

Total Inventory	$	168,142	$	140,703

PROPERTY, PLANT AND EQUIPMENT (Tables)

9 Months Ended

Sep. 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 September 30, 2022 and December 31, 2021:


	September 30, 2022		December 31, 2021

Land	$	31,243	$	29,399
Buildings and Improvements	184,556		126,020
Furniture and Fixtures	18,068		13,259
Computer Equipment and Software	23,035		14,078
Leasehold Improvements	207,262		182,514
Tools and Equipment	86,933		65,774
Vehicles	4,836		3,229
Assets Under Construction (1)	53,813		64,107

Total Property, Plant and Equipment	609,746		498,380
Less: Accumulated Depreciation	(75,993)		(46,148)

Property, Plant and Equipment, Net	$	533,753	$	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)

9 Months Ended

Sep. 30, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Finite-Lived Intangible Assets

As of September 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	21,545		—		—		21,545
Adjustments to purchase price allocation	—		—		—		—
Disposals	—		—		—		—
Balance as of September 30, 2022	$	1,407,676	$	54,166	$	11,603	$	1,473,445

Accumulated Amortization
Balance as of January 1, 2022	66,703		4,158		1,126		71,987
Amortization	69,869		4,065		923		74,857
Balance as of September 30, 2022	$	136,572	$	8,223	$	2,049	$	146,844

Net Book Value
Balance as of January 1, 2022	1,319,428		50,008		10,477		1,379,913
Balance as of September 30, 2022	$	1,271,104	$	45,943	$	9,554	$	1,326,601

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense

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


Year Ending December 31:	Estimated Amortization
2022 (Remaining)	$	25,125
2023	100,499
2024	100,499
2025	100,499
2026	99,772
Thereafter	900,207
	$	1,326,601

Schedule of Goodwill

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


	January 1, 2022		Impairment		Adjustments to purchase price allocation		Acquisitions		September 30, 2022
Cultivation	$	91,116	$	—	$	1,050	$	—	$	92,166
Retail	277,014		—		912		10,316		288,242
Total	$	368,130	$	—	$	1,962	$	10,316	$	380,408

- 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)

9 Months Ended

Sep. 30, 2022

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Numerator
Net Loss attributable to Verano Holdings Corp.	$	(42,993)	$	(12,513)	$	(53,054)	$	(50,087)

Denominator
Basic
Pre-RTO weighted-average shares outstanding	—		—		—		158,203,932
Post-RTO weighted-average shares outstanding	—		313,674,044		—		303,832,637
Weighted-average shares outstanding – basic	332,872,464		313,674,044		329,240,200		281,961,659

Diluted
Pre-RTO weighted-average shares outstanding	—		—		—		158,203,932
Post-RTO weighted-average shares outstanding	—		313,674,044		—		303,832,637
Weighted-average shares outstanding – diluted	332,872,464		313,674,044		329,240,200		281,961,659

Net Loss per share - basic	$	(0.13)	$	(0.04)	$	(0.16)	$	(0.18)
Net Loss per share - diluted	$	(0.13)	$	(0.04)	$	(0.16)	$	(0.18)

TRANSACTIONS (Tables)

9 Months Ended

Sep. 30, 2022

Business Combination and Asset Acquisition [Abstract]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The following table summarizes the purchase price allocation of the transactions:


	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 two acquisitions that occurred during the nine months ended September 30, 2022:


	Greengate		Sierra Well

Cash and cash equivalents	$	2,315	$	130
Inventory	1,021		2,554
Prepaid & other current Assets	324		149
Deposits and Other non-current assets	45		2,452
Property, plant and equipment, net	1,673		4,477
Right-of-use asset, Net	1,836		286
Accounts payable and accrued liabilities	(1,569)		(1,818)
Deferred taxes	—		(1,735)
Other liabilities	(72)		(2,416)
Lease liabilities	(1,836)		(286)

Total identifiable net assets (liabilities)	3,737		3,793
Total Intangible assets	19,826		12,034

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	$	526,430	$	22,402	$	548,832
Net income (loss)	(50,087)		10,933		(39,154)


	Nine Months Ended September 30, 2021
	Verano Holdings		AME Merger		Other Acquisitions		Total

Revenues, net	$	264,528	$	143,793	$	118,109	$	526,430
Net loss	(33,557)		(13,576)		(2,954)		(50,087)


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

Revenues, net	$	93,668	$	54,393	$	58,408	$	206,469
Net income (loss)	(8,881)		(4,006)		374		(12,513)

Business Acquisition, Pro Forma Information, Nonrecurring Adjustments


	Nine Months Ended September 30, 2021
	Verano Holdings		AME Merger		Other Acquisitions		Total

Pro forma revenues, net	$	264,528	$	166,195	$	242,145	$	672,868
Pro forma net income (loss)	(33,557)		(2,644)		24,192		(12,009)
Pro forma adjustments
(a) intangible amortization	—		23,867		18,322		42,189
(b) inventory step up	—		71,538		9,369		80,907
Total pro forma adjustments	—		95,405		27,691		123,096
Total pro forma net income (loss)	$	(33,557)	$	92,761	$	51,883	$	111,087


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

Pro forma revenues, net	$	93,668	$	54,393	$	65,482	$	213,543
Pro forma net income (loss)	(8,881)		(4,006)		1,058		(11,829)
Pro forma adjustments
(a) intangible amortization	—		8,968		11,610		20,578
(b) inventory step up	—		25,742		2,977		28,719
Total pro forma adjustments	—		34,710		14,587		49,297
Total pro forma net income (loss)	$	(8,881)	$	30,704	$	15,645	$	37,468

DEBT (Tables)

9 Months Ended

Sep. 30, 2022

Debt Disclosure [Abstract]

Schedule of Long-Term Debt Instruments

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



	September 30, 2022		December 31, 2021

Credit Facility	$	350,000	$	250,000
Secured Promissory Notes	2,924		6,663
Mortgage Loans	42,695		38,856
Vehicle and Equipment Loans	2,007		1,951
Unamortized Debt Issuance Costs	(5,491)		(7,545)

Total Notes Payable	$	392,135	$	289,925

Less: Current Portion of Notes Payable	15,344		13,771

Total Long-Term Debt, net	$	376,791	$	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.

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+ Details

SHARE CAPITAL (Tables)

9 Months Ended

Sep. 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
Unvested Options Balance as of December 31, 2021	56,078	30.60	9.16
Granted	—	—	—
Forfeited	4,774	24.00	—
Vested	30,595	30.31	—
Unvested Options Balance at September 30, 2022	20,709	29.92	8.39
Inception to date Vested and Exercisable at September 30, 2022	33,923	30.34	8.37

Schedule of Unvested Restricted Stock Units Roll Forward

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


	Number of Shares	Weighted Avg. Grant Date Fair Value C$
Unvested RSUs at December 31, 2021	2,413,887	30.49
Granted	2,843,903	10.32
Forfeited	122,194	14.16
Vested	2,162,446	30.15
Unvested RSUs at September 30, 2022	2,973,150	11.72

Share-Based Payment Arrangement, Expensed and Capitalized, Amount

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Stock Options	$	103	$	117	$	228	$	285
Restricted Stock Units	9,716		13,273		33,997		31,437
Total Stock Based Compensation Expense	$	9,819	$	13,390	$	34,225	$	31,722

INCOME TAXES (Tables)

9 Months Ended

Sep. 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 nine months ended September 30, 2022 and 2021:


	Three Months Ended September 30,						Nine Months Ended September 30,
	2022			2021			2022			2021
Income before Income Taxes	$	26,388		$	15,124		$	53,235		$	18,767
Income Tax Expense	(69,381)			(27,086)			(105,998)			(66,939)
Effective Tax Rate	263		%	179		%	199		%	357		%

LEASES (Tables)

9 Months Ended

Sep. 30, 2022

Leases [Abstract]

Lease, Cost

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


	September 30, 2022		December 31, 2021

Weighted average remaining lease term (years)	8.39		8.52
Weighted average discount rate	8.03	%	8.11	%

Lessee, Operating Lease, Liability, Maturity

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


Year Ending December 31,	Maturities of Lease Liability
Remainder 2022	$	3,681
2023	14,419
2024	13,721
2025	12,878
2026	12,005
2027 and Thereafter	55,458
Total Lease Payments	112,162
Less: Imputed Interest	(31,819)
Present Value of Lease Liability	$	80,343

SEGMENTS (Tables)

9 Months Ended

Sep. 30, 2022

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment

Summarized financial information for these segments is as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Revenue, net of discounts
Cultivation (Wholesale)	$	80,226	$	57,898	$	200,908	$	166,371
Retail	184,219		172,206		533,860		408,274
Intersegment Eliminations	(36,857)		(23,635)		(81,283)		(48,215)
Total Revenue, net of discounts	227,588		206,469		653,485		526,430

Depreciation and Amortization
Cultivation (Wholesale)	20,727		16,083		59,540		38,365
Retail	15,592		13,481		46,690		27,255
Total Depreciation and Amortization	36,319		29,564		106,230		65,620

Income taxes
Cultivation (Wholesale)	33,450		5,396		45,952		17,173
Retail	35,931		21,690		60,046		49,766
Total Income Taxes	69,381		27,086		105,998		66,939

CONSOLIDATION (Tables)

9 Months Ended

Sep. 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 September 30, 2022 and December 31, 2021.


	Consolidated VIE		Consolidated VOE		Consolidated VIE		Consolidated VOE
	September 30, 2022				December 31, 2021
					(As Restated)
Current Assets	$	5,026	$	—	$	43,045	$	20,464
Due To/(From)	—		—		(25,723)		14,228
Non-Current Assets	95,358		—		207,908		226,108
Current Liabilities	17,171		—		32,934		22,659
Non-Current Liabilities	10,869		—		45,873		45,603
Non-Controlling Interest	—		—		1,276		—
Equity attributable to Verano Holdings, Corp.	72,344		—		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)

9 Months Ended

Sep. 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 September 30, 2022
	Level 1		Level 2		Level 3		Total
Cash and Cash Equivalents	$	76,418	$	—	$	—	$	76,418
Investments	1,995		—		—		1,995
Acquisition Consideration Payable	—		—		(53,739)		(53,739)
Total	$	78,413	$	—	$	(53,739)	$	24,674


	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				9 Months Ended		12 Months Ended
OVERVIEW AND BASIS OF PRESENTATION (Details) $ in Thousands	Sep. 30, 2022 USD ($) state	Mar. 31, 2022 USD ($)	Sep. 30, 2021 USD ($)	Mar. 31, 2021 USD ($)	Sep. 30, 2022 USD ($) state	Sep. 30, 2021 USD ($)	Dec. 31, 2021 USD ($)
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Number of states in which entity operates \| state	14				14
Inventory	$ 168,142				$ 168,142		$ 140,703
Tax expense	(69,381)		$ (27,086)		(105,998)	$ (66,939)
Income tax payable	222,323				222,323		154,512
Deferred income taxes	249,719				249,719		262,184
Cost of goods sold, net	104,594		108,268		333,759	304,729
Salaries and benefits expense	85,710		76,477		275,531	189,155
Investments in associates	7,043				7,043		7,491
Stockholders' equity attributable to noncontrolling interest	0				0		1,276
Equity income	37,075		23,013		45,846	35,283
Disposition of investments	(175)		0		(14,103)	0
Acquisition consideration payable	$ (53,739)				$ (53,739)		(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	$ (209)		$ 1,289		$ 1,651	$ 2,737
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	Sep. 30, 2022	Dec. 31, 2021
Inventory Disclosure [Abstract]
Raw Materials	$ 6,702	$ 5,767
Work in Process	123,603	96,367
Finished Goods	37,837	38,569
Total Inventory	$ 168,142	$ 140,703

PROPERTY, PLANT AND EQUIPMENT - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Total Property, Plant and Equipment	$ 609,746	$ 498,380
Less: Accumulated Depreciation	(75,993)	(46,148)
Property, Plant and Equipment, Net	533,753	452,232
Land
Property, Plant and Equipment [Line Items]
Total Property, Plant and Equipment	31,243	29,399
Buildings and Improvements
Property, Plant and Equipment [Line Items]
Total Property, Plant and Equipment	184,556	126,020
Furniture and Fixtures
Property, Plant and Equipment [Line Items]
Total Property, Plant and Equipment	18,068	13,259
Computer Equipment and Software
Property, Plant and Equipment [Line Items]
Total Property, Plant and Equipment	23,035	14,078
Leasehold Improvements
Property, Plant and Equipment [Line Items]
Total Property, Plant and Equipment	207,262	182,514
Tools and Equipment
Property, Plant and Equipment [Line Items]
Total Property, Plant and Equipment	86,933	65,774
Vehicles
Property, Plant and Equipment [Line Items]
Total Property, Plant and Equipment	4,836	3,229
Asset Under Construction
Property, Plant and Equipment [Line Items]
Total Property, Plant and Equipment	$ 53,813	$ 64,107

PROPERTY, PLANT AND EQUIPMENT - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Cost of Sales
Property, Plant and Equipment [Line Items]
Depreciation	$ 8,504	$ 5,770	$ 22,871	$ 14,575
Selling, General and Administrative Expenses
Property, Plant and Equipment [Line Items]
Depreciation	$ 2,782	$ 1,932	$ 8,502	$ 5,066

INTANGIBLE ASSETS AND GOODWILL - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Cost
Beginning balance	$ 1,451,900
Additions from business combination	21,545
Adjustments to purchase price allocation	0
Disposals	0
Ending balance	1,473,445
Accumulated Amortization
Beginning balance	71,987
Amortization	74,857
Ending balance	146,844
Net Book Value
Finite-lived intangible assets, net	1,326,601	$ 1,379,913
Licenses
Cost
Beginning balance	1,386,131
Additions from business combination	21,545
Adjustments to purchase price allocation	0
Disposals	0
Ending balance	1,407,676
Accumulated Amortization
Beginning balance	66,703
Amortization	69,869
Ending balance	136,572
Net Book Value
Finite-lived intangible assets, net	1,271,104	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	4,065
Ending balance	8,223
Net Book Value
Finite-lived intangible assets, net	45,943	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	923
Ending balance	2,049
Net Book Value
Finite-lived intangible assets, net	$ 9,554	$ 10,477

INTANGIBLE ASSETS AND GOODWILL - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
2022 (Remaining)	$ 25,125
2023	100,499
2024	100,499
2025	100,499
2026	99,772
Thereafter	900,207
Finite-lived intangible assets, net	$ 1,326,601	$ 1,379,913

INTANGIBLE ASSETS AND GOODWILL - Schedule of Goodwill (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2022 USD ($)
Goodwill [Roll Forward]
Beginning balance	$ 368,130
Impairment	0
Adjustments to purchase price allocation	1,962
Acquisitions	10,316
Ending balance	380,408
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	10,316
Ending balance	$ 288,242

- 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) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Mar. 31, 2022	Sep. 30, 2022
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 - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	3 Months Ended		8 Months Ended	9 Months Ended
	Jan. 21, 2021	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Numerator
Net Loss attributable to Verano Holdings Corp.		$ (42,993)	$ (12,513)		$ (53,054)	$ (50,087)
Basic
Weighted-average shares outstanding - basic (in shares)	158,203,932	332,872,464	313,674,044	303,832,637	329,240,200	281,961,659
Diluted
Weighted-average shares outstanding - diluted (in shares)	158,203,932	332,872,464	313,674,044	303,832,637	329,240,200	281,961,659
Net Loss per share - basic (in dollars per share)		$ (0.13)	$ (0.04)		$ (0.16)	$ (0.18)
Net Loss per share - diluted (in dollars per share)		$ (0.13)	$ (0.04)		$ (0.16)	$ (0.18)

- 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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- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

EARNINGS (LOSSES) PER SHARE - Narrative (Details) - shares	3 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2022
Earnings Per Share [Abstract]
Antidilutive securities excluded from computation of earnings per share, amount (in shares)	1,537,789	1,537,789

NOTES RECEIVABLE (Details)	17 Months Ended
NOTES RECEIVABLE (Details)	Dec. 31, 2021 USD ($) receivable	Sep. 30, 2022 USD ($)	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) $ / shares in Units, $ in Thousands																									1 Months Ended						3 Months Ended					6 Months Ended	8 Months Ended	9 Months Ended		10 Months Ended	12 Months Ended
	Sep. 07, 2022 USD ($) shares	Mar. 11, 2022 USD ($) 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	Sep. 30, 2022 USD ($) shares	Jun. 30, 2022 USD ($) shares	Mar. 31, 2022 USD ($) shares	Oct. 12, 2021 USD ($)	Sep. 30, 2021 USD ($)	Nov. 11, 2021 USD ($)	Dec. 31, 2021 USD ($)	Sep. 30, 2022 USD ($) shares	Sep. 30, 2021 USD ($)	Dec. 31, 2021 USD ($)	Oct. 25, 2022 USD ($)	Jul. 12, 2022 USD ($)	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]
Acquisition price payable																															$ 53,739						$ 208,349	$ 53,739		$ 208,349
Goodwill																															380,408						368,130	380,408		368,130
Pro forma revenue																																			$ 213,543				$ 672,868
Pro forma net income (loss)																																			37,468				111,087
Increase (decrease) in fair value of contingent consideration																																						(13,925)	1,212
Intangible assets acquired																																						21,545
Charleston
Business Acquisition [Line Items]
Gain (loss) on disposition of business			$ 7,857																												75	$ (73)						7,859
TCE
Business Acquisition [Line Items]
Gain (loss) on disposition of business			$ 14,099																												175	(171)						14,103
Maryland LLC \| Canna Cuzzos
Business Acquisition [Line Items]
Ownership percentage																																																			40.00%
Licenses
Business Acquisition [Line Items]
Intangible assets acquired																																						21,545
Tradenames
Business Acquisition [Line Items]
Intangible assets acquired																																						0
NSE
Business Acquisition [Line Items]
Number of marijuana licenses held \| license																			1
Number of retail dispensaries operated \| dispensary																			3
Cash consideration																			$ 7,350
Equity interest issued and issuable																			25,160
Contingent consideration																			22,514
Change in amount of contingent consideration																																						10,906		$ 8,337
Intangible assets acquired																			$ 55,016
Present value of unpaid deferred consideration																															3,466							3,466
Ohio Grown Therapies, LLC
Business Acquisition [Line Items]
Intangible assets acquired													$ 760
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
Cash consideration and liabilities incurred																						$ 35,000
Business acquisition, share price (in dollars per share) \| $ / shares																						$ 10																												$ 10
Cash consideration									$ 10,000													$ 20,000											$ 5,000
Revenue related to acquired operations																																			54,393				143,793
Net income (loss) related to acquired operations																																			(4,006)				(13,576)
Pro forma revenue																																			54,393				166,195
Pro forma net income (loss)																																			$ 30,704				$ 92,761
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 And Sierra Well
Business Acquisition [Line Items]
Pro forma revenue																																						666,201
Pro forma net income (loss)																																						(52,089)
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
Cash consideration		$ 7,448
Percentage of voting interests acquired		100.00%
Forgiveness of other receivables		$ 2,894
Revenue related to acquired operations																																						9,154
Net income (loss) related to acquired operations																																						639
Acquired intangible assets		13,281
Goodwill		$ 6,545
Sierra Well
Business Acquisition [Line Items]
Equity interest issued or issuable, number of shares (in shares) \| shares	1,536,685
Equity interests issued and issuable	$ 9,742
Cash consideration and liabilities incurred	6,085
Cash consideration	$ 5,773
Percentage of voting interests acquired	100.00%
Revenue related to acquired operations																																						990
Net income (loss) related to acquired operations																																						(270)
Consideration transferred, liabilities incurred	$ 280
Acquisition price payable																															312							312
Acquired intangible assets	$ 8,264
Indemnity claim hold back period	18 months
Business combination, indemnification assets, amount as of acquisition date	$ 2,416
Unrecognized tax benefits, increase resulting from acquisition	$ 2,416
Sierra Well \| Issued At Closing
Business Acquisition [Line Items]
Equity interest issued or issuable, number of shares (in shares) \| shares	1,208,745
Equity interests issued and issuable	$ 7,663
Sierra Well \| Issued Upon Delivery Of Letter Of Transmittal
Business Acquisition [Line Items]
Equity interest issued or issuable, number of shares (in shares) \| shares	10,440
Equity interests issued and issuable	$ 66
Acquisition price payable	$ 32
Sierra Well \| Held Back To Secure Indemnity Claims
Business Acquisition [Line Items]
Equity interest issued or issuable, number of shares (in shares) \| shares	317,500
Equity interests issued and issuable	$ 2,013
Sierra Well \| Residual Purchase Price
Business Acquisition [Line Items]
Goodwill	2,035
Sierra Well \| Deferred Taxes
Business Acquisition [Line Items]
Goodwill	$ 1,735
Glass City Alternatives, LLC
Business Acquisition [Line Items]
Cash consideration																							$ 2,700
Acquired intangible assets																							2,497
Goodwill																							224
Purchase price adjustment																																																$ 329
Glass City Alternatives, LLC \| Subordinate Voting Shares
Business Acquisition [Line Items]
Equity interests issued and issuable																							$ 500
Emerald
Business Acquisition [Line Items]
Equity interests issued and issuable																		$ 10,002												$ 6,992
Cash consideration																		11,250
Acquired intangible assets																		25,284
Purchase price adjustment																																															$ 326
Emerald \| Residual Purchase Price
Business Acquisition [Line Items]
Goodwill																		1,555
Emerald \| Deferred Taxes
Business Acquisition [Line Items]
Goodwill																		$ 6,548
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
Cash consideration															18,750					$ 10,000
Acquired intangible assets															$ 39,062
Purchase price adjustment																																													$ 2,107
Number of marijuana licenses held \| license															2
The Herbal Care Center \| Residual Purchase Price
Business Acquisition [Line Items]
Goodwill															$ 328
The Herbal Care Center \| Deferred Taxes
Business Acquisition [Line Items]
Goodwill															$ 11,914
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
Cash consideration and liabilities incurred																	13,500
Cash consideration																	10,000												$ 3,500
Acquired intangible assets																	15,819
Goodwill																	$ 276
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
Cash consideration																18,699												$ 12,750
Consideration transferred, liabilities incurred																12,750
Acquisition price payable																															11,565							11,565
Acquired intangible assets																87,963
Purchase price adjustment																																														$ 1,036
Number of non-profit entities managed \| entity																					3
BISHCO LLC \| Residual Purchase Price
Business Acquisition [Line Items]
Goodwill																14,559
BISHCO LLC \| Deferred Taxes
Business Acquisition [Line Items]
Goodwill																$ 23,598
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
Cash consideration and liabilities incurred															64,316
Cash consideration															18,809																					$ 47,500
Acquired intangible assets															112,418
Goodwill															$ 3,635
Purchase price adjustment																																													$ 1,993
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
THC Real Estate \| Credit Facility \| Secured Debt
Business Acquisition [Line Items]
Consideration transferred, liabilities incurred								12,650
Proceeds from credit facility								20
Debt issuance costs incurred								$ 405
The Healing Center
Business Acquisition [Line Items]
Equity interests issued and issuable														$ 61,108
Cash consideration and liabilities incurred														56,892
Cash consideration										$ 27,784				31,463																			7,116
Acquisition price payable														18,925
Acquired intangible assets														108,850
Goodwill														$ 24,954
Purchase price adjustment																																												$ 2,355
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
Increase (decrease) in fair value of contingent consideration																															$ (502)						$ (4,603)	(4,158)
The Healing Center \| Subordinate Voting Shares
Business Acquisition [Line Items]
Equity interest issued or issuable, number of shares (in shares) \| shares														454,302,000																	618,291
Equity interests issued and issuable																															$ 3,048
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
Cash consideration												12,984
Acquired intangible assets												18,720
Goodwill												$ 498
Purchase price adjustment																																											$ 29
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																						952
Cash consideration and liabilities incurred											78,848
Cash consideration											43,713																						$ 31,500	$ 35,813
Acquisition price payable											33,971																																						$ 2,483
Acquired intangible assets											134,563
Goodwill											$ 3,115
Purchase price adjustment																																										$ 678
Increase (decrease) in fair value of contingent consideration																																						2,147
Share price protection period one																															6 months
Share price protection period two																															12 months
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																				594,736		82,731
Equity interests issued and issuable																															$ 3,311
Agronomed
Business Acquisition [Line Items]
Equity interests issued and issuable											$ 51,509																						$ 15,592
Cash consideration											10,473																						3,000
Acquisition price payable											42,493																																						$ 2,508
Acquired intangible assets											$ 96,684
Number of retail dispensaries operated \| dispensary											6
Increase (decrease) in fair value of contingent consideration																															$ 715							6,475
Share price protection period one																															6 months
Share price protection period two																															12 months
Agronomed \| Earnout Contingent Consideration
Business Acquisition [Line Items]
Equity interests issued and issuable																																	$ 962
Acquisition price payable																															$ 25,715							25,715
Agronomed \| Residual Purchase Price
Business Acquisition [Line Items]
Goodwill											$ 2,625
Agronomed \| Deferred Taxes
Business Acquisition [Line Items]
Goodwill											$ 29,913
Agronomed \| Subordinate Voting Shares
Business Acquisition [Line Items]
Equity interest issued or issuable, number of shares (in shares) \| shares											3,240,436																				600,743		1,215,035
Equity interests issued and issuable																															$ 3,345
Agronomed \| Subordinate Voting Shares \| Earnout Contingent Consideration
Business Acquisition [Line Items]
Equity interest issued or issuable, number of shares (in shares) \| shares																																	83,566
Willow Brook Wellness, LLC
Business Acquisition [Line Items]
Equity interests issued and issuable							$ 8,163
Cash consideration							14,913
Acquisition price payable																															7,084							7,084
Acquired intangible assets							21,267
Goodwill							$ 438
Willow Brook Wellness, LLC \| Subsequent Event
Business Acquisition [Line Items]
Purchase price adjustment																																									$ 14
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																									2,614	5,540
Cash consideration						12,331
Acquisition price payable						2,000																									4,992							4,992
Acquired intangible assets						$ 24,994
Purchase price adjustment																																$ 56
Equity interests issued and issuable, payment term						12 months
Payments for previous acquisition																											$ 56
Gain (loss) from share issuance																															$ 386							846
Caring Nature, LLC \| Residual Purchase Price
Business Acquisition [Line Items]
Goodwill						$ 761
Caring Nature, LLC \| Deferred Taxes
Business Acquisition [Line Items]
Goodwill						$ 7,123
Caring Nature, LLC \| Subordinate Voting Shares
Business Acquisition [Line Items]
Equity interest issued or issuable, number of shares (in shares) \| shares																															505,613	808,258
Connecticut Pharmaceutical Solutions, Inc.
Business Acquisition [Line Items]
Equity interests issued and issuable					$ 98,538																					$ 17,683
Cash consideration					6,402
Acquisition price payable																															$ 19,622							19,622
Deferred equity interests issuable					14,483
Gain (loss) from share issuance																																						$ 7,023
Connecticut Pharmaceutical Solutions, Inc. \| Licenses
Business Acquisition [Line Items]
Acquired intangible assets					116,063
Connecticut Pharmaceutical Solutions, Inc. \| Tradenames
Business Acquisition [Line Items]
Acquired intangible assets					8,829
Connecticut Pharmaceutical Solutions, Inc. \| Residual Purchase Price
Business Acquisition [Line Items]
Goodwill					3,510
Connecticut Pharmaceutical Solutions, Inc. \| Deferred Taxes
Business Acquisition [Line Items]
Goodwill					$ 40,062
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
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
Working capital adjustments																																$ (244)
Cash received from release of cash indemnity hold back																															$ 250
Canna Cuzzos
Business Acquisition [Line Items]
Percentage of voting interests acquired																																																			40.00%
Proceeds from divestiture of businesses				$ 5,000
Gain (loss) on disposition of business																																						$ 1,701

TRANSACTIONS - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Sep. 07, 2022	Mar. 11, 2022	Dec. 31, 2021	Feb. 11, 2021
Business Acquisition [Line Items]
Goodwill	$ 380,408			$ 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)
Deferred taxes			0
Other liabilities			(72)
Lease liabilities			(1,836)
Total identifiable net assets (liabilities)			3,737
Goodwill			6,545
Intangible assets			$ 19,826
Sierra Well
Business Acquisition [Line Items]
Cash		$ 130
Inventory		2,554
Prepaids and other current assets		149
Deposits and Other non-current assets		2,452
Property, plant and equipment, net		4,477
Right-of-use asset, net		286
Accounts payable and accrued liabilities		(1,818)
Deferred taxes		(1,735)
Other liabilities		(2,416)
Lease liabilities		(286)
Total identifiable net assets (liabilities)		3,793
Intangible assets		12,034
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
Residual Purchase Price \| Sierra Well
Business Acquisition [Line Items]
Goodwill		2,035
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
Deferred Taxes \| Sierra Well
Business Acquisition [Line Items]
Goodwill		$ 1,735
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		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Revenue, net of discounts, Consolidated Results	$ 227,588	$ 206,469	$ 653,485	$ 526,430
Net income (loss), Consolidated Results	$ (42,993)	(12,513)	$ (53,054)	(50,087)
Revenue, net of discounts, Pro-forma Results from material acquisitions				548,832
Net income (loss), Pro-forma Results from material acquisitions				(39,154)
Revenues, net of acquirer since acquisition date, actual		93,668		264,528
Net loss of acquirer since acquisition date, actual		(8,881)		(33,557)
Pro forma revenues, net		213,543		672,868
Pro forma net income (loss)		(11,829)		(12,009)
Total pro forma net income (loss)		37,468		111,087
Verano Holdings
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Pro forma revenues, net		93,668		264,528
Pro forma net income (loss)		(8,881)		(33,557)
Total pro forma net income (loss)		(8,881)		(33,557)
Total pro forma adjustments
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Total pro forma net income (loss)		49,297		123,096
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)		20,578		42,189
(a) intangible amortization \| Verano Holdings
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Total pro forma net income (loss)		0		0
(b) inventory step up
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Total pro forma net income (loss)		28,719		80,907
(b) inventory step up \| 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		54,393		143,793
Net loss of acquiree since acquisition date, actual		(4,006)		(13,576)
Pro forma revenues, net		54,393		166,195
Pro forma net income (loss)		(4,006)		(2,644)
Total pro forma net income (loss)		30,704		92,761
AME Merger \| Total pro forma adjustments
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Total pro forma net income (loss)		34,710		95,405
AME Merger \| (a) intangible amortization
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Total pro forma net income (loss)		8,968		23,867
AME Merger \| (b) inventory step up
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Total pro forma net income (loss)		25,742		71,538
Other Acquisitions
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Revenues, net of acquiree since acquisition date, actual		58,408		118,109
Net loss of acquiree since acquisition date, actual		374		(2,954)
Pro forma revenues, net		65,482		242,145
Pro forma net income (loss)		1,058		24,192
Total pro forma net income (loss)		15,645		51,883
Other Acquisitions \| Total pro forma adjustments
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Total pro forma net income (loss)		14,587		27,691
Other Acquisitions \| (a) intangible amortization
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Total pro forma net income (loss)		11,610		18,322
Other Acquisitions \| (b) inventory step up
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Total pro forma net income (loss)		$ 2,977		$ 9,369

DEBT - Schedule of Long-Term Debt Instruments (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Unamortized Debt Issuance Costs	$ (5,491)	$ (7,545)
Total Notes Payable	392,135	289,925
Less: Current Portion of Notes Payable	15,344	13,771
Total Long-Term Debt, net	376,791	276,154
Secured Promissory Notes
Debt Instrument [Line Items]
Long-term debt, gross	2,924	6,663
Mortgage Loans
Debt Instrument [Line Items]
Long-term debt, gross	42,695	38,856
Vehicle and Equipment Loans
Debt Instrument [Line Items]
Long-term debt, gross	2,007	1,951
Secured Debt \| Credit Facility
Debt Instrument [Line Items]
Long-term debt, gross	$ 350,000	$ 250,000

DEBT - Narrative (Details)	Sep. 30, 2022 USD ($)	Jun. 29, 2022 USD ($)	Mar. 01, 2022 USD ($)	Dec. 31, 2021 USD ($) instrument	Oct. 20, 2021 USD ($)	Jul. 11, 2021 USD ($)	May 10, 2021 USD ($)	May 09, 2021 USD ($)	Jul. 02, 2020 USD ($)
Debt Instrument [Line Items]
Long-term debt	$ 392,135,000			$ 289,925,000
Debt issuance costs, net	5,491,000			7,545,000
Agri-Kind and Agronomed Holdings, Inc.
Debt Instrument [Line Items]
Business combination, recognized identifiable assets acquired and liabilities assumed, noncurrent liabilities, long-term debt						$ 13,000,000
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
Debt covenant, ending liquidity balance, minimum	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	$ 42,695,000			38,856,000
Secured Promissory Notes
Debt Instrument [Line Items]
Debt instrument, face amount				$ 3,670,000
Interest rate, stated percentage				10.00%
Number of debt instruments \| instrument				7
Long-term debt, gross	$ 2,924,000			$ 6,663,000
Affiliated Entity \| Secured Promissory Notes
Debt Instrument [Line Items]
Long-term debt, gross				$ 150,000

SHARE CAPITAL - Narrative (Details)	9 Months Ended
SHARE CAPITAL - Narrative (Details)	Sep. 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)	336,162,222
Convertible stock, if-converted number of shares outstanding (in shares)	336,162,222
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)	4,774
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	12 months
Minimum \| Share-based payment arrangement, option
Class of Stock [Line Items]
Award vesting period	12 months
Maximum \| Restricted Stock Units
Class of Stock [Line Items]
Award vesting period	30 months
Maximum \| Share-based payment arrangement, option
Class of Stock [Line Items]
Award vesting period	30 months
Subordinate Voting Shares
Class of Stock [Line Items]
Shares issued (in shares)	322,771,033
Shares outstanding (in shares)	322,771,033
Common stock, votes per share \| vote	1
Conversion of stock, shares issued (in shares)	17,712,307
Proportionate Voting Shares
Class of Stock [Line Items]
Shares issued (in shares)	133,912
Shares outstanding (in shares)	133,912
Common stock, votes per share \| vote	100
Conversion of stock, shares converted (in shares)	177,123

SHARE CAPITAL - Schedule of Stock Options Roll Forward (Details)	9 Months Ended	12 Months Ended
	Sep. 30, 2022 $ / shares $ / shares shares	Dec. 31, 2021 $ / shares shares
Number of Shares
Unvested Options beginning balance (in shares) \| shares	56,078
Forfeited (in shares) \| shares	4,774
Vested (in shares) \| shares	30,595
Unvested Options ending balance (in shares) \| shares	20,709	56,078
Inception to date Vested and Exercisable (in shares) \| shares	33,923
Weighted Avg. Exercise Price C$
Unvested Options beginning balance (in dollars per share) \| $ / shares		$ 30.60
Forfeited (in dollars per share) \| $ / shares	$ 24.00
Vested (in dollars per share) \| $ / shares	30.31
Unvested Options ending balance (in dollars per share) \| $ / shares	$ 29.92	$ 30.60
Inception to date Vested and Exercisable (in dollars per share) \| $ / shares	$ 30.34
Weighted Average Remaining Contractual Life
Unvested	8 years 4 months 20 days	9 years 1 month 28 days
Inception to date Vested and Exercisable	8 years 4 months 13 days

SHARE CAPITAL - Schedule of Unvested Restricted Stock Units Roll Forward (Details) - Restricted Stock Units	9 Months Ended
	Sep. 30, 2022 $ / shares shares
Number of Shares
Beginning Balance (in shares) \| shares	2,413,887
Granted (in shares) \| shares	2,843,903
Forfeited (in shares) \| shares	122,194
Vested (in shares) \| shares	2,162,446
Ending balance (in shares) \| shares	2,973,150
Weighted Avg. Grant Date Fair Value C$
Beginning balance \| $ / shares	$ 30.49
Granted (in dollars per share) \| $ / shares	10.32
Forfeited (in dollars per share) \| $ / shares	14.16
Vested (in dollars per share) \| $ / shares	30.15
Ending balance \| $ / shares	$ 11.72

SHARE CAPITAL - Share-Based Payment Arrangement, Expensed and Capitalized, Amount (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total Stock Based Compensation Expense	$ 9,819	$ 13,390	$ 34,225	$ 31,722
Stock Options
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total Stock Based Compensation Expense	103	117	228	285
Restricted Stock Units
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total Stock Based Compensation Expense	$ 9,716	$ 13,273	$ 33,997	$ 31,437

INCOME TAXES - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Income Tax Disclosure [Abstract]
Income before Income Taxes	$ 26,388	$ 15,124	$ 53,235	$ 18,767
Tax expense	$ (69,381)	$ (27,086)	$ (105,998)	$ (66,939)
Effective Tax Rate	263.00%	179.00%	199.00%	357.00%

- 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
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 9: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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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	9 Months Ended
INCOME TAXES - Narrative (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Sep. 30, 2022	Sep. 30, 2021
Income Tax Disclosure [Abstract]
Net discrete tax items	$ 3,840	$ 8,578
Income taxes paid		$ 57,887	$ 16,385

LEASES - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
LEASES - Narrative (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Lessee, Lease, Description [Line Items]
Operating lease expense	$ 3,882	$ 3,478	$ 11,001	$ 7,386
Cost of Sales
Lessee, Lease, Description [Line Items]
Operating lease expense	$ 155	$ 216	$ 475	$ 648

LEASES - Lease, Cost (Details)	Sep. 30, 2022	Dec. 31, 2021
Leases [Abstract]
Weighted average remaining lease term (years)	8 years 4 months 20 days	8 years 6 months 7 days
Weighted average discount rate	8.03%	8.11%

LEASES - Lessee, Operating Lease, Liability, Maturity (Details) $ in Thousands	Sep. 30, 2022 USD ($)
Leases [Abstract]
Remainder 2022	$ 3,681
2023	14,419
2024	13,721
2025	12,878
2026	12,005
2027 and Thereafter	55,458
Total Lease Payments	112,162
Less: Imputed Interest	(31,819)
Present Value of Lease Liability	$ 80,343

SEGMENTS - Narrative (Details) $ in Thousands	9 Months Ended
SEGMENTS - Narrative (Details) $ in Thousands	Sep. 30, 2022 USD ($) segment reportingUnit	Dec. 31, 2021 USD ($)
Segment Reporting Information [Line Items]
Number of reportable segments \| segment	2
Goodwill	$ 380,408	$ 368,130
Number of reporting units \| reportingUnit	13
Cultivation
Segment Reporting Information [Line Items]
Goodwill	$ 92,166	91,116
Retail
Segment Reporting Information [Line Items]
Goodwill	$ 288,242	$ 277,014

- Definition

+ References + Details

SEGMENTS - Schedule of Segment Reporting Information, by Segment (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Segment Reporting Information [Line Items]
Total Revenue, net of discounts	$ 227,588	$ 206,469	$ 653,485	$ 526,430
Total Depreciation and Amortization	36,319	29,564	106,230	65,620
Total Income Taxes	69,381	27,086	105,998	66,939
Intersegment Eliminations
Segment Reporting Information [Line Items]
Total Revenue, net of discounts	(36,857)	(23,635)	(81,283)	(48,215)
Cultivation
Segment Reporting Information [Line Items]
Total Depreciation and Amortization	20,727	16,083	59,540	38,365
Total Income Taxes	33,450	5,396	45,952	17,173
Cultivation \| Operating Segments
Segment Reporting Information [Line Items]
Total Revenue, net of discounts	80,226	57,898	200,908	166,371
Retail
Segment Reporting Information [Line Items]
Total Depreciation and Amortization	15,592	13,481	46,690	27,255
Total Income Taxes	35,931	21,690	60,046	49,766
Retail \| Operating Segments
Segment Reporting Information [Line Items]
Total Revenue, net of discounts	$ 184,219	$ 172,206	$ 533,860	$ 408,274

- 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)
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

LOYALTY OBLIGATIONS (Details)	9 Months Ended	12 Months Ended
LOYALTY OBLIGATIONS (Details)	Sep. 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	58,025,809	111,475,459
Contract with customer, liability, current	$ 2,321,000	$ 2,620,000
Loyalty point expiration period	6 months
Sierra Well
Disaggregation of Revenue [Line Items]
Contract with customer, liability, current	$ 675,000
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	Sep. 30, 2022	Dec. 31, 2021
Variable Interest Entity [Line Items]
Current Assets	$ 295,070	$ 277,044
Current Liabilities	384,197	470,516
Non-Current Liabilities	698,536	596,333
Non-Controlling Interest	0	1,276
Equity attributable to Verano Holdings, Corp.	1,540,294	1,480,530
Consolidated VIE
Variable Interest Entity [Line Items]
Current Assets	5,026	43,045
Due To/(From)	0	(25,723)
Non-Current Assets	95,358	207,908
Current Liabilities	17,171	32,934
Non-Current Liabilities	10,869	45,873
Non-Controlling Interest	0	1,276
Equity attributable to Verano Holdings, Corp.	72,344	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

FAIR VALUE MEASURMENTS - Narrative (Details) - USD ($) $ in Thousands	Sep. 30, 2022	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	$ 392,135		$ 289,925
Long-term debt, current maturities	15,344		$ 13,771
Fair Value, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments	1,995
Level 1 \| Fair Value, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments	$ 1,995
ILDISP, LLC
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Percentage of voting interests acquired		50.00%		50.00%

- Definition

Amount, excluding unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

FAIR VALUE MEASURMENTS - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and Cash Equivalents	$ 76,418	$ 99,118
Investments	1,995
Acquisition Consideration Payable	(53,739)	(208,349)
Total	24,674	(109,231)
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and Cash Equivalents	76,418	99,118
Investments	1,995
Acquisition Consideration Payable	0	0
Total	78,413	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	(53,739)	(208,349)
Total	$ (53,739)	$ (208,349)

SUBSEQUENT EVENTS (Details) - Subsequent Event - USD ($)	Oct. 27, 2022	Oct. 13, 2022
Goodness Growth Holdings
Subsequent Event [Line Items]
Contract termination fee receivable		$ 14,875,000
Out-of-pocket fees and expenses receivable		$ 3,000,000
Secured Debt \| 2022 Credit Agreement \| Credit Facility
Subsequent Event [Line Items]
Debt instrument, face amount	$ 350,000,000
Additional incremental loan, maximum	100,000,000
Monthly amortization payment	350,000
Accordion feature, increase limit	120,000,000
Accordion feature, increase limit upon passing of legislation	50,000,000
Prepayment amount, maximum	100,000,000
Prepayment premium	1,000,000
Chief Executive Officer \| Secured Debt \| 2022 Credit Agreement \| Credit Facility
Subsequent Event [Line Items]
Debt instrument, face amount	$ 1,000,000
Prime Rate \| Secured Debt \| 2022 Credit Agreement \| Credit Facility
Subsequent Event [Line Items]
Basis spread on variable rate	6.50%
Prime Rate \| Secured Debt \| 2022 Credit Agreement \| Credit Facility \| Minimum
Subsequent Event [Line Items]
Basis spread on variable rate, increase upon event of default	3.00%
Prime Rate \| Secured Debt \| 2022 Credit Agreement \| Credit Facility \| Maximum
Subsequent Event [Line Items]
Basis spread on variable rate, increase upon event of default	6.00%