0001628280-23-009918 | 10-K | XBRL Viewer

Cover - USD ($)	12 Months Ended
Cover - USD ($)	Dec. 31, 2022	Mar. 28, 2023	Jun. 30, 2022
Cover [Abstract]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2022
Current Fiscal Year End Date	--12-31
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 Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
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
ICFR Auditor Attestation Flag	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		341,774,865
Entity Public Float			$ 1,534,239,806
Documents Incorporated by Reference	Portions of the definitive Proxy Statement to be delivered to shareholders in connection with the Annual Meeting of Shareholders to be held during 2023 are incorporated by reference into Part III of this Annual Report on Form 10-K.
Entity Central Index Key	0001848416
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Amendment Flag	false

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2022	Dec. 31, 2021
Audit Information [Abstract]
Auditor Firm ID	324	23
Auditor Name	Macias Gini & O’Connell LLP	Baker Tilly US, LLP
Auditor Location	San Jose, California	Irvine, California

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Current Assets:
Cash and Cash Equivalents	$ 84,851	$ 99,118
Accounts Receivable, net	16,580	17,410
Notes Receivable	0	285
Held For Sale Assets	3,433	0
Inventory	164,532	140,703
Prepaid Expenses and Other Current Assets	48,879	19,528
Total Current Assets	318,275	277,044
Property, Plant and Equipment, net	525,905	452,232
Right Of Use Assets, net	82,278	61,346
Intangible Assets, net	1,180,766	1,379,913
Goodwill	269,088	368,130
Investment in Associates	6,977	7,491
Deposits and Other Assets	12,766	2,499
TOTAL ASSETS	2,396,055	2,548,655
Current Liabilities:
Accounts Payable	40,501	45,172
Accrued Liabilities	41,762	42,149
Income Tax Payable	252,767	154,512
Current Portion of Lease Liabilities	8,889	6,563
Current Portion of Debt	24,464	13,771
Acquisition Consideration Payable	18,262	208,349
Total Current Liabilities	386,645	470,516
Long-Term Liabilities:
Deferred Revenue	255	1,183
Debt, net of Current Portion	388,540	276,154
Lease Liabilities, net of Current Portion	76,853	56,812
Deferred Income Taxes	196,473	262,184
Other Long-Term Liabilities	5,739	0
Total Long-Term Liabilities	667,860	596,333
TOTAL LIABILITIES	1,054,505	1,066,849
Contingencies & Other (See Note 15)
SHAREHOLDERS’ EQUITY	1,341,550	1,480,530
NON-CONTROLLING INTEREST	0	1,276
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$ 2,396,055	$ 2,548,655

Consolidated Statement of Operations - USD ($)	12 Months Ended
Consolidated Statement of Operations - USD ($)	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Revenues, net of discounts	$ 879,412,000	$ 737,850,000	$ 228,530,000
Cost of Goods Sold, net	456,350,000	406,831,000	92,961,000
Gross Profit	423,062,000	331,019,000	135,569,000
Selling, General and Administrative Expenses	356,569,000	270,929,000	43,263,000
Loss on Impairment of Intangibles – Goodwill	113,031,000	0	0
Loss on Impairment of Intangibles – License	116,151,000	0	0
Total Operating Expenses	585,751,000	270,929,000	43,263,000
Operating Income (Loss)	(161,131,000)	64,713,000	94,998,000
Other Income (Expense)
Loss on Disposal of Property, Plant and Equipment	(157,000)	(1,085,000)	(1,655,000)
Gain/(Loss) on Deconsolidation	9,560,000	0	(189,000)
Gain on Previously Held Equity Interest	14,103,000	0	457,000
Amortization of Debt Issuance Costs for Warrant	0	0	(3,018,000)
Amortization of Convertible Debt Discount	0	0	(2,912,000)
Loss on Debt Extinguishment	(7,987,000)	0	0
Interest Expense, net	(49,431,000)	(24,270,000)	(4,528,000)
Other Income (Expense), net	31,640,000	9,632,000	(701,000)
Total Other Expense	(2,272,000)	(15,723,000)	(12,546,000)
Income (Loss) Before Provision for Income Taxes and Non-Controlling Interest	(163,403,000)	48,990,000	82,452,000
Provision For Income Taxes	(105,470,000)	(103,988,000)	(42,296,000)
Net Income (Loss) Before Non-Controlling Interest	(268,873,000)	(54,998,000)	40,156,000
Net Income Attributable to Non-Controlling Interest	291,000	2,509,000	1,755,000
Net Income (Loss) Attributable to Verano Holdings Corp. & Subsidiaries	$ (269,164,000)	$ (57,507,000)	$ 38,401,000
Net Income (Loss) per share - basic (in dollars per share)	$ (0.81)	$ (0.20)	$ 0.15
Net Income (Loss) per share - diluted (in dollars per share)	$ (0.81)	$ (0.20)	$ 0.14
Basic - weighted average shares outstanding (in shares)	331,409,315	290,443,432	263,919,366
Diluted - weighted average shares outstanding (in shares)	331,409,315	290,443,432	270,719,280
Consolidated VIE
Operating Income (Loss)	$ 1,558,000	$ 4,623,000	$ 2,692,000

Statement 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
Beginning balance (in shares) at Dec. 31, 2019	261,545,678
Limited Liability Company (LLC) Members' Equity [Abstract]
Conversion of Warrants (in shares)	18,354,322
Ending balance (in shares) at Dec. 31, 2020	279,900,000
Beginning balance at Dec. 31, 2019	$ 112,028		$ 127,390	$ 0	$ (25,157)	$ 9,795
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Purchase of Non-controlling interest	(6,900)				(3,950)	(2,950)
Deconsolidation of subsidiary	79					79
Derecognition of Non-controlling interest	(2,442)					(2,442)
Conversion of Warrants	10,524		10,524
Distributions to members	(47)				(47)
Net Income (Loss)	$ 40,156				38,401	1,755
Issuance of Pubco shares in redemption of membership units (in shares)	(279,900,000)
Beginning balance at Dec. 31, 2020	$ 153,398		137,914	0	9,247	6,237
Increase (Decrease) in Stockholders' Equity [Roll Forward]
RTO-related issuances, net	652,217		652,217
Purchase of Non-controlling interest	(12,265)		505		(6,975)	(5,795)
Issuance of Pubco shares in redemption of membership units (in shares)		279,900,000
Conversion of Warrants	75,100		75,100
Reverse takeover ("RTO Financing"), net (in shares)		10,100,000
Reverse takeover (“RTO Financing”), net	95,420		95,420
Distributions to minority holders	(1,675)					(1,675)
Share-based compensation (in shares)		987,242
Share-based compensation	48,319		48,319
Issuance of shares in conjunction with acquisitions (in shares)		29,526,129
Issuance of shares in conjunction with acquisitions	522,120		522,120
Warrants issued and exercised (in shares)		3,510,000
Contingent consideration & other adjustments to purchase accounting (in shares)		289,291
Contingent consideration & other adjustments to purchase accounting	4,170		4,170
Net Income (Loss)	(54,998)				(57,507)	2,509
Ending balance (in shares) at Dec. 31, 2021		324,312,662
Ending balance at Dec. 31, 2021	1,481,806		1,535,765	0	(55,235)	1,276
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation (in shares)		3,320,195
Share-based compensation	43,343		43,343
Issuance of shares in conjunction with acquisitions (in shares)		7,039,977
Issuance of shares in conjunction with acquisitions	41,914		41,914
Noncontrolling interest adjustment for change in ownership	(1,567)					(1,567)
Foreign Currency Translation Adjustment	(8)			(8)
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)	(268,873)				(269,164)	291
Ending balance (in shares) at Dec. 31, 2022		339,983,374
Ending balance at Dec. 31, 2022	$ 1,341,550		$ 1,665,957	$ (8)	$ (324,399)	$ 0

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
Consolidated Statements of Cash Flows - USD ($)	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
CASH FLOW FROM OPERATING ACTIVITIES
Net income (loss) attributable to Verano Holdings Corp.and Subsidiaries	$ (269,164,000)	$ (57,507,000)	$ 38,401,000
Net income attributable to non-controlling interest	291,000	2,509,000	1,755,000
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	141,387,000	96,244,000	7,866,000
ROU amortization	8,938,000	0	0
Non-cash interest expense	1,185,000	5,727,000	1,074,000
Non-cash interest income	0	(166,000)	(935,000)
Non-cash inventory step-up expense on acquisitions	7,513,000	80,988,000	0
Loss on disposal of property, plant and equipment	157,000	1,085,000	1,655,000
Loss on disposition of VIE	0	0	2,202,000
(Gain) Loss on deconsolidation of subsidiary	(9,560,000)	0	159,000
Gain from investment in associates	(14,103,000)	0	0
Gain on previously held equity interest	0	0	(458,000)
Bad debt expense	9,000	1,701,000	300,000
Loss on Impairment of Intangibles – Goodwill	113,031,000	0	0
Loss on Impairment of Intangibles – License	116,151,000	0	0
Loss on debt extinguishment	4,551,000	0	0
Unrealized gain on foreign currency translation	(27,000)	0	0
Amortization of loan issuance costs – warrants	0	0	3,018,000
Amortization of debt issuance costs	6,625,000	2,566,000	235,000
Amortization of convertible debt discount	0	0	2,912,000
Unrealized loss on marketable securities	1,971,000	0	0
Income from underlying investees	(36,000)	(4,544,000)	(2,608,000)
Contingent consideration compensation	0	4,170,000	0
Decrease in fair value of contingent consideration	(14,669,000)	(12,469,000)	0
Stock based compensation	39,054,000	45,250,000	0
Changes in operating assets and liabilities:
Accounts receivable	821,000	(6,673,000)	(2,506,000)
Inventories	(24,233,000)	(59,506,000)	(22,873,000)
Held for sale assets	(3,433,000)	0	0
Prepaid expenses and other current assets	(25,490,000)	(6,252,000)	(3,043,000)
Deposits and other assets	(7,096,000)	8,553,000	3,008,000
Investment in associates	0	1,675,000	0
Accounts payable	(7,582,000)	9,920,000	1,777,000
Accrued liabilities	2,463,000	1,670,000	10,508,000
Lease liabilities	(7,479,000)	(7,743,000)	(1,717,000)
Income tax payable	96,145,000	109,452,000	29,952,000
Deferred taxes	(62,142,000)	(32,810,000)	(557,000)
Other, net	(931,000)	(968,000)	1,502,000
NET CASH PROVIDED BY OPERATING ACTIVITIES	94,347,000	182,872,000	71,627,000
CASH FLOW FROM INVESTING ACTIVITIES
Purchases of property, plant and equipment	(119,174,000)	(141,265,000)	(60,153,000)
Proceeds from disposal of property, plant and equipment	6,249,000	1,894,000	0
Distributions to minority holders	0	(1,675,000)	0
Purchases of intangible assets	0	(8,374,000)	(7,010,000)
Purchase of non-controlling interest	0	(7,840,000)	0
Acquisition of businesses, net of cash acquired	(114,752,000)	(309,815,000)	(21,902,000)
Proceeds from sale of deconsolidation and investment in associates	19,826,000	0	0
Payment of acquisition price payable	0	0	(1,544,000)
Purchase of interest in investment in associates	0	(3,350,000)	0
Dividend received from investments in associates	0	10,275,000	1,867,000
Proceeds from note receivable	0	4,215,000	1,875,000
Other, net	0	103,000	(41,000)
NET CASH USED IN INVESTING ACTIVITIES	(207,851,000)	(455,832,000)	(86,908,000)
CASH FLOW FROM FINANCING ACTIVITIES
Distributions to members	0	0	(46,000)
Proceeds from exercise of warrants	0	0	2,191,000
Proceeds from issuance of debt	497,386,000	224,725,000	33,943,000
Principal repayments of debt	(373,899,000)	(10,757,000)	(9,754,000)
Debt issuance costs paid	(20,806,000)	(8,812,000)	(1,068,000)
Payment of debt extinguishment	(3,436,000)	0	0
Proceeds received from RTO financing	0	75,420,000	0
Cash received in warrant private placement	0	75,100,000	0
NET CASH PROVIDED BY FINANCING ACTIVITIES	99,245,000	355,676,000	25,266,000
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	(14,259,000)	82,716,000	9,985,000
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	99,118,000	16,402,000	6,417,000
Effects of exchange rate fluctuations on cash and cash equivalents	(8,000)
CASH AND CASH EQUIVALENTS, END OF PERIOD	84,851,000	99,118,000	16,402,000
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid	48,246,000	18,709,000	1,761,000
Cash paid for taxes	70,666,000	27,962,000	10,237,000
NONCASH INVESTING AND FINANCING ACTIVITIES
Accrued capital expenditures	6,008,000	8,512,000	1,860,000
Issuance of shares under business combinations	85,232,000	1,148,127,000	0
Acquisitions
Tangible and intangible assets acquired, net of cash	31,841,000	1,638,726,000	50,925,000
Liabilities assumed	(8,735,000)	(354,933,000)	(17,872,000)
Acquisition consideration payable	77,657,000	(1,324,914,000)	(21,186,000)
Issuance of debt	0	0	(350,000)
Goodwill	13,989,000	350,936,000	10,965,000
Previously held equity interest	0	0	(580,000)
Total	$ 114,752,000	$ 309,815,000	$ 21,902,000

NATURE OF OPERATIONS

12 Months Ended

Dec. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

NATURE OF OPERATIONS


1. NATURE OF OPERATIONS

Unless otherwise stated or the context requires otherwise, references herein to the “Company,” “Verano,” “we,” “us,” and “our” mean Verano Holdings Corp. and its direct and indirect subsidiaries, and controlled and managed entities.

The Company is a vertically integrated cannabis operator that focuses on limited-licensed markets in the United States (“U.S.”). 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).

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 or manage any cultivation, processing, or retail licenses.

On February 11, 2021, the Company resulted from a reverse takeover transaction as further described in Note 3 - Reverse Takeover Transaction. 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.

SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

SIGNIFICANT ACCOUNTING POLICIES


2. SIGNIFICANT ACCOUNTING POLICIES

(a)Basis of Presentation

The consolidated financial statements for the years ended December 31, 2022, December 31, 2021 and December 31, 2020, have been prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”). Certain prior year financial statement line items have been combined for presentation purposes.

(b)Basis of Measurement

The consolidated financial statements have been prepared on the going concern basis, under the historical cost convention, except for certain financial instruments that are measured at fair value as described herein.

(c)Functional and Presentation Currency

The Company’s functional currency, as determined by management, is the U.S. dollar. Unless otherwise indicated, all references to “$” or “US$” refer to U.S. dollars, and all references to “C$” refer to Canadian dollars.

(d)Basis of Consolidation

The consolidated financial statements 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 Accounting Standards Codification (“ASC”) 810 Consolidation. All transactions and balances between these entities have been eliminated upon consolidation.

The ownership percentages for Verano’s owned subsidiaries and entities over which the Company has control are set forth below; provided, however in some cases the percentages may not match state regulatory records because for purposes of presentation the approval of certain pending, planned, or anticipated state regulatory transfers. The Company will update its regulatory filings in those states where it is permitted to do so as soon as practical and will continue to operate the entities below, where and as applicable, in accordance with current practice and in compliance with applicable laws and regulations.

Subsidiaries

Entity Name

Jurisdiction

Doing Business As (if applicable)

Percentage
Interest

102 Chester, LLC

Pennsylvania

N/A

100%

1090 Longwood, LLC

Florida

N/A

100%

11340 Fort Myers, LLC

Florida

N/A

100%

1200 Sharon, LLC

Massachusetts

N/A

100%

12395 North Miami, LLC

Florida

N/A

100%

130 Monroeville, LLC

Pennsylvania

N/A

100%

1325 Coolidge, LLC

Arizona

N/A

100%

1387 & 1391 Meriden, LLC

Connecticut

N/A

100%

16 Magothy Road Beach, LLC

Maryland

N/A

100%

1728 & 52 Old York Road, LLC

Pennsylvania

N/A

100%

1851 Canton, LLC

Ohio

N/A

100%

2000-2015 W. 3rd Street, LLC

Arizona

N/A

100%

2030 Highland Park, LLC

Delaware

N/A

100%

22627 Port Charlotte, LLC

Florida

N/A

100%

257 Wynnewood, LLC

Pennsylvania

N/A

100%

270 Cranberry, LLC

Pennsylvania

N/A

100%

2900 Lone Mountain, LLC

Nevada

N/A

100%

42 Capital Management, LLC

Illinois

N/A

100%

420 Capital Management, LLC

Illinois

Zen Leaf Rogers Park; Zen Leaf Lombard

100%

4444 W. Craig Road, LLC

Nevada

N/A

100%

4450 New Haven, LLC

Florida

N/A

100%

4674 JAX, LLC

Florida

N/A

100%

5335 Las Vegas, LLC

Nevada

N/A

100%

5409 S. Power Road, LLC

Arizona

N/A

100%

6944 Apollo Beach, LLC

Florida

N/A

100%

7220 Palatka, LLC

Florida

N/A

100%

7221 Jessup, LLC

Maryland

N/A

100%

783 Butterfield Road, LLC

Illinois

N/A

100%

799 Washington, LLC

Pennsylvania

N/A

100%

A&T SPV II LLC

Texas

N/A

100%

AGG Wellness, LLC

Maryland

Zen Leaf Towson

100%

AGOZ Redevelopment, LP

Pennsylvania

N/A

100%

Agri-Kind, LLC

Pennsylvania

N/A

100%

Agronomed Biologics Holdings Inc.

Pennsylvania

N/A

100%

Agronomed Biologics LLC

Pennsylvania

Zen Leaf Chester; Zen Leaf West Chester; Zen Leaf Pittsburgh – Robinson; Zen Leaf Pittsburgh – McKnight; Zen Leaf New Kensington

100%

Agronomed Holdings, Inc.

Pennsylvania

N/A

100%

Agronomed IP LLC

Pennsylvania

N/A

15%

Albion MM, LLC

Illinois

N/A

100%

Ataraxia, LLC

Illinois

N/A

100%

Entity Name

Jurisdiction

Doing Business As (if applicable)

Percentage
Interest

AZGM 3, LLC

Arizona

Zen Leaf Chandler

100%

Branchburg Rte. 22, LLC

New Jersey

N/A

100%

Caring Nature, LLC

Connecticut

N/A

100%

Caring Nature EJV1, LLC

Delaware

N/A

50%

Caring Nature EJV2, LLC

Delaware

Caring Nature Dispensary

50%

Cave Creek RE, LLC

Arizona

N/A

100%

ChiVegas Real Estate, LLC

Nevada

N/A

100%

Connecticut Pharmaceutical Solutions, LLC

Connecticut

N/A

100%

CTPharma Newington, LLC

Delaware

N/A

50%

CTPharma Norwich, LLC

Delaware

N/A

50%

CTPharma Real Estate Inc.

Connecticut

N/A

100%

CTPharma Research Solutions, LLC

Delaware

N/A

10%

Cultivation Real Estate Holdings, LLC

Delaware

N/A

100%

Custom Strains, LLC

Illinois

N/A

100%

DGV Group, LLC

Delaware

N/A

62.50%

Elevele LLC

Illinois

Zen Leaf Highland Park; Zen Leaf Prospect Heights

100%

FGM Processing, LLC

Maryland

N/A

100%

Fort Consulting, LLC

Arizona

Zen Leaf Phoenix – N. Cave Creek

100%

Four Daughters Compassionate Care, Inc.

Massachusetts

Zen Leaf Sharon; Zen Leaf Plymouth

100%

Freestate Wellness, LLC

Maryland

Zen Leaf Elkridge

100%

Glass City Alternatives, LLC

Ohio

Zen Leaf Bowling Green

100%

Green RX, LLC

Ohio

Zen Leaf Cincinnati

100%

Healthway Services of Illinois, LLC

Illinois

Zen Leaf St. Charles; Zen Leaf Naperville

100%

Local Dispensaries, LLC

Pennsylvania

Zen Leaf Harrisburg; Zen Leaf York; Zen Leaf Altoona

100%

Lone Mountain Partners, LLC

Nevada

Zen Leaf North Las Vegas; Zen Leaf Flamingo Road

100%

Mad River Remedies, LLC

Ohio

Zen Leaf Dayton

100%

MD MM Logistics, LLC

Maryland

N/A

100%

Mikran, LLC

Maryland

Zen Leaf Germantown

100%

MME Aurora Retail, LLC

Illinois

Zen Leaf Aurora

100%

MME Evanston Retail, LLC

Illinois

Zen Leaf Evanston

100%

Mother Grows Best, LLC

Ohio

N/A

100%

Mother Know’s Best, LLC

Ohio

Zen Leaf Canton

100%

NatureX, LLC

Nevada

Zen Leaf Las Vegas

100%

NSE Pennsylvania LLC

Pennsylvania

Zen Leaf Philadelphia; Zen Leaf Wynnewood; Zen Leaf Clifton Heights

100%

NuTrae, LLC

Florida

N/A

100%

Nuuvn Holdings, LLC

Delaware

N/A

100%

NV MM Logistics, LLC

Nevada

N/A

100%

OH MM Logistics, LLC

Ohio

N/A

100%

Ohio Natural Treatment Solutions, LLC

Delaware

Zen Leaf Newark

100%

Patient Alternative Relief Center, LLC

Arizona

Zen Leaf Phoenix – University Dr.

100%

Perpetual Healthcare, LLC

Arizona

Zen Leaf Phoenix – W. Dunlap

100%

Entity Name

Jurisdiction

Doing Business As (if applicable)

Percentage
Interest

Plants of Ruskin, LLC

Florida

MÜV Apollo Beach; MÜV Auburndale; MÜV Bonita Springs; MÜV Boynton; MÜV Bradenton – 75th West; MÜV Bradenton – Heritage West; MÜV Brandon; MÜV Cape Coral; MÜV Clearwater – 19 North; MÜV Clearwater – Roosevelt; MÜV Deerfield Beach; MÜV Fort Myers; MÜV Fort Myers Beach; MÜV Fort Myers-Cypress; MÜV Gainesville; MÜV Hobe Sound; MÜV Hollywood; MÜV Jacksonville; MÜV Jacksonville Beach; MÜV Jacksonville – Skymarks; MÜV Key West; MÜV Lady Lake; MÜV Lakeland; MÜV Longwood; MÜV Lutz; MÜV Marco Island; MÜV Merrit Island; MÜV New Tampa; MÜV North Port; MÜV Ocala; MÜV Orange City; MÜV Orlando – Garland; MÜV Orland – Vineland; MÜV Ormond Beach; MÜV Palatka; MÜV Panama City Beach; MÜV Pensacola; MÜV Pinellas Park; MÜV Port Charlotte; MÜV Port Orange; MÜV Port St. Lucie; MÜV Sarasota; MÜV Sarasota-Main; MÜV Sebastian; MÜV Sebring; MÜV Shalimar; MÜV Spring Hill; MÜV St. Augustine; MÜV St. Petersburg; MÜV Stuart; MÜV Tallahassee; MÜV Tamarac; MÜV Tampa – Dale Mabry; MÜV Tampa-Himes; MÜV Tampa – West Kennedy; MÜV Titusville; MÜV Wellington; MÜV West Melbourne; MÜV West Palm Beach; MÜV Winter Haven

100%

Prospect Heights RE, LLC

Illinois

N/A

100%

RedMed, LLC

Delaware

N/A

100%

Retail and Office Real Estate Holdings, LLC

Delaware

N/A

100%

RVC 360, LLC

Delaware

N/A

100%

SG1 LLC

Delaware

N/A

100%

TerraVida Holistic Centers LLC

Pennsylvania

Zen Leaf Sellersville; Zen Leaf Abington; Zen Leaf Malvern

100%

The Healing Center LLC

Pennsylvania

Zen Leaf Cranberry; Zen Leaf Washington; Zen Leaf Monroeville

100%

The Herbal Care Center, Inc.

Illinois

Zen Leaf Pilsen; Zen Leaf West Loop

100%

The Medicine Room, LLC

Arizona

Zen Leaf Mesa

100%

Vehicle and Logistics Holdings, LLC

Delaware

N/A

100%

Vending Logistics, LLC

Arizona

Zen Leaf Gilbert

100%

Verano Alabama Holdings, LLC

Delaware

N/A

100%

Verano Alabama, LLC

Alabama

N/A

49%

Verano Arizona, LLC

Delaware

N/A

100%

Verano Connecticut, LLC

Delaware

N/A

100%

Verano El Dorado, LLC

Arkansas

N/A

100%

Verano Florida, LLC

Delaware

N/A

100%

Entity Name

Jurisdiction

Doing Business As (if applicable)

Percentage
Interest

Verano Four Daughters Holdings, LLC

Delaware

N/A

100%

Verano Holdings, LLC

Delaware

N/A

100%

Verano Holdings USA Corp.

Delaware

N/A

100%

Verano Illinois, LLC

Illinois

N/A

100%

Verano IP, LLC

Delaware

N/A

100%

Verano Michigan, LLC

Delaware

N/A

100%

Verano Nevada, LLC

Nevada

N/A

100%

Verano NJ Holdings, LLC

Delaware

N/A

100%

Verano NJ LLC

New Jersey

Zen Leaf Elizabeth; Zen Leaf Neptune; Zen Leaf Lawrence

100%

Verano Ohio, LLC

Delaware

N/A

100%

Verano Pennsylvania, LLC

Delaware

N/A

100%

Verano Virginia, LLC

Delaware

N/A

100%

VZL Staffing Services, LLC

Illinois

N/A

100%

West Capital, LLC

Illinois

N/A

100%

Willow Brook Enfield, LLC

Delaware

N/A

50%

Willow Brook Stratford, LLC

Delaware

N/A

50%

Willow Brook Wellness, LLC

Connecticut

Willow Brook Wellness

100%

WSCC Property LLC

Nevada

N/A

100%

WSCC, Inc.

Nevada

Zen Leaf Reno; Zen Leaf Carson City

100%

Zen Leaf Retail, LLC

Maryland

N/A

100%

Zen Leaf Technologies, LLC

Delaware

N/A

100%

ZenNorth, LLC

Delaware

N/A

100%

ZNN Holdings, LLC

Delaware

N/A

100%

Controlled Entities

Entity Name

Jurisdiction of Organization

Doing Business As (if applicable)

Percentage Interest

Buchanan Development, LLC

Michigan

Zen Leaf Buchanan

100%

Maryland Natural Treatment Solutions, LLC

Maryland

Zen Leaf Pasadena

100%

Natural Treatment Solutions, LLC

Maryland

N/A

100%

Noah’s Ark, LLC

Arkansas

Zen Leaf El Dorado

100%

Verano MI2, LLC

Michigan

N/A

100%

Verano MO Holdings, LLC

Delaware

N/A

100%

Verano MO, LLC

Missouri

N/A

100%

Verano WV, LLC

West Virginia

Zen Leaf Oak Hill; Zen Leaf Clarksburg; Zen Leaf Dunbar; Zen Leaf Morgantown; Zen Leave Westover; Zen Leaf Wheeling; Zen Leaf Buckhannon

99%

VMO Processing, LLC

Missouri

N/A

100%

VMO Retail, LLC

Missouri

N/A

100%

(e)Restatement of Previously Issued Consolidated Financial Statements

As described in the Company’s Amendment No. 3 to Registration Statement on Form 10, filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 8, 2022 (the “Form 10”), the Company restated

its 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, the "Restatements"). Amounts as of or for the period ended December 31, 2021 depicted in these consolidated financial statements with the notation "As Restated" include the impact of the restatement included in the Form 10. The Restatements include the following:

(i) As of and for the year ended December 31, 2021, because of an error related to stock-based compensation, the Company increased inventory by $3,069 and 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).

(ii) Because of the stock-based compensation error, as of and for the quarter ended March 31, 2022, the Company increased inventory by $3,898, cost of goods sold, net by $1,052, and salaries and benefits expense by $9,572.

(iii) Because of the stock-based compensation error, as of and for the quarter ended March 31, 2021, the Company increased salaries and benefits expense by $5,692.

(iv) Because of an overstatement of tax expense due to a clerical error, the Company decreased tax expense by $20,274 and made 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 Company’s audited consolidated financial statements for the year ended December 31, 2021 and no net cash impact to the Company’s unaudited interim condensed consolidated financial statements for the quarters ended March 31, 2022 and 2021, as a result of the Restatements.

In addition, 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. Further, after March 31, 2022 but before the March 31, 2022 financials were issued, the Company became aware of information regarding the Connecticut Pharmaceutical Solutions, Inc. and The Healing Center, LLC acquisition purchase price earnouts, as described in Note 10 - Transactions. As a result, the Company recognized an aggregate $4,760 reduction in these acquisition earnouts which was recorded for the quarter ended March 31, 2022 to reflect the subsequent information indicating a lower liability.

(f)Variable Interest Entities & Non-Controlling Interests

A variable interest entity (“VIE”) is an entity that either (i) has insufficient equity to finance its activities without additional subordinated financial support or (ii) has equity investors who lack the characteristics of a controlling financial interest. A VIE is consolidated by its primary beneficiary. The primary beneficiary has both the power to direct the activities that most significantly impact the VIE economic performance and the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE.

If the Company determines that it has operating power over an entity and the obligation to absorb losses or receive benefits from such entity, the Company consolidates such entity as a VIE in its capacity as the primary beneficiary, and if the Company determines it does not, then the Company does not consolidate the entity. The Company’s involvement constitutes power that is most significant to the entity when it has unconstrained decision-making ability over key operational functions within the entity.

Assets recognized as a result of consolidating VIEs do not represent additional assets that could be used to satisfy claims against the Company’s general assets. Conversely, liabilities recognized as a result of consolidating VIEs do not represent additional claims on the Company’s general assets; rather, they represent claims against the specific assets of the applicable consolidated VIEs.

Non-controlling interests (“NCI”) represent equity interests owned by third parties not affiliated with the Company. NCI may be initially measured at fair value or at the NCI’s proportionate share of the recognized amounts of the acquiree’s identifiable net assets. The choice of measurement is made by the Company on a transaction-by-transaction basis. The share of net assets attributable to NCI are presented as a component of equity. NCI’s share of net income or loss and comprehensive income or loss is recognized by the Company 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.

(g)Cash and Cash Equivalents

Cash and cash equivalents include cash deposits in financial institutions, other deposits that are readily convertible into cash, with original maturities of three months or less, and cash held at retail locations.

(h)Accounts Receivable and Expected Credit Loss

Accounts receivable are recorded at the invoiced amount and do not bear interest. Expected credit loss reflects the Company’s estimate of amounts in its accounts receivable at such time that may not be collected due to customer claims or customer inability or unwillingness to pay. Collectability of accounts receivables is reviewed by the Company on an ongoing basis. The expected credit loss is determined based on a combination of factors, including the Company’s risk assessment regarding the credit worthiness of customers, historical collection experience and length of time the accounts receivables are past due. Account balances are charged off against the allowance when the Company believes it is probable the account receivable will not be recovered. The Company provides credit to its customers in the normal course of business and has established credit evaluation and monitoring processes to mitigate credit risk. As of December 31, 2022 and 2021, the allowance for credit losses were $346 and $356, respectively.

(i)Inventory

Inventory of purchased finished goods and packing materials are initially valued by the Company at cost and subsequently at the lower of cost and net realizable value. Cultivated inventory include direct and indirect costs of production, including costs of materials, labor, stock-based compensation, and depreciation related to cultivation. Such costs are capitalized as incurred, and subsequently included within cost of goods sold within the Company’s Consolidated Statements of Operations, at the time the products are sold. Net realizable value is determined by the Company as the estimated selling price in the ordinary course of business, less reasonable costs associated with the sale. Cost is determined using the weighted average cost basis. Products for resale and supplies and consumables are valued by the Company at lower of cost and net realizable value. Lastly, in calculating final inventory values, the Company is required to compare the inventory cost to estimated net realizable value.

The net realizable value of inventory represents the estimated selling price for inventory in the ordinary course of business, less all estimated costs of completion and costs necessary to make the sale. The determination of net realizable value requires significant judgment by the Company, including consideration of factors such as shrinkage, the aging of and future demand for inventory, expected future selling price of the inventory, and any contractual arrangements with customers. Reserves established by the Company for excess and obsolete inventory are based upon quantities on hand, projected volumes from demand forecasts and net realizable value. The estimates are judgmental in nature and are made by the Company at a point in time, using available information, expected business plans, and expected market conditions. As a result, the actual amount received on the sale of inventory could differ from its estimated value. The Company performs periodic reviews on the inventory balance. The impact of changes in inventory reserves made by the Company is reflected in cost of goods sold.

(j)Investment in Associates

Associates are all entities over which the Company has significant influence, but not control, generally with the Company holding between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity method and are initially recognized by the Company at cost. Unrealized gains on transactions between the Company and its associates are eliminated to the extent of the Company’s interest in the applicable associates. Accounting policies of associates are adjusted where necessary to ensure consistency with the policies adopted by the Company. If the financial statements of an associate are prepared on a date different from that used by the Company, adjustments are made for the effects of significant transactions or events that occur between the associate’s date and the date of the Company’s Consolidated Financial Statements.

Gains and losses arising in investments in associates are recognized in the Company’s Consolidated Statements of Operations.

The Company assesses annually whether there is any objective evidence that its interest in associates is impaired. If impaired, the carrying value of the Company’s interest of the underlying assets of the applicable associate is written down to its estimated recoverable amount (being the higher of fair value less costs of disposal or value in use) and reflected as a charge in the Company’s consolidated statement of operations. There were no impairment charges recorded for the years ended December 31, 2022, 2021 and 2020.

(k)Property, Plant and Equipment

Property, plant and equipment are stated at cost, net of accumulated depreciation and impairment losses, if any. Expenditures made by the Company that materially increase the life of the assets are capitalized. Ordinary repairs and maintenance are expensed as incurred. The Company’s estimated depreciable lives of operating assets and facilities are as follows:


Land			Not Applicable
Building			30 years
Construction in Progress (“CIP”)			Not Applicable
Leasehold Improvements			Shorter of: remaining lease term or
			10 years
Tools & Equipment			7 years
Kitchen & Lab Equipment			7 years
Other Machinery & Equipment			7 years
Furniture & Fixtures			7 years
Electronic & Security Equipment			5 years
Vehicles			7 years
Land Improvements			15 years

The assets’ residual values, useful lives and methods of depreciation are reviewed by the Company at each financial year-end and adjusted prospectively, if deemed appropriate. An item of equipment is derecognized upon disposal or when no future economic benefits are expected from its use. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying value of the asset) is included in the Consolidated Statements of Operations in the year the asset is derecognized.

Depreciation of property, plant and equipment is dependent upon estimates of useful lives which are determined by the Company through the exercise of judgment. The assessment of any impairment of these assets is dependent upon estimates of recoverable amounts that take into account factors such as economic and market conditions and the useful lives of such assets.

Property, plant and equipment classified as construction in progress are transferred when placed in service, at which time depreciation of the asset begins.

(l)Intangible Assets

Intangible assets are recorded at cost, less accumulated amortization and impairment losses, if any. Intangible assets acquired by the Company in a business combination are measured at fair value at the acquisition date. Amortization periods of assets with finite lives are based on the Company’s estimates as of the dates of acquisitions. Intangible assets with finite lives are amortized over their estimated useful lives. The estimated useful lives, residual values and amortization methods are reviewed at each year end, and any changes in estimates are accounted for prospectively. Amortization periods by class of intangible assets with finite lives were as follows as of December 31, 2022:


Licenses			9-15 years
Tradenames			5-10 years
Technology			5-20 years

During the fourth quarter and year ended December 31, 2022, the Company noted a triggering event in its Step Zero analysis of its Goodwill impairment test (see “m” below for more details). Accordingly, the Company performed a qualitative analysis and determined that a license associated with its Arizona cultivation (wholesale) reporting unit, was fully impaired. As of December 31, 2022, the Company has recorded an impairment charge of $116,151 associated with this intangible asset.

No such impairment charges were recorded during the years ended December 31, 2021 or 2020.

(m)Goodwill

Goodwill represents the excess of the purchase price paid for the acquisition of an entity over the fair value of the net tangible and intangible assets acquired. Goodwill is either assigned to a specific reporting unit or allocated between reporting units based on the relative fair value of each reporting unit.

Goodwill is not subject to amortization and is tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. During the year ended December 31, 2022, the Company voluntarily changed the assessment date of its the annual goodwill and indefinite-lived intangible asset impairment testing, in accordance with Financial Accounting Standards Board ASC 350, Intangibles–Goodwill and Other, from the end of the year (12/31), as applicable, to the beginning of the fourth quarter of the fiscal year (10/1), for all reporting units.

The Company applies the guidance in ASU 2011-08, Intangibles-Goodwill and Other-Testing Goodwill for Impairment, which provides entities with an option to perform a qualitative assessment (commonly referred to as “Step Zero”) to determine whether further quantitative analysis for impairment of goodwill is necessary. In performing Step Zero for the Company’s goodwill impairment test, the Company is required to make assumptions and judgments including, but not limited to, the following: the evaluation of macroeconomic conditions as related to the Company’s business, industry and market trends, and the overall future financial performance of its reporting units and future opportunities in the markets in which they operate. If impairment indicators are present after performing Step Zero, the Company would perform a quantitative impairment analysis to estimate the fair value of goodwill.

During the years ended December 31, 2021 and 2020, the Company performed the Step Zero analysis for its goodwill impairment test. As a result of the Company's Step Zero analysis, no further quantitative impairment test was deemed necessary. No such impairment charges were recorded for the years ended December 31, 2021 or 2020.

Additionally, during the year ended December 31, 2022, the Company performed the Step Zero analysis for its goodwill impairment test on a quarterly basis. The step zero analysis resulted in a probable impairment for the fourth quarter test, which led the Company to proceed with a quantitative evaluation. Furthermore, the Company evaluated whether the fourth quarter impairment could have pertained to an earlier interim period and concluded that the impairment was appropriately recognized in the fourth quarter ended December 31, 2022, after evaluating the significance and duration of sustained market value contractions in the cannabis industry, as well as, the Company’s own decline in market capitalization.

During the fourth quarter and year ended December 31, 2022, the Company recognized an impairment charge of (i) $46,537 associated with its Arizona retail reporting unit, (ii) $2,252 associated with its Arizona cultivation (wholesale) reporting unit, (iii) $61,127 associated with its Pennsylvania retail reporting unit, and (iv) $3,115 associated with its Pennsylvania cultivation (wholesale) reporting unit, as the carrying values of the reporting units exceeded the estimated fair value by such amounts.

The analysis performed included estimating the fair value of each reporting unit using either an income or market approach. The income approach requires management to estimate a number of factors for each reporting unit, including projected future operating results, economic projections, anticipated future cash flows, discount rates, the allocation of shared or corporate costs and the eventual repeal of 280E of the Code. The market approach estimates fair value using comparable marketplace fair value data from within a comparable industry grouping.

The determination of fair value in the quantitative assessment requires the Company to make significant estimates and assumptions. These estimates and assumptions primarily include but are not limited to: the discount rate; terminal growth rates; and forecasts of revenue, operating income, depreciation and amortization and capital expenditures.

(n)Leased Assets

At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Company assesses whether:

•the contract involves the use of an identified asset,

•the Company has the right to obtain substantially all of the economic benefits from use of the asset through the period of use; and

•the Company has the right to direct the use of the asset.

Such standard is applied to contracts entered into, or changed, on or after January 1, 2019.

At inception or on reassessment of a contract that contains a lease component, the Company allocates consideration in the contract to the lease component on the basis of their relative stand-alone prices.

The Company recognizes a right-of-use (“ROU”) asset and a lease liability at the lease commencement date.

The ROU asset is initially measured at cost, which is comprised of (i) the initial amount of the lease liability, as adjusted for any lease payments made at or before the commencement date, plus (ii) the amount of any initial direct costs incurred, plus (iii) an estimate of the cost to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less (iv) any lease incentives received by the Company.

The ROU asset is depreciated using the straight-line method from the commencement date to the earlier of the end of the estimated useful life of the ROU asset or the end of the lease term. For operating leases, the ROU asset depreciation fluctuates in relation to the interest expense on the lease liability, in combination, resulting in a straight-line rent expense attribution. The estimated useful lives of the ROU assets are determined on the same basis as the life of the lease. In addition, the ROU asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate. Generally, the Company uses its incremental borrowing rate as the discount rate. Lease payments included in the measurement of the lease liability comprise the following:

•fixed payments, including in-substance fixed payments;

•variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;

•amounts expected to be payable under a residual value guarantee; and

•the exercise price under a purchase option that the Company is reasonably certain to exercise, lease payments in an optional renewal period if the Company is reasonably certain to exercise an extension option, and penalties for early termination of a lease unless the Company is reasonably certain not to terminate early.

The lease liability is measured at amortized cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Company’s estimate of the amount expected to be payable under a residual value guarantee, or if the Company changes its assessment of whether it will exercise a purchase, extension, or termination option.

When the lease liability is remeasured by the Company, a corresponding adjustment is made to the carrying amount of the ROU asset, or is recorded as a profit or loss if the carrying amount of the ROU asset has been reduced to zero.

The Company has elected not to recognize right-of-use assets and lease liabilities for short-term leases that have a lease term of 12 months or less. The Company recognizes the lease payments associated with the leases as an expense on a straight-line basis over the lease term.

(o)Advertising

Advertising costs are charged to expense when incurred. Advertising expenses totaled $15,997, $8,644 and $919 for the years ended December 31, 2022, 2021 and 2020, respectively.

(p)Income Taxes

Deferred taxes are determined by the Company using an asset and liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of the Company, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

Deferred tax assets and liabilities are measured using the enacted tax rates. The impact of a change in tax law or tax rates on deferred tax assets and liabilities is recognized by the Company in income in the period that enactment of the change occurs.

Provisions for taxes are made using the Company’s estimate of the amount expected to be paid based on a qualitative assessment of all relevant factors. The Company reviews the adequacy of these provisions at the end of each financial reporting period. However, it is possible that an additional liability could result from future audits by taxing authorities. Where the final amounts of these taxes are different from the amount that were initially recorded, such differences will affect the tax provisions in the financial reporting period in which such final determination is made.

As discussed further in Note 13 - Income Taxes, the Company is subject to the limitations of Section 280E of the Internal Revenue Code of 1986, as amended (the “Code”).

(q)Revenue Recognition

Revenue is recognized by the Company in accordance with ASU 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”).

In order to recognize revenue under ASU 2014-09, the Company applies the following five steps:

•identify a customer along with a corresponding contract;

•identify the performance obligation(s) in the contract to transfer goods or provide distinct services to a customer;

•determine the transaction price the Company expects to be entitled to in exchange for transferring promised goods or services to a customer;

•allocate the transaction price to the performance obligation(s) in the contract; and

•recognize revenue when or as the Company satisfies the performance obligation(s).

Revenues from the wholesale and retail sales are generally recognized by the Company at a point in time when control over the goods has been transferred to the customer and reflects the amount the Company expects to receive for such goods, net of discounts.

Payment is typically due upon transferring the goods to the customer or within a specified time period permitted under the Company’s credit policy. Wholesale customers may have payment terms within a specified time-period permitted under the Company’s credit policy, typically within 30 days of transfer of the goods to the customer. The Company generally requires full payment from a customer for any previous purchase prior to entering into another purchase contract with such customer.

Revenue is recognized upon the satisfaction of the performance obligation. The Company satisfies its performance obligation and transfers control upon delivery and acceptance by the customer.

The Company has customer loyalty programs in which retail customers accumulate points for future product discounts that are based on each dollar paid for the Company’s products. These points are recorded by the Company 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 Company’s estimated probability of point redemption, which is calculated based on a standalone selling price.

(r)Fair Value of Financial Instruments

The Company applies fair value accounting for all financial assets and liabilities that are recognized or disclosed at fair value in its financial statement 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.

The individual fair values attributed to the different components of a financing transaction, derivative financial instruments, are determined using valuation techniques. The Company uses its judgment to select the methods used to make certain assumptions and in performing the fair value calculations to determine (i) the values attributed to each component of a transaction at the time of their issuance; (ii) the fair value measurements for certain instruments that require subsequent measurement at fair value on a recurring basis; and (iii) for disclosing the fair value of financial instruments subsequently carried at amortized cost. These valuation estimates could be

significantly different because of the use of judgment and the inherent uncertainty in estimating the fair value of these instruments that are not quoted in an active market. For further details, see Note 19 – Fair Value Measurements.

(s)Commitments and Contingencies

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

Contingent liabilities are measured at management’s best estimate of the expenditure required to settle the obligation at the end of the reporting period and are discounted to present value where the effect is material. The Company performs evaluations to identify onerous contracts and, where applicable, records contingent liabilities for such contracts.

Contingent purchase price consideration is measured as of the acquisition and is estimated using probability weighting of potential payouts. Subsequent changes in the estimated contingent considerations from the final purchase price allocation are recognized in the Company’s Consolidated Statement of Operations.

(t)Impairment of Other Long-Lived Assets

The Company evaluates the recoverability of other long-lived assets, including property, plant and equipment, and certain identifiable intangible assets, whenever events or changes in circumstances indicate that the carrying value of an asset or asset group may not be recoverable. The Company performs impairment tests of indefinite-lived intangible assets on an annual basis or more frequently in certain circumstances. Factors which could trigger an impairment review include significant underperformance relative to historical or projected future operating results, significant changes in the manner of use of the assets or the strategy for the overall business, a significant decrease in the market value of the assets or significant negative industry or economic trends.

When the Company determines that the carrying value of long-lived assets may not be recoverable based upon the existence of one or more of the indicators, the assets are assessed for impairment based on the estimated future undiscounted cash flows expected to result from the use of the asset and its eventual disposition. If the carrying value of an asset exceeds its estimated future undiscounted cash flows, an impairment loss is recorded for the excess of the asset’s carrying value over its fair value. During the year ended December 31, 2022, the Company record a full impairment charge associated with its Arizona cultivation (wholesale) license of $116,151. There were no impairment charges related to intangible assets or property, plant and equipment for the years ended December 31, 2021 and 2020.

(u)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 earning (losses) per share for the years ended December 31, 2022, 2021 and 2020 because their impact would have been anti-dilutive.

(v)Convertible Notes

The Company accounts for hybrid contracts that feature conversion options in accordance with ASC Topic 815, Derivatives and Hedging Activities (“ASC 815”). ASC 815 requires companies to bifurcate conversion options and account for them as freestanding financial instruments according to certain criteria. If the embedded features do not meet the criteria for bifurcation, the convertible instrument is accounted for as a single hybrid instrument in accordance with ASC Topic 470-20, Debt with Conversion and Other Options (“ASC 470-20”).

The modification of warrant agreements presented as equity classified are first analyzed to ensure that such modifications do not change the classification of the instrument. If equity presentation remains proper, an adjustment to equity is recorded. If equity presentation is not preserved, the modification is evaluated under ASC 470-20.

(w)Business Combinations

Business combinations are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value at the date of the transaction. Transaction related costs are expensed as incurred. Identifiable assets and liabilities, including intangible assets, of acquired businesses are recorded at their fair value at the date of the transaction. When the Company acquires control of a business, any previously held equity interest is also remeasured to fair value. The excess of the purchase consideration and any previously held equity interest over the fair value of identifiable net assets acquired is goodwill. If the fair value of identifiable net assets acquired exceeds the purchase consideration and any previously held equity interest, the difference is recognized in the Consolidated Statements of Operations immediately as a gain.

Contingent consideration is measured at its transaction-date fair value and included as part of the consideration transferred in a business combination. Contingent consideration that is classified as equity is not remeasured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Contingent consideration that is classified as an asset or a liability is remeasured at subsequent reporting dates in accordance with ASC Topic 450, Contingencies, as appropriate, with the corresponding gain or loss being recognized in the Consolidated Statement of Operations.

The Company recognizes the identifiable assets acquired and the liabilities assumed at their acquisition date fair values in accordance with ASC Topic 820, Fair Value. Management exercises judgement in estimating the fair values of specific assets and liabilities such as inventory, fixed assets and intangible assets. In general, acquired current assets and liabilities are valued at cost basis as carrying value approximates fair value.

Inventory is recognized at net realizable value. Historical inventory costs are used to calculate the estimated fair value of inventory, also known as the inventory step-up. Management analyzes the acquirees’ historical performance and considers other factors that may impact the inventory step up such as operational, regulatory, legal or economic factors that may influence post-acquisition performance.

Where applicable, the Company engages independent valuation experts to perform fair value assessments on tangible assets, inclusive of property, plant and equipment. The valuation expert appraises the fair value of acquired fixed assets.

The Company identifies intangible assets and, depending on the type of intangible asset and the complexity of determining its fair value, an independent valuation expert or management may develop the fair value, using appropriate valuation techniques, which are generally based on a forecast of the total expected future net cash flows. The evaluations are linked closely to the assumptions made by management regarding the future performance of the assets concerned and any changes in the discount rate applied.

Cannabis licenses are the primary intangible asset acquired in business combinations as they provide the Company the ability to operate in each market. The key assumptions used in these cash flow projections include discount rates and terminal growth rates. Other significant assumptions include revenue, gross profit, operating expenses and anticipated capital expenditures which are based upon the Corporation’s historical operations along with management projections.

Certain fair values may be estimated at the transaction date pending confirmation or completion of the valuation process. Where provisional values are used in accounting for a business combination, they may be adjusted in subsequent periods. However, the measurement period will last for one year from the transaction date.

Judgment is applied in assessing whether the Company exercises control and has significant influence over entities in which the Company directly or indirectly owns an interest. The Company has control when it has the power over the entity, has exposure or rights to variable returns, and has the ability to use its power to affect the returns. Significant influence is defined as the power to participate in the financial and operating decisions of the entities. Where the Company is determined to have control, these entities are consolidated. Additionally, judgment is applied in determining the effective date on which control was obtained.

(x)Segment Reporting

An operating segment is a component of the Company for which discrete financial information is available and whose operating results are regularly reviewed by the entity’s chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance, and that engages in business activities from which it may earn revenue and incur expenses. The Company has two reportable segments: (i) Cultivation (Wholesale), which is the cultivation, production and sale of cannabis to retail stores, and (ii) Retail, which is the retailing of cannabis to patients and consumers.

For the purposes of testing impairment of goodwill, the Company has identified 13 reporting units. The Company analyzed 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 (wholesale)) which were primarily determined based on the licenses each market holds.

All revenues were generated in the United States for the years ended December 31, 2022, 2021 and 2020.

(y)Stock-Based Payments

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

The Company recognizes compensation expense for restricted stock units (“RSUs”) and options on a straight-line basis over the requisite service period of the award and forfeitures are recorded as incurred. Non-market vesting conditions are included in the assumptions about the number of options or RSUs that are expected to achieve such vesting conditions. Estimates are subsequently revised if there is any indication that the number of options or RSUs expected to vest differs from the previous estimate. Any cumulative adjustment prior to vesting is recognized in the current period. No adjustment is made to any expense recognized in prior period if options ultimately exercised are different to that estimated on vesting.

(z)Assets Held for Sale

Our Company classifies long-lived assets to be sold as held for sale in the period in which all of the following criteria are met: (i) management, having the authority to approve the action, commits to a plan to sell the asset; (ii) the asset is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets; (iii) an active program to locate a buyer and other actions required to complete the plan to sell the asset have been initiated; (iv) the sale of the asset is probable, and transfer of the asset or disposal group is expected to qualify for recognition as a completed sale within one year (v) the asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and (vi) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.

Assets held for sale represent land, buildings and other fixed assets less accumulated depreciation related to facilities in which the Company has no continuing involvement. We record assets held for sale in accordance with ASC 360 “Property, Plant, and Equipment,” at the lower of carrying value or fair value less cost to sell. Fair value is based on the estimated proceeds from the sale of the facility utilizing recent purchase offers. As of December 31, 2022, the Company had $3,433 of assets held for sale relating to several facilities in Nevada that are to be sold in the first half of 2023.

(aa) Significant Accounting Judgments, Estimates, and Assumptions

The preparation of the Company’s consolidated financial statements requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, and revenue and expenses. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the review affects both current and future periods. Significant judgments, estimates, and assumptions that have the most significant effect on the amounts recognized in the consolidated financial statements are described below.

(i)Estimated Useful Lives and Amortization of Intangible Assets

Amortization of intangible assets is recorded on a straight-line basis over their estimated useful lives, which do not exceed the contractual period, if any. Intangible assets that have indefinite lives are not subject to amortization and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they may impaired.

(ii)Inventory

The net realizable value of inventory represents the estimated selling price for inventory in the ordinary course of business, less all estimated costs of completion and costs necessary to make the sale. The determination of net realizable value requires significant judgment, including consideration of factors such as shrinkage, the aging of and future demand for inventory, expected future selling price the Company expects to realize by selling the inventory, and any contractual arrangements with customers. Reserves for excess and obsolete inventory are based upon quantities on hand, projected volumes from demand forecasts and net realizable value. The estimates are judgmental in nature and are made at a point in time, using available information, expected business plans, and expected market conditions. As a result, the actual amount received on sale could differ from the estimated value of inventory. Periodic reviews are performed on the inventory balance. The impact of changes in inventory reserves is reflected in cost of goods sold.

(iii)Determination of Reporting Units

The Company’s assets are aggregated into two reportable segments: cultivation (wholesale) and retail. For the purposes of testing impairment of goodwill, the Company has identified 13 reporting units. The Company analyzed 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 (wholesale)) which were primarily determined based on the licenses each market holds.

(iv)Goodwill Impairment

Goodwill is tested for impairment annually and whenever events or changes in circumstances indicate that the carrying amount of goodwill has been impaired. To determine if the value of goodwill has been impaired, the reporting unit to which goodwill has been assigned or allocated must be valued using present value techniques. When applying this valuation technique, the Company relies on a number of factors, including historical results, business plans, forecasts and market data. Changes in the conditions for these judgments and estimates can significantly affect the assessed value of goodwill.

The analysis performed included estimating the fair value of each reporting unit using either an income or market approach. The income approach requires management to estimate a number of factors for each reporting unit, including, but not limited to, projected future operating results, economic projections, anticipated future cash flows, discount rates, the allocation of shared or corporate costs and the eventual repeal of 280E of the Code. The market approach estimates fair value using comparable marketplace fair value data from within a comparable industry grouping.

As a result of the Company's goodwill impairment analysis for the year ended December 31, 2022, the Company determined four of the reporting units were impaired. See Note 7 - Goodwill for further details.

(v)Property, Plant and Equipment Impairment

The Company evaluates the carrying value of long-lived assets at the end of each reporting period whenever there is any indication that a long-lived asset is impaired. Such indicators include evidence of physical damage, indicators that the economic performance of the asset is worse than expected, or that the decline in asset value is more than the passage of time or normal use, or significant changes occur with an adverse effect on the Company’s business. If any such indication exists, the Company estimates the recoverable amount of the asset. An asset is impaired when its carrying amount exceeds its recoverable amount. The Company measures impairment based on the amount by which the carrying value exceeds the estimated fair value of the long-lived asset. The fair value is determined primarily by using the projected future cash flows discounted at a rate commensurate with the risk involved as well as market valuations. Losses on long-lived assets to be disposed of are determined in a similar manner, except that the fair values are reduced for an estimate of the cost to dispose or abandon.

(vi)Discount Rate for Leases

ASC 842 requires lessees to discount lease payments using the rate implicit in the lease if that rate can be readily determined. If that rate cannot be readily determined, the Company generally uses the incremental borrowing rate when initially recording leases. Generally, the Company uses its incremental borrowing rate as the discount rate.

(vii)Business Combinations

In a business combination, all identifiable assets, liabilities and contingent liabilities acquired are recorded at their fair values. One of the most significant estimates relates to the determination of the fair value of these assets and liabilities. Contingent consideration is measured at its transaction-date fair value and included as part of the consideration transferred in a business combination. Contingent consideration that is classified as equity is not remeasured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Contingent consideration that is classified as an asset or a liability is remeasured at subsequent reporting dates in accordance with ASC Topic 450, Contingencies, as appropriate, with the corresponding gain or loss being recognized in profit or loss. For any intangible asset identified, depending on the type of intangible asset and the complexity of determining its fair value, an independent valuation expert or management may develop the fair value, using appropriate valuation techniques, which are generally based on a forecast of the total expected future net cash flows. The evaluations are linked closely to the assumptions made by management regarding the future performance of the assets concerned and any changes in the discount rate applied. Certain fair values may be estimated at the transaction date pending confirmation or completion of the valuation process. Where provisional values are used in accounting for a business combination, they may be adjusted retrospectively in subsequent periods. However, the measurement period will last for one year from the transaction date.

(viii) Consolidation

(ix) Expected Credit Loss

Management determines the expected credit loss by evaluating individual receivable balances and considering accounts and other receivable financial conditions and current economic conditions. Accounts receivable and financial assets recorded in other receivables are written off when deemed uncollectible. Recoveries of accounts receivable previously written off are recorded as income when received. All receivables are expected to be collected within one year of the Consolidated Balance Sheet date.

(x) Fair Value of Financial Instruments

The individual fair values attributed to the different components of a financing transaction, derivative financial instruments, are determined using valuation techniques. The Company uses judgment to select the methods used to make certain assumptions and in performing the fair value calculations to determine (a) the values attributed to each component of a transaction at the time of their issuance; (b) the fair value measurements for certain instruments that require subsequent measurement at fair value on a recurring basis; and (c) for disclosing the fair value of financial instruments subsequently carried at amortized cost. Such valuation estimates could be significantly different because of the use of judgment and the inherent uncertainty in estimating the fair value of these instruments that are not quoted in an active market.

(xi) Income Tax

Provisions for taxes are made using the best estimate of the amount expected to be paid based on a qualitative assessment of all relevant factors. The Company reviews the adequacy of these provisions at the end of the reporting period. However, it is possible that at some future date an additional liability could result from audits by taxing authorities. Where the final outcome of these tax related matters is different from the amounts that were initially recorded, such differences will affect the tax provisions in the period in which such determination is made.

(ab) Accounting Pronouncements – Recently Adopted

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which replaces the incurred loss model with a current expected credit loss (“CECL”) model and requires consideration of a broader range of reasonable and supportable information to explain credit loss estimates. ASU 2016-13 applies to financial assets, measured at amortized cost, including loans, held-to-maturity debt securities, net investments in leases and trade accounts receivable. ASU 2016-13 must be adopted using a modified retrospective transition method through a cumulative-effect adjustment to members’ equity in the period of adoption. The Company adopted the new standard in the first quarter of the year ended December 31, 2020. The adoption of ASU 2016-13 did not have a material impact on the Company’s consolidated financial statements.

In January 2017, the FASB issued ASU No. 2017-04 “Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment” (“ASU 2017-04”), which simplifies the accounting for goodwill impairment. ASU 2017-04 requires entities to record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value (Step 1 under the current impairment test). The standard eliminates Step 2 from the current goodwill impairment test, which included determining the implied fair value of goodwill and comparing it with the carrying amount of that goodwill. ASU 2017-04 must be applied prospectively and is effective in the first quarter of 2020. Early adoption is permitted. The Company adopted ASU 2017-04 in the first quarter of the year ended December 31, 2020. The adoption of ASU 2017-04 did not have a material impact on the Company’s consolidated financial statements.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740)—Simplifying the Accounting for Income Taxes, which is intended to simplify various aspects related to accounting for income taxes (“ASU 2019-12”). ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. ASU 2019-12 was effective for the Company beginning January 1, 2021. The adoption of ASU 2019-12 did not have a material impact on the Company’s consolidated financial statements.

In January 2020, the FASB issued ASU 2020-01, Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) (“ASU 2020-01”), which is intended to clarify the interaction of the accounting for equity securities under Topic 321, investments accounted for under the equity method of accounting in Topic 323 and the accounting for certain forward contracts and purchased options accounted for under Topic 815. ASU 2020-01 was effective for the Company beginning January 1, 2021. The adoption of ASU 2020-01 did not have a material impact on the Company’s consolidated financial statements.

On August 5, 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06), to improve financial reporting associated with accounting for convertible instruments and contracts in an entity’s own equity. The amendments in this ASU 2020-06 are effective for public business entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. The adoption of ASU 2020-06 did not have a material impact on the Company’s consolidated financial statements.

(ac) Accounting Pronouncements – Recently Issued

The Financial Accounting Standards Board (“FASB”) and the SEC have issued certain other accounting pronouncements as of December 31, 2022 that will become effective in subsequent periods; however, management does not believe that any of these pronouncements would have significantly affected the Company’s financial accounting measurements or disclosures had they been in effect during the periods for which financial statements are included in this annual report, nor does management believe those pronouncements would have a significant effect on the Company’s future financial position or results of operations.

(ad) 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 year ended December 31, 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 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 consolidated financial statements and reported amounts of revenue and expenses during the periods presented. Such estimates and assumptions affect, among other things, the Company’s goodwill; long-lived assets and intangible assets; operating lease right of use assets and operating lease liabilities; valuation of deferred income taxes; the allowance for doubtful accounts; assessment of the Company’s lease and non-lease contract expenses; and measurement of compensation cost for bonus and other compensation plans.

REVERSE TAKEOVER TRANSACTION ("RTO")	12 Months Ended
REVERSE TAKEOVER TRANSACTION ("RTO")	Dec. 31, 2022
Reverse Recapitalization [Abstract]
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 and 578,354 Subordinate Voting Shares and $4,580 in transactions costs to the offering agents as a broker fee, for a net RTO Financing amount of $95,420. 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 10 - Transactions, below for additional details of the acquisitions of the AME Parties and related transactions. In accordance with ASC Topic 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 Topic 505-50, Equity-Based Payments to Non-Employees, applies to transactions where an entity grants equity instruments and cannot identify specifically some or all of the goods or services received in return. Because the Company issued shares with a value in excess of the assets received, the difference is recognized in RTO-related issuance cost through equity. The amount assigned to the transaction cost of $198 is the difference between the fair value of the consideration and the net identifiable assets of Majesta SubCo acquired by the Company.

INVENTORY

12 Months Ended

Dec. 31, 2022

Inventory Disclosure [Abstract]

INVENTORY


4. INVENTORY

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


	December 31, 2022		December 31, 2021
			(As Restated)
Raw Materials	$	7,120	$	5,767
Work in Process	123,101		96,367
Finished Goods	34,311		38,569

Total Inventory	$	164,532	$	140,703

PROPERTY, PLANT AND EQUIPMENT

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

PROPERTY, PLANT AND EQUIPMENT

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


	December 31, 2022		December 31, 2021

Land	$	31,877	$	29,399
Buildings and Improvements	197,819		126,020
Furniture and Fixtures	16,189		13,259
Computer Equipment and Software	21,478		14,078
Leasehold Improvements	211,785		182,514
Tools and Equipment	88,507		65,774
Vehicles	4,992		3,229
Assets Under Construction (1)	41,800		64,107

Total Property, Plant and Equipment, Gross	614,447		498,380
Less: Accumulated Depreciation	(88,542)		(46,148)

Property, Plant and Equipment, Net	$	525,905	$	452,232

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

A reconciliation of the beginning and ending balances of property, plant and equipment is as follows:


	Property, Plant and Equipment, Gross		Accumulated Depreciation		Property, Plant and Equipment, Net

Balance as of January 1, 2021	$	162,153	$	(17,971)	$	144,182
Additions	164,940		—		164,940
Property, plant and equipment from business combination	175,172		—		175,172
Disposals and other	(3,885)		15		(3,870)
Depreciation	—		(28,192)		(28,192)

Balance as of December 31, 2021	$	498,380	$	(46,148)	$	452,232
Additions	122,626		—		122,626
Property, plant and equipment from business combination	5,891		(229)		5,662
Disposals and other	(11,196)		1,596		(9,600)
Deconsolidation from disposition of business combination	(1,254)		281		(973)
Depreciation	—		(44,042)		(44,042)

Balance as December 31, 2022	$	614,447	$	(88,542)	$	525,905

For the years ended December 31, 2022 and December 31, 2021, depreciation expense included in costs of goods sold totaled $31,774 and $20,395 respectively. For the years ended December 31, 2022 and December 31, 2021, depreciation expense included in selling, general, and administrative expense totaled $12,268 and $7,797, respectively.

INTANGIBLE ASSETS

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

INTANGIBLE ASSETS


6. 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. 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 December 31, 2022 and December 31, 2021, 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	(2,025)		—		(5,172)		(7,197)
Impairment	(130,670)		—		—		(130,670)
Balance as of December 31, 2022	$	1,274,981	$	54,166	$	6,431	$	1,335,578

Accumulated Amortization
Balance as of January 1, 2022	66,703		4,158		1,126		71,987
Amortization	91,062		5,421		861		97,344
Impairment	$	(14,519)	$	—	$	—	$	(14,519)
Balance as of December 31, 2022	$	143,246	$	9,579	$	1,987	$	154,812

Net Book Value
Balance as of January 1, 2022	1,319,428		50,008		10,477		1,379,913
Balance as of December 31, 2022	$	1,131,735	$	44,587	$	4,444	$	1,180,766


	Licenses		Tradenames		Technology		Total
Cost
Balance as of January 1, 2021	$	76,375	$	78	$	—	$	76,453
Purchases	55,776		—		115		55,891
Additions from business combination	1,254,781		54,088		11,488		1,320,357
Adjustments to purchase price allocation	(801)		—		—		(801)
Disposals	—		—		—		—
Balance as of December 31, 2021	$	1,386,131	$	54,166	$	11,603	$	1,451,900

Accumulated Amortization
Balance as of January 1, 2021	4,034		—		—		4,034
Amortization	62,669		4,158		1,126		67,953
Balance as of December 31, 2021	$	66,703	$	4,158	$	1,126	$	71,987

Net Book Value
Balance as of January 1, 2021	72,341		78		—		72,419
Balance as of December 31, 2021	$	1,319,428	$	50,008	$	10,477	$	1,379,913

The Company recorded amortization expense for the years ended December 31, 2022 and 2021 of $97,344 and $67,953, respectively.

On an annual basis, the Company reviews the estimated useful lives, residual values and amortization methods used for each identifiable intangible asset acquired. During the 2022 annual review, management determined that the Arizona cultivation (wholesale) license was impaired. As of December 31, 2022, the Company recorded an impairment charge of $116,151 on the remaining net book value.

No such impairment charges were recorded during the years ended December 31, 2021 or 2020.

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

During the year ended December 31, 2022, the Company identified an error in its calculation of the technology intangible asset value related to the AltMed acquisition. A correction to the value of the technology intangible asset resulted in an out-of-period increase to the carrying value of goodwill and decrease to the carrying value of the technology intangible asset of approximately $5,172, as well as a decrease to amortization expense of $320.

The following table outlines the estimated annual amortization expense related to intangible assets as of December 31, 2022:


Year Ending December 31:	Estimated Amortization
2023	$	91,461
2024	91,461
2025	91,461
2026	90,746
2027	90,672
Thereafter	724,965
	$	1,180,766

GOODWILL

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL


7. GOODWILL

The Company’s assets are aggregated into two reportable segments: Cultivation (Wholesale) and Retail. For the purposes of testing impairment of goodwill, the Company has identified 13 reporting units.

The changes in the carrying amount of goodwill, by reportable segment, for the years ended December 31, 2021 and 2022 were as follows:


	January 1, 2021		Impairment		Adjustments to purchase price allocation		Acquisitions		December 31, 2021
Cultivation	$	64	$	—	$	312	$	90,740	$	91,116
Retail	15,965		—		(30)		261,079		277,014
	$	16,029	$	—	$	282	$	351,819	$	368,130


	January 1, 2022		Impairment		Adjustments to purchase price allocation		Acquisitions		December 31, 2022
Cultivation	$	91,116	$	(5,367)	$	(2,745)	$	—	$	83,004
Retail	277,014		(107,664)		6,418		10,316		186,084
	$	368,130	$	(113,031)	$	3,673	$	10,316	$	269,088

During the year ended December 31, 2022, the Company recognized an impairment charge of (i) $46,537 associated with its Arizona retail reporting unit, (ii) $2,252 associated with its Arizona cultivation (wholesale) reporting unit, iii) $61,127 associated with its Pennsylvania retail reporting unit, and (iv) $3,115 associated with its Pennsylvania cultivation (wholesale) reporting unit, as the carrying values of the reporting units exceeded the estimated fair value by such amounts. As of December 31, 2022 the carrying value of goodwill for Arizona cultivation reporting unit is $41,801, and the goodwill for Arizona retail, Pennsylvania retail and Pennsylvania cultivation reporting units were fully impaired.

During the year ended December 31, 2022, the Company made prospective adjustments to the purchase price allocations associated with previously acquired entities that resulted in changes 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.

During the year ended December 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 a decrease of $2,745 to goodwill for changes to inventory, income taxes, deferred tax liabilities and accrued payables.

During the year ended December 31, 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 year ended December 31, 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 $2,221 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.

During the year ended December 31, 2022, the Company recorded measurement period adjustments in connection with the September 7, 2022 acquisition of WSCC, Inc. (“Sierra Well”). The purchase price adjustment led to an increase of $340 to goodwill.

EARNINGS (LOSSES) PER SHARE

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

EARNINGS (LOSSES) PER SHARE


8. 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. Diluted earnings (losses) per share is computed based on 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, to the extent dilutive.

The computations of net earnings (losses) per share, on a basic basis and diluted basis, including reconciliations of the numerators and denominators, for the years ended December 31, 2022, 2021 and 2020 were as follows:


	December 31, 2022		December 31, 2021		December 31, 2020
			(As Restated)
Numerator
Net Income (Loss) attributable to Verano Holdings Corp.	$	(269,164)	$	(57,507)	$	38,401

Denominator
Basic
Pre-RTO weighted-average shares outstanding	—		158,203,932		—
Post-RTO weighted-average shares outstanding	—		307,177,442		—
Weighted-average shares outstanding – basic	331,409,315		290,443,432		263,919,366

Diluted
Pre-RTO weighted-average shares outstanding	—		158,203,932		—
Post-RTO weighted-average shares outstanding	—		307,177,442		—
Weighted-average shares outstanding – diluted	331,409,315		290,443,432		270,719,280

Net Income (Loss) per share - basic	$	(0.81)	$	(0.20)	$	0.15
Net Income (Loss) per share - diluted	$	(0.81)	$	(0.20)	$	0.14

Potentially dilutive securities for the year-ended December 31, 2022 were not included in the computation of diluted earnings per share because their effect would have been anti-dilutive.

NOTES RECEIVABLE

12 Months Ended

Dec. 31, 2022

Receivables [Abstract]

NOTES RECEIVABLE


9. 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 Greengate transaction (see Note 10 - 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 10 - Transactions).

As of December 31, 2022, the Company had no outstanding notes receivable.

TRANSACTIONS

12 Months Ended

Dec. 31, 2022

Business Combination and Asset Acquisition [Abstract]

TRANSACTIONS


10. TRANSACTIONS

(a)Merger Agreement

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

The RTO and AME Mergers closed on February 11, 2021 and resulted in the AME Group 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 $102 per Subordinate Voting Share and 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 December 31, 2022, the total consideration had been paid in full.

The Company accounted for the transactions as a business combination in accordance with ASC Topic 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)
Debt	(3,579)		(3,343)		(6,922)
Deferred taxes	(122,349)		(37,290)		(159,639)
Lease liabilities	(9,651)		—		(9,651)

Total identifiable net assets (liabilities)	29,068		(24,637)		4,431
Intangible assets	497,567		184,588		682,155

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

During the year ended December 31, 2022, the Company identified an error in its calculation of the technology intangible asset value related to the AltMed acquisition. A correction to the value of the technology intangible asset resulted in an out-of-period increase to the carrying value of goodwill equal to $3,801, a decrease to the carrying value of the technology intangible asset of $5,172 and a decrease of $1,371 to deferred taxes.

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	5,431		885		6,316

Total intangible assets	361,637		140,535		502,172

Goodwill (residual purchase price)	13,581		6,763		20,344
Goodwill (deferred taxes) (a)	122,349		37,290		159,639

Total goodwill	$	135,930	$	44,053	$	179,983

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

Selected line items from the Company’s audited consolidated statements of operations for the twelve months ended December 31, 2021, adjusted as if the acquisition of AltMed, deemed to be the only acquisition with material operations in the period, had occurred on January 1, 2021, are presented below:


	Consolidated Results	AltMed Pre-acquisition	Pro-forma Results

Revenues, net of discounts	737,850	22,402	760,252
Net income (loss)	(57,507)	10,933	(46,574)

(b)Business Combinations

The Company has determined that the acquisitions described below are business combinations under ASC Topic 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 audited 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 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 December 31, 2022, the total consideration had been paid in full.

The Company's Consolidated Statements of Operations includes net revenue of $13,505 and net income of $1,667 related to the acquired operations of Greengate for the year ended December 31, 2022.

WSCC, Inc.

On July 6, 2021, Verano entered into a merger agreement to acquire 100% of the equity interests of WSCC, Inc (“Sierra Well”). Sierra Well holds cannabis licenses that allow it to cultivate, produce and sell medical and recreational cannabis products in the state of Nevada, including sales through its retail 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 was 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 December 31, 2022, the present value of unpaid deferred consideration of $32 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 licenses acquired at a fair value of $7,604. The residual purchase price of $2,514 was recognized as goodwill. The Company also recognized an additional $1,596 to goodwill related to the deferred tax liability associated with the acquired cannabis licenses. During the fourth quarter of 2022, the Company recognized a decrease of $181 to goodwill related to an increase of $99 to accrued liabilities and finalizing the purchase price adjustment in which the Company did not have to pay the $280 cash held back at closing. The Company also recognized a decrease of $660 to the intangible license value offset by a decrease of $139 to deferred taxes and an increase of $521 to goodwill. The Company recognized a $5,739 long term indemnified asset measured using the same assumptions used to identify a $5,739 uncertain tax position, which is fully indemnifiable as outlined in the merger agreement. The amount was increased by $3,324 in the fourth quarter of 2022.

The Company's Consolidated Statements of Operations includes net revenue of $4,545 and net loss of $1,488 related to the acquired operations of Sierra Well for the year ended December 31, 2022.

The following table summarizes the provisional accounting estimates of the two acquisitions that occurred during the twelve months ended December 31, 2022:


	Greengate		Sierra Well

Cash and Cash Equivalents	$	1,839	$	130
Inventory	773		2,554
Prepaid & Other Current Assets	191		149
Deposits and Other Non-current Assets	45		5,776
Property, Plant and Equipment, net	1,673		4,477
Right of Use Assets, net	1,836		286
Accounts Payable and Accrued Liabilities	(1,569)		(1,917)
Deferred Taxes	—		(1,596)
Other Liabilities	(72)		(5,740)
Lease Liabilities	(1,836)		(286)

Total Identifiable Net Assets (Liabilities)	2,880		3,833
Total Intangible Assets	20,683		11,714

Net Assets	$	23,563	$	15,547

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 twelve months ended December 31, 2022 are $892,128 and $268,199, 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 (“Soothe”) 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 December 31, 2022, the total consideration had been paid in full.

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 cannabis 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 Topic 810, Consolidations (“ASC 810”). 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 December 31, 2022, the total consideration had been paid in full.

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. (“THCC”), which holds licenses for two dispensaries in Illinois. The Company, through an MSA, obtained control of THCC’s operations and cannabis license. The transaction became effective on March 17, 2021, and the Company consolidated THCC through the Variable Interest Model (“VIE”) in accordance with ASC 810. 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 December 31, 2022, the total consideration had been paid in full.

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 cannabis license. The transaction became effective on March 30, 2021, and the Company consolidated Local Joint through the VOE in accordance with ASC 810. 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 December 31, 2022, the total consideration had been paid in full.

BISHCO LLC

On February 23, 2021, the Company entered into a merger agreement to acquire BISHCO LLC (“Territory”), 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 Territory 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. 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 December 31, 2022, the present value of unpaid deferred consideration of $12,157 is included in the Acquisition Consideration Payable balance on the Company’s Consolidated Balance Sheet.

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 December 31, 2022, the total consideration had been paid in full.

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 Topic 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 gains of $4,603 and $4,158 on the decrease in contingent consideration, which was included in the Other Income (Loss) line of the Company’s Consolidated Statement of Operations for the years ended December 31, 2021 and 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, the Company issued 618,291 fully vested restricted stock units entitling the holders 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 traded on the CSE on the grant date. As of December 31, 2022, the total consideration had been paid in full.

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 as traded on the CSE on the date of the transaction. As of December 31, 2022, the total consideration had been paid in full.

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 Company’s 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 increase in the fair value of contingent consideration, which was included in the Other Income (Loss) line of the Consolidated Statement of Operations for the year ended December 31, 2022. As of December 31, 2022, the total consideration had been paid in full.

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-month and 12-month share price protection that was assigned an initial fair value of $2,508 using Monte Carlo simulation models. The fair value of the contingent consideration 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 paid $3,000 in cash and made two consideration payments in Subordinate Voting Shares. 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 of issuance to satisfy the 12-month contingency. During the fourth quarter of 2022, the Company issued 1,503,549 Subordinate Voting Shares valued at approximately $7,487 based upon the fair value of the Subordinate Voting Shares as traded on the CSE on the date of issuance. The Company recognized a $6,998 loss for the increase in the fair value of contingent consideration, which was included in the Other Income (Loss) line of the Consolidated Statement of Operations for the year ended December 31, 2022.

During the fourth quarter of 2022, the Company agreed to enter into a note payable to pay the remaining $12,500 of contingent consideration over equal installments in 2023 and as such the amount due was reclassified from Acquisition Consideration Payable to Current Portion of Debt balance on the Company’s Consolidated Balance Sheet as of December 31, 2022.

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 December 31, 2022, the total consideration had been paid in full.

The Company engaged an independent valuation expert that uses appropriate valuation techniques, generally based on forecast of the present value of expected future net cash flows, to determine the intangible assets appropriate fair value. The Company recognized an intangible asset for the cannabis license acquired at a fair value of $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. In the fourth quarter of 2022, the Company issued 619,963 Subordinate Voting Shares valued at approximately $1,734 based on the fair value of the Subordinate Voting Shares as traded on the CSE on the date of issuance. The Company recognized a $2,112 gain on the share issuances made in 2022, which was included in the Other Income (Loss) line of the Consolidated Statement of Operations for the year ended December 31, 2022. As of December 31, 2022, the present value of unpaid deferred consideration of $2,000 is included in the Acquisition Consideration Payable balance on the Company’s Consolidated Balance Sheet.

Connecticut Pharmaceutical Solutions, Inc.

On November 10, 2021, the Company entered into a merger agreement to acquire all the issued and outstanding equity interests in Connecticut Pharmaceutical Solutions, Inc., which indirectly held a medical marijuana producer license in Connecticut. The transaction closed on December 28, 2021.

Total consideration included cash payment of $6,402 and 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 closing there were 73,130 Subordinate Voting Shares held back to secure purchase price adjustment obligations, and 1,128,441 Subordinate Voting Shares held back to secure indemnification obligations, for a collective total of 1,201,572 Subordinate Voting Shares held back, which were 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. Of the 1,201,572 Subordinate Voting Shares held back, the Company retained 210,790 Subordinate Voting Shares as a result of a purchase price adjustment and the Company issued the remaining 990,782 Subordinate Voting Shares in December 2022. The agreement also included consideration of 1,625,546 Subordinate Voting Shares, valued at $19,622 based upon the fair value of the Subordinate Voting Shares as traded on the CSE on the date of issuance, and payable upon the first sale of adult-use cannabis in the state of Connecticut, which were issued in January 2023. Both deferred share issuances met equity classification at closing in accordance with ASC 815.

Additionally, 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 year ended December 31, 2022. As of December 31, 2022, other than as set forth above, the total consideration had been paid in full.

Acquiree's Financial Information and Pro Forma Information

The following table summarizes the net revenue and net loss since the acquisition date included in the Consolidated Statement of Operations for the AME Merger and the other acquisitions that closed during 2021 and 2022 for the year ended December 31, 2022:


	Year Ended December 31, 2022
	Verano Holdings		AME Merger		Other Acquisitions		Total

Revenues, net	$	409,708	$	237,613	$	232,091	$	879,412
Net Loss	(86,250)		(46,454)		(136,460)		(269,164)

The following table summarizes the net revenue and net income (loss) since the acquisition date included in the Consolidated Statement of Operations for the AME Merger and the other acquisitions that closed during 2021 for the year ended December 31, 2021:


	Year Ended December 31, 2021
	Verano Holdings		AME Merger		Other Acquisitions		Total

Revenues, net	$	375,225	$	203,895	$	158,730	$	737,850
Net Income (loss)	(59,759)		7,398		(5,146)		(57,507)

The following table summarizes the unaudited pro forma information of the combined results of operations for the year ended December 31, 2021 of the AME Merger and other acquisition transactions that closed during 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.


	Year Ended December 31, 2021
	Verano Holdings		AME Merger		Other Acquisitions		Total

Pro forma revenues, net	$	375,225	$	226,297	$	344,092	$	945,614
Pro forma net income (loss)	(59,759)		18,331		34,451		(6,977)
Pro forma adjustments
(a) intangible amortization	—		32,798		30,171		62,969
(b) inventory step up	—		71,538		9,450		80,988
Total pro forma adjustments	—		104,336		39,621		143,957
Total pro forma net income (loss)	$	(59,759)	$	122,667	$	74,072	$	136,980

(a)Includes removal of post combination amortization expense recognized on intangible assets acquired. These costs were recorded in the cost of goods sold and the depreciation and amortization line of operating expenses section within the Consolidated Statements of Operations.

(b)Includes removal of post combination inventory step up that was recognized as an increase to cost of goods sold within the Consolidated Statements of Operations.

The following table summarizes the purchase price allocation of the acquisitions that occurred during the first quarter of the year ended December 31, 2021:


	Soothe (Glass City)		Emerald (Perpetual Healthcare)		THCC		Local Joint		Total

Cash and cash equivalents	$	178	$	478	$	2,168	$	540	$	3,364
Accounts receivable, net	—		—		2,000		—		2,000
Notes Receivable	—		—		—		398		398
Inventory	58		422		1,435		219		2,134
Prepaid & other current assets	50		43		109		—		202
Property, plant and equipment, net	502		135		1,642		451		2,730
Right-of-use asset, net	63		215		936		2,480		3,694
Accounts payable and accrued liabilities	(17)		(200)		(3,307)		(216)		(3,740)
Deferred income tax	—		(6,548)		(11,914)		—		(18,462)
Lease liabilities	(63)		(215)		(936)		(2,480)		(3,694)

Total identifiable net assets (liabilities)	771		(5,670)		(7,867)		1,392		(11,374)
Total Intangible assets	2,721		33,387		51,304		16,095		103,507

Net Assets	$	3,492	$	27,717	$	43,437	$	17,487	$	92,133

The following table summarizes the purchase price allocation of the acquisitions that occurred during the second quarter of the year ended December 31, 2021:


	BISHCO ("Territory")		TerraVida Holistic Centers		The Healing Center		Total

Cash and cash equivalents	$	1,809	$	3,222	$	3,516	$	8,547
Accounts receivable, net	231		—		—		231
Inventory	7,162		4,091		3,088		14,341
Prepaid & other current assets	1,127		692		810		2,629
Deposits & other non-current assets	8		75		—		83
Property, plant and equipment, net	7,872		2,612		11,412		21,896
Right-of-use asset, net	129		2,122		—		2,251
Accounts payable and accrued liabilities	(2,770)		(1,635)		(2,569)		(6,974)
Other liabilities	(1,188)		—		(12,245)		(13,433)
Deferred income tax	(23,598)		—		—		(23,598)
Lease liabilities	(129)		(2,122)		—		(2,251)

Total identifiable net assets (liabilities)	(9,347)		9,057		4,012		3,722
Total Intangible assets	126,120		116,053		133,804		375,977

Net Assets	$	116,773	$	125,110	$	137,816	$	379,699

The following table summarizes the purchase price allocation of the acquisitions that occurred during the third quarter of the year ended December 31, 2021:


	Mad River Remedies		Agronomed Biologics		Agri Kind & Agronomed Holdings Inc		Total

Cash and cash equivalents	$	755	$	2,300	$	2,024	$	5,079
Accounts receivable, net	262		—		560		822
Inventory	396		623		4,188		5,207
Prepaid & other current assets	85		273		653		1,011
Deposits & other non-current assets	—		40		—		40
Property, plant and equipment, net	589		5,844		35,965		42,398
Right-of-use asset, net	125		2,715		—		2,840
Accounts payable and accrued liabilities	(478)		(1,126)		(1,852)		(3,456)
Other liabilities	—		(2,788)		(14,730)		(17,518)
Deferred income tax	—		(29,913)		—		(29,913)
Lease liabilities	(125)		(2,715)		—		(2,840)

Total identifiable net assets (liabilities)	1,609		(24,747)		26,808		3,670
Total Intangible assets	19,218		129,222		137,678		286,118

Net Assets	$	20,827	$	104,475	$	164,486	$	289,788

The following table summarizes the purchase price allocation of the acquisitions that occurred during the fourth quarter of the year ended December 31, 2021:


	Willow Brook		Caring Nature		CT Pharma		Total

Cash and cash equivalents	$	443	$	251	$	2,793	$	3,487
Accounts receivable, net	—		—		1,314		1,314
Inventory	243		155		10,294		10,692
Prepaid & other current assets	92		41		1,036		1,169
Deposits & other non-current assets	3		—		—		3
Property, plant and equipment, net	282		91		24,380		24,753
Right-of-use asset, net	54		133		—		187
Accounts payable and accrued liabilities	(99)		(11)		(2,395)		(2,505)
Other liabilities	—		—		(3,122)		(3,122)
Deferred income tax	—		(7,123)		(36,267)		(43,390)
Lease liabilities	(54)		(133)		—		(187)

Total identifiable net assets (liabilities)	964		(6,596)		(1,967)		(7,599)
Total Intangible assets	21,705		32,878		165,719		220,302

Net Assets	$	22,669	$	26,282	$	163,752	$	212,703

(d)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 and the Proportionate Voting Shares, on an as converted to Subordinate Voting Shares basis, as traded on the CSE on the date of the transaction. Consideration also included contingent consideration of $22,514, which fluctuated based upon financial performance metrics of NSE Holdings. The Company recognized a $10,906 decrease in contingent consideration, which was included in the Other Income (Expense) line of the Consolidated Statement of Operations for the years ended December 31, 2021 and December 31, 2022, respectively. As of December 31, 2022, the present value of unpaid deferred consideration of $3,466 is included in the Acquisition Consideration Payable balance on the Company’s Consolidated Balance Sheet.

The Company analyzed the transaction and accounted for the transaction as an asset acquisition in accordance with ASC Topic 805, Business Combinations. The Company capitalized licenses in the amount of $55,016. As of December 31, 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 Assets, net value included on the Company’s Consolidated Balance Sheets. As of December 31, 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. The assignment of the LLC’s sale proceeds resulted in a gain to the Company of $1,701 for the year ended December 31, 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 to acquire 50% of ILDISP, LLC (“ILDISP”). NH Medicinal Dispensaries, LLC, a wholly owned subsidiary of ILDISP, is the holder of two marijuana licenses which allows it to operate two retail dispensaries in Illinois: the Clinic Effingham dispensary (“TCE”) and the Charleston dispensary. The Company had an agreement in place with its joint venture partner to allocate the operational management of Charleston to Verano and TCE to the joint venture partner. As such, the Company had a controlling interest in Charleston and consolidated the entity through the VIE model in accordance with ASC 810. TCE was treated as an equity method investment in accordance with ASC Topic 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 purchase price 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 Consolidated Statement of Operations, resulting in year-to-date gains of $7,859 and $14,103 for Charleston and TCE, respectively, for the year ended December 31, 2022.

DEBT

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

DEBT

As of December 31, 2022 and December 31, 2021, debt consisted of the following:


	December 31, 2022		December 31, 2021

Credit Facility	$	350,000	$	250,000
Secured Promissory Notes	36,805		6,663
Mortgage Loans	44,985		38,856
Vehicle and Equipment Loans	1,824		1,951
Unamortized debt issuance costs	(20,610)		(7,545)

Total debt	$	413,004	$	289,925

Less: current portion of debt	24,464		13,771

Total long-term debt, net	$	388,540	$	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 bore 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 was set to mature on May 30, 2023, and in accordance with ASC Topic 470, Debt, was 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 Topic 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 was 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 term 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 bore interest of 8.50% per annum and was set to mature 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 Topic 470, Debt, the $120,000 loan wsas 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 term loan which was set to mature on August 28, 2023 with an annual interest rate of 8.50%, resulting in an aggregate of $350,000 in term loans outstanding under the Amended and Restated Credit Agreement. As of December 31, 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 fiscal 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.

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.

As of December 31, 2022, the Company was in compliance with such covenants.

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 and any penalty and fees are immaterial.

Mortgages

On June 29, 2022, the Company entered into a real estate loan with a community bank to borrow a principal amount of $18,000 secured by real estate and improvements thereon in Branchburg, New Jersey. The mortgage bears an interest rate of 4% and matures in July 2047.

On July 17, 2021, the Company assumed a loan with 100 Mile Fund, LLC for a principal amount of $13,000 as part of the acquisition of Agronomed Holdings, Inc. Interest only payments of 13% per annum were due monthly and the loan was secured by first-priority blanket liens on the property, assets, and ownership interests of Agri-Kind and Agronomed Holdings Inc. All obligations under the term loan were paid in full in July 2022 and the note was cancelled and is no longer outstanding.

Vehicle and Equipment Loans

The Company had an equipment loan with Sweet Leaf Capital which was paid in monthly installments with an implicit interest rate and a maturity date in January 2022. This loan has been paid in full and is no longer outstanding as of December 31, 2022.

The Company has two equipment loans with Constellation NewEnergy, Inc. that is paid in monthly installments with an implicit interest rate and matures in May 2025.

The Company has purchase money loans with Ford Motor Credit and Toyota Commercial Financing that mature through 2026 and interest rates ranging from 5.5% to 10% per annum and are secured by the acquired vehicles.

Other

In October 2022, the Company entered into a term loan with Chicago Atlantic Credit Opportunities, LLC for $19,000 due in aggregate on October 31, 2024. The term loan pays interest and fees at a rate of 14.3%. The Company deferred $100 of financing fees related to the closing of the transaction.

During the fourth quarter of 2022, the Company agreed to enter into a debt note, payable to the initial $12,500 of contingent consideration, in connection with the Agronomed acquisition, over equal installments in 2023 and as such the amount due was reclassified from Acquisition Consideration Payable to Current Portion of Debt balance on the Company’s Consolidated Balance Sheet as of December 31, 2022.

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 was one related party that accounted for $150 of the outstanding principal amount as of December 31, 2021. As of December 31, 2022, these promissory notes were repaid in full.

Stated maturities of debt obligations are as follows:


	Principal Payments		Unamortized Debt Issuance Costs		Total Notes Payable
2023	$	29,163	$	4,699	$	24,464
2024	27,140		5,055		22,085
2025	6,875		5,486		1,389
2026	341,612		5,197		336,415
2027	4,803		8		4,795
Thereafter	24,021		165		23,856

Total	$	433,614	$	20,610	$	413,004

- 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)
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

SHARE CAPITAL

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

SHARE CAPITAL


12. 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 Topic 740, Income Taxes.

(a)Issued and Outstanding

As of December 31, 2022, the Company had 326,601,066 Subordinate Voting Shares and 133,823 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 339,983,374 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 year ended December 31, 2022, the shareholders of the Company converted Proportionate Voting Shares to Subordinate Voting Shares for an impact of conversion of 177,212 Proportionate Voting Shares into 17,721,188 Subordinate Voting Shares.

(b)Stock-Based Compensation

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

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	4,780	24.00	—
Vested	31,301	30.17	—
Unvested Options Balance at December 31, 2022	19,997	30.13	8.13
Inception to date Vested and Exercisable at December 31, 2022	19,992	30.19	8.13

As of December 31, 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, 13,540 expired, and 4,780 options were forfeited during year ended December 31, 2022.

RSUs

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


	Number of Shares	Weighted Avg. Grant Date Fair Value C$
Unvested RSUs at December 31, 2021	2,413,887	30.49
Granted	3,003,452	10.10
Forfeited	206,348	12.42
Vested	2,229,664	29.72
Unvested RSUs at December 31, 2022	2,981,327	11.39

The stock-based compensation expense for the years ended December 31, 2022 and December 31, 2021 were as follows:


	Years Ended December 31,
	2022		2021
			(As Restated)
Stock Options	$	300	$	387
Restricted Stock Units	38,754		44,863
Total Stock Based Compensation Expense	$	39,054	$	45,250

For the years ended December 31, 2022 and December 31, 2021, stock based compensation expense included in costs of goods sold totaled $8,003 and $3,544, respectively. For the years ended December 31, 2022 and December 31, 2021, stock based compensation expense included in selling, general, and administrative expense totaled $31,051 and $41,706, respectively.

As of December 31, 2022, total unrecognized stock-based compensation expense of $19,652 is expected to be recognized over the remaining contractual term.

INCOME TAXES

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

INCOME TAXES


13. INCOME TAXES

The Company accounts for income taxes in accordance with ASC Topic 740 – Income Taxes, under which deferred tax assets and liabilities are recognized based upon anticipated future tax consequences attributable to differences between financial statement carrying values of assets and liabilities and the respective tax bases.

Verano is incorporated in British Columbia, Canada but maintains all of its operations in the United States. Due to this inverted entity structure, the Company is subject to both U.S. and Canadian taxation.

For the years ended December 31, 2022, 2021 and 2020, income taxes expense consisted of:


	Years Ended December 31,
	2022		2021		2020
			(As Restated)
Current:
Federal	$	130,987	$	104,014	$	29,627
State	36,624		33,084		11,130
Foreign	—		—		—
Total Current:	167,611		137,098		40,757
Deferred:
Federal	$	(47,211)	$	(25,540)	$	1,073
State	(14,930)		(7,570)		466
Foreign	—		—		—
Total Deferred	(62,141)		(33,110)		1,539
Total	$	105,470	$	103,988	$	42,296

The difference between the income tax expense for the years ended December 31, 2022, 2021 and 2020 and the expected income taxes based on the statutory rate applied to earnings (loss) arises as follows:


	Years Ended December 31,
	2022			2021			2020
				(As Restated)
Income/(Loss) before Income Taxes	$	(163,403)		$	48,990		$	82,452
Statutory Tax Rate	21		%	21		%	21		%
Expense/(Recovery) based on Statutory Rate	(34,314)			9,965			17,315
Other Permanent Differences	1,068			435			(1,309)
Goodwill Impairment	17,265			—			—
Nondeductible 280E	84,751			59,874			10,663
Penalties and Interest	12,305			5,331			—
Non-controlling Interests	1,319			411			3,506
State Taxes	24,389			25,324			11,277
Book/Tax Basis Acquired Intangibles	—			—			2,445
Prior Year True Ups	4,362			3,068			(1,601)
State Rate Change on Deferred Taxes	(2,531)			—			—
Discrete Items	—			(420)			—
Acquisition Purchase Price Remeasurement	(3,144)			—			—
Income Tax Expense	$	105,470		$	103,988		$	42,296

Cash income taxes paid for the years ended December 31, 2022, 2021, and 2020 were $70,666, $27,962, and $10,237 respectively.

During the period ending December 31, 2022, the Company recorded $12,305 in penalties and interest related to outstanding income tax liabilities, $2,315 relating to the 2022 tax year and $9,990 relating to the 2021 tax year. The Company files income tax returns in the U.S., various U.S. state jurisdictions, and Canada, which have varying statutes of limitations. The U.S. federal statute of limitation remains open for the 2019 tax year to the present. The state income tax returns generally remain open for the 2019 tax year through the present. Prior to the 2019 tax year, the Company was treated as a partnership for income tax purposes and tax income and losses generated from operations were passed through to the Company's individual members.

Due to its cannabis operations, the Company is subject to the limitations of Section 280E of the Code 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 Section 280E of the Code. 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.

Deferred taxes are provided using an asset and liability method whereby deferred tax assets are recognized based on the rates at which they are expected to reverse in the future. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. The effect on deferred tax assets and liabilities of a change in tax law or tax rates is recognized in income in the period that enactment occurs.

At December 31, 2022 and December 31, 2021, the components of deferred tax assets and (liabilities) were as follows:


	Years Ended December 31,
	2022		2021
			(As Restated)
Deferred Tax Assets
Operating Lease Liabilities	$	659	$	515
Loyalty Points	1,046		730
Stock Compensation	873		800
Basis Differences in Goodwill	7,444		—
Leasehold Improvements	2,464		—
Total Deferred Tax Assets	12,486		2,045
Deferred Tax Liabilities
Operating Right of Use Assets	$	(662)	$	(513)
Intangibles	(208,297)		(263,716)
Total Deferred Tax Liabilities	(208,959)		(264,229)
Net Deferred Tax Liabilities	$	(196,473)	$	(262,184)

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company assessed the positive and negative evidence to determine if sufficient future taxable income will be generated to use the existing deferred tax assets. As of December 31, 2022 and December 31, 2021, no valuation allowance has been recorded on the Company's deferred tax assets.

The Company operates in a number of tax jurisdictions and are subject to examination of its income tax returns by tax authorities in those jurisdictions who may challenge any item on these returns. Because the tax matters challenged by tax authorities are typically complex, the ultimate outcome of these challenges is uncertain.

As of December 31, 2022, and in connection with the 2022 acquisition of Sierra Well, the Company has accrued for uncertain tax benefits taken on Sierra Well income tax returns prior to the acquisition totaling $5,739. The Company carries indemnification assets for the same amounts as of December 31, 2022, as it expects to recover from the Sierra Well sellers the amounts ultimately paid to the Internal Revenue Service in accordance with the terms of the acquisition agreement.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:


	2022		2021		2020
Balance at Beginning of Year	$	—	$	—	$	—
Gross increases related to tax positions in a prior period	5,739		—		—
Gross decreases related to tax positions in a prior period	—		—		—
Gross increases related to tax positions in the current period	—		—		—
Gross decreases related to tax positions in the current period	—		—		—
Balance at End of Year	$	5,739	$	—	$	—

The Company recognizes accrued interest and penalties related to unrecognized tax benefits and has recorded penalties and interest in the amount of $1,435 to its indemnification asset as of December 31, 2022. There are no positions for which it is reasonably possible that the uncertain tax benefit will significantly increase or decrease within twelve months.

- 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
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
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-Section 50
-Paragraph 17
-Subparagraph (b)
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
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-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

LEASES

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

LEASES


14. 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 years ended December 31, 2022, 2021, and 2020, the Company recorded approximately $15,229, $9,140, and $2,246 in operating lease expense, respectively, of which $641, $804 and $695, respectively, was included in cost of goods sold for the years ended December 31, 2022, 2021 and 2020, respectively.

Other information related to operating leases as of and for the years ended December 31, 2022, 2021, and 2020 were as follows:


	2022		2021		2020
Weighted average remaining lease term - years	8.12		8.52		6.66
Weighted average discount rate	8.02	%	8.11	%	8.8	%

Maturities of lease liabilities for operating leases as of December 31, 2022 were as follows:


Year Ending December 31,	Maturities of Lease Liability
2023	$	15,278
2024	14,631
2025	13,818
2026	12,976
2027	12,261
Thereafter	58,117
Total Lease Payments	127,081
Less: Imputed Interest	(41,339)
Present Value of Lease Liability	$	85,742

CONTINGENCIES & OTHER

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

CONTINGENCIES & OTHER


15. CONTINGENCIES & OTHER

(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 December 31, 2022, other than as set forth below, 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.

On January 31, 2022, we entered into the GGH Arrangement Agreement with GGH, pursuant to which we agreed to acquire all of the issued and outstanding equity interests of GGH in exchange for equity interests in the Company. On October 13, 2022, the Company provided written notice to GGH of GGH”s breach of the GGH Arrangement Agreement and the exercise of the Company’s termination rights under the GGH Arrangement Agreement. On October 21, 2022, GGH filed suit against us in the Supreme Court of British Columbia alleging that the Company breached (i) the GGH Arrangement Agreement through, among other things, the purported wrongful repudiation of the GGH Arrangement Agreement, (ii) the duty of good faith, and (iii) the duty of honest performance in contract. In addition, we have asserted that GGH owes us a termination fee in the amount of $14,875, or alternatively, the reimbursement of out-of-pocket fees and expenses of up to $3,000 as a result of our termination of the GGH Arrangement Agreement, which was based upon our belief that GGH breached covenants and representations in the GGH Arrangement Agreement and the occurrence of other termination events. GGH filed a response to such counterclaim on December 8, 2022, in which GGH denied it was obligated to pay any termination fee or transaction expenses. We can provide no guarantees or assurances that we will be able to win or settle this lawsuit or our counterclaim on favorable terms, if at all, and an adverse outcome could have a material adverse effect on our business, results of operations and financial condition.

(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. 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.

(c)Other

The Coronavirus Aid, Relief, and Economic Security (CARES) Act, passed in March 2020 and subsequently amended in 2021, allowed eligible employers to take credits up to 70% of qualified wages if the Company experienced either a full or partial suspension of the operation due to COVID related government orders. During the year ended December 31, 2022, the Company, with guidance from a third-party specialist, determined it was entitled to $14,250 in employee retention credits for previous business interruption related to COVID. The Company recorded these credits in Other Income/(Expense) in the Statement of Operations for the year ended December 31, 2022. The employee retention credit claim is pending review by the Internal Revenue Service (“IRS”) and there can be no assurance that regulatory authorities will not challenge the Company’s claim to such employee retention credit.The corresponding claim is still pending review by the IRS.

SEGMENTS

12 Months Ended

Dec. 31, 2022

Segment Reporting [Abstract]

SEGMENTS


16. SEGMENTS

The Company conducts and manages its business through two reportable segments, representing the major lines of the 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:


	Year Ended December 31,
	2022		2021		2020
			(As Restated)
Revenue, net of discounts
Cultivation (Wholesale)	$	276,281	$	226,858	$	156,223
Retail	721,279		582,472		88,470
Intersegment Eliminations	(118,148)		(71,480)		(16,163)
Total revenue, net of discounts	$	879,412	$	737,850	$	228,530

Depreciation and amortization
Cultivation (Wholesale)	$	78,120	$	54,460	$	8,256
Retail	63,267		41,784		2,278
Total depreciation and amortization	$	141,387	$	96,244	$	10,534

Income taxes
Cultivation (Wholesale)	$	52,147	$	58,601	$	21,989
Retail	53,323		45,387		20,307
Total income taxes	$	105,470	$	103,988	$	42,296

Net income (loss)
Cultivation (Wholesale)	$	(105,135)	$	53,191	$	69,706
Retail	(164,029)		(110,698)		(31,305)
Total net income (loss)	$	(269,164)	$	(57,507)	$	38,401


	As of December 31,
	2022		2021
			(As Restated)
Assets
Cultivation (Wholesale)	$	1,135,257	$	1,278,308
Retail	1,260,798		1,270,347
Total assets	$	2,396,055	$	2,548,655

Liabilities
Cultivation (Wholesale)	$	234,687	$	230,217
Retail	819,818		836,632
Total liabilities	$	1,054,505	$	1,066,849

For the year ended December 31, 2021, the Company identified and corrected an incorrect tabular allocation of revenue and discounts on revenue between the retail and cultivation segments in the previously disclosed table above.

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
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8924-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-Section 50
-Paragraph 34
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8981-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-Paragraph 21
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-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8721-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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-Section 50
-Paragraph 32
-Subparagraph (f)
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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-Publisher FASB
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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+ Details

LOYALTY OBLIGATIONS

12 Months Ended

Dec. 31, 2022

Revenue from Contract with Customer [Abstract]

LOYALTY OBLIGATIONS


17. 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 contractual liability until customers redeem their points for discounts on eligible 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 approximately 111,000,000 points outstanding, with an approximate value of $2,620, which is included in accrued liabilities on the Company’s Consolidated Balance Sheet.

The Company modified the loyalty program in 2022. The new loyalty program has a calculated standalone selling price that ranges between $0.03 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. The Company continues to evaluate breakage and redemption values to determine the standalone selling price. As of December 31, 2022, there were approximately 70,000,000 points outstanding with an approximate value of $3,582, which is included in accrued liabilities on the Company’s Consolidated Balance Sheet.

CONSOLIDATION

12 Months Ended

Dec. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

CONSOLIDATION


18. CONSOLIDATION

In accordance with ASC 810, the Company consolidates through VIE and Voting Interest Entities (“VOE”) models. 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 December 31, 2022 and 2021.


	Consolidated VIE		Consolidated VOE		Consolidated VIE		Consolidated VOE
	December 31, 2022				December 31, 2021
					(As Restated)
Current Assets	$	48,952	$	—	$	43,045	$	20,464
Due To/(From)	—		—		(25,723)		14,228
Non-Current Assets	72,081		—		207,908		226,108
Current Liabilities	10,193		—		32,934		22,659
Non-Current Liabilities	8,939		—		45,873		45,603
Non-Controlling Interest	—		—		1,276		—
Equity attributable to Verano Holdings, Corp.	101,901		—		145,147		192,538

Consolidated Variable Interest Entities

Consolidated VIEs occur when the Company closes an acquisition while the state has not finalized the transfer of 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 states 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 Entities 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 December 31, 2022, the Company no longer has VOEs.

FAIR VALUE MEASURMENTS

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS


19. 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 consolidated 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, debt, and acquisition consideration payable.

For the Company’s long-term debt (which consist of credit facilities 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 debt at December 31, 2022 and December 31, 2021 was $413,004 and $289,925, which includes $24,464 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 December 31, 2022
	Level 1		Level 2		Level 3		Total
Cash and Cash Equivalents	$	84,851	$	—	$	—	$	84,851
Investments	1,805		—		—		1,805
Acquisition Consideration Payable	—		—		(18,262)		(18,262)
Total	$	86,656	$	—	$	(18,262)	$	68,394


	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 year ended December 31, 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 December 31, 2022, the fair value of the investment was $1,805, which is included in Other Assets in the accompanying Consolidated Balance Sheets, and, is 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

12 Months Ended

Dec. 31, 2022

Subsequent Events [Abstract]

SUBSEQUENT EVENTS


20. SUBSEQUENT EVENTS

(a)Resignation of Edward Brown

On February 7, 2023, Edward Brown, a member of the board of directors (the “Board”) of the Company, informed the Company of his intention to resign from the Board and its Audit and Compensation Committees, effective on February 8, 2023, because of his return to the alcohol industry. Mr. Brown’s resignation was not the result of any disagreement between Mr. Brown and the Company, its management, the Board or any committee of the Board, or with respect to any matter relating to the Company’s operations, policies and practices, and such resignation is solely related to his return to the alcohol industry.

(b) Conversion of Class B Proportionate Voting Shares to Class A Subordination Voting Shares

On March 24, 2023, the Company automatically converted each outstanding Proportionate Voting Share into 100 shares of Subordinate Voting Shares pursuant to the terms of the Company’s Articles.

On March 9, 2023, the Company entered into a real estate loan with a community bank to borrow a principal amount of $20,000 secured by real estate and improvements thereon in Rocky Hill, Connecticut. The loan bears an interest rate of 5.75% and matures in March 2028, and may be extended for four additional five-year periods.

SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
SIGNIFICANT ACCOUNTING POLICIES (Policies)	Dec. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation	The consolidated financial statements for the years ended December 31, 2022, December 31, 2021 and December 31, 2020, have been prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”). Certain prior year financial statement line items have been combined for presentation purposes.
Basis of Consolidation	The consolidated financial statements 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 Accounting Standards Codification (“ASC”) 810 Consolidation. All transactions and balances between these entities have been eliminated upon consolidation. The ownership percentages for Verano’s owned subsidiaries and entities over which the Company has control are set forth below; provided, however in some cases the percentages may not match state regulatory records because for purposes of presentation the approval of certain pending, planned, or anticipated state regulatory transfers. The Company will update its regulatory filings in those states where it is permitted to do so as soon as practical and will continue to operate the entities below, where and as applicable, in accordance with current practice and in compliance with applicable laws and regulations.
Variable Interest Entities & Non-Controlling Interests	A variable interest entity (“VIE”) is an entity that either (i) has insufficient equity to finance its activities without additional subordinated financial support or (ii) has equity investors who lack the characteristics of a controlling financial interest. A VIE is consolidated by its primary beneficiary. The primary beneficiary has both the power to direct the activities that most significantly impact the VIE economic performance and the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. If the Company determines that it has operating power over an entity and the obligation to absorb losses or receive benefits from such entity, the Company consolidates such entity as a VIE in its capacity as the primary beneficiary, and if the Company determines it does not, then the Company does not consolidate the entity. The Company’s involvement constitutes power that is most significant to the entity when it has unconstrained decision-making ability over key operational functions within the entity. Assets recognized as a result of consolidating VIEs do not represent additional assets that could be used to satisfy claims against the Company’s general assets. Conversely, liabilities recognized as a result of consolidating VIEs do not represent additional claims on the Company’s general assets; rather, they represent claims against the specific assets of the applicable consolidated VIEs. Non-controlling interests (“NCI”) represent equity interests owned by third parties not affiliated with the Company. NCI may be initially measured at fair value or at the NCI’s proportionate share of the recognized amounts of the acquiree’s identifiable net assets. The choice of measurement is made by the Company on a transaction-by-transaction basis. The share of net assets attributable to NCI are presented as a component of equity. NCI’s share of net income or loss and comprehensive income or loss is recognized by the Company 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.
Cash and Cash Equivalents	Cash and cash equivalents include cash deposits in financial institutions, other deposits that are readily convertible into cash, with original maturities of three months or less, and cash held at retail locations.
Accounts Receivable and Expected Credit Loss	Accounts receivable are recorded at the invoiced amount and do not bear interest. Expected credit loss reflects the Company’s estimate of amounts in its accounts receivable at such time that may not be collected due to customer claims or customer inability or unwillingness to pay. Collectability of accounts receivables is reviewed by the Company on an ongoing basis. The expected credit loss is determined based on a combination of factors, including the Company’s risk assessment regarding the credit worthiness of customers, historical collection experience and length of time the accounts receivables are past due. Account balances are charged off against the allowance when the Company believes it is probable the account receivable will not be recovered. The Company provides credit to its customers in the normal course of business and has established credit evaluation and monitoring processes to mitigate credit risk.
Inventory	Inventory of purchased finished goods and packing materials are initially valued by the Company at cost and subsequently at the lower of cost and net realizable value. Cultivated inventory include direct and indirect costs of production, including costs of materials, labor, stock-based compensation, and depreciation related to cultivation. Such costs are capitalized as incurred, and subsequently included within cost of goods sold within the Company’s Consolidated Statements of Operations, at the time the products are sold. Net realizable value is determined by the Company as the estimated selling price in the ordinary course of business, less reasonable costs associated with the sale. Cost is determined using the weighted average cost basis. Products for resale and supplies and consumables are valued by the Company at lower of cost and net realizable value. Lastly, in calculating final inventory values, the Company is required to compare the inventory cost to estimated net realizable value.The net realizable value of inventory represents the estimated selling price for inventory in the ordinary course of business, less all estimated costs of completion and costs necessary to make the sale. The determination of net realizable value requires significant judgment by the Company, including consideration of factors such as shrinkage, the aging of and future demand for inventory, expected future selling price of the inventory, and any contractual arrangements with customers. Reserves established by the Company for excess and obsolete inventory are based upon quantities on hand, projected volumes from demand forecasts and net realizable value. The estimates are judgmental in nature and are made by the Company at a point in time, using available information, expected business plans, and expected market conditions. As a result, the actual amount received on the sale of inventory could differ from its estimated value. The Company performs periodic reviews on the inventory balance. The impact of changes in inventory reserves made by the Company is reflected in cost of goods sold.
Investments in Associates	Associates are all entities over which the Company has significant influence, but not control, generally with the Company holding between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity method and are initially recognized by the Company at cost. Unrealized gains on transactions between the Company and its associates are eliminated to the extent of the Company’s interest in the applicable associates. Accounting policies of associates are adjusted where necessary to ensure consistency with the policies adopted by the Company. If the financial statements of an associate are prepared on a date different from that used by the Company, adjustments are made for the effects of significant transactions or events that occur between the associate’s date and the date of the Company’s Consolidated Financial Statements. Gains and losses arising in investments in associates are recognized in the Company’s Consolidated Statements of Operations. The Company assesses annually whether there is any objective evidence that its interest in associates is impaired. If impaired, the carrying value of the Company’s interest of the underlying assets of the applicable associate is written down to its estimated recoverable amount (being the higher of fair value less costs of disposal or value in use) and reflected as a charge in the Company’s consolidated statement of operations.
Property, Plant and Equipment	Property, plant and equipment are stated at cost, net of accumulated depreciation and impairment losses, if any. Expenditures made by the Company that materially increase the life of the assets are capitalized. Ordinary repairs and maintenance are expensed as incurred. The assets’ residual values, useful lives and methods of depreciation are reviewed by the Company at each financial year-end and adjusted prospectively, if deemed appropriate. An item of equipment is derecognized upon disposal or when no future economic benefits are expected from its use. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying value of the asset) is included in the Consolidated Statements of Operations in the year the asset is derecognized. Depreciation of property, plant and equipment is dependent upon estimates of useful lives which are determined by the Company through the exercise of judgment. The assessment of any impairment of these assets is dependent upon estimates of recoverable amounts that take into account factors such as economic and market conditions and the useful lives of such assets. Property, plant and equipment classified as construction in progress are transferred when placed in service, at which time depreciation of the asset begins.
Intangible Assets	Intangible assets are recorded at cost, less accumulated amortization and impairment losses, if any. Intangible assets acquired by the Company in a business combination are measured at fair value at the acquisition date. Amortization periods of assets with finite lives are based on the Company’s estimates as of the dates of acquisitions. Intangible assets with finite lives are amortized over their estimated useful lives. The estimated useful lives, residual values and amortization methods are reviewed at each year end, and any changes in estimates are accounted for prospectively.
Goodwill	Goodwill represents the excess of the purchase price paid for the acquisition of an entity over the fair value of the net tangible and intangible assets acquired. Goodwill is either assigned to a specific reporting unit or allocated between reporting units based on the relative fair value of each reporting unit. Goodwill is not subject to amortization and is tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. During the year ended December 31, 2022, the Company voluntarily changed the assessment date of its the annual goodwill and indefinite-lived intangible asset impairment testing, in accordance with Financial Accounting Standards Board ASC 350, Intangibles–Goodwill and Other, from the end of the year (12/31), as applicable, to the beginning of the fourth quarter of the fiscal year (10/1), for all reporting units. The Company applies the guidance in ASU 2011-08, Intangibles-Goodwill and Other-Testing Goodwill for Impairment, which provides entities with an option to perform a qualitative assessment (commonly referred to as “Step Zero”) to determine whether further quantitative analysis for impairment of goodwill is necessary. In performing Step Zero for the Company’s goodwill impairment test, the Company is required to make assumptions and judgments including, but not limited to, the following: the evaluation of macroeconomic conditions as related to the Company’s business, industry and market trends, and the overall future financial performance of its reporting units and future opportunities in the markets in which they operate. If impairment indicators are present after performing Step Zero, the Company would perform a quantitative impairment analysis to estimate the fair value of goodwill. During the years ended December 31, 2021 and 2020, the Company performed the Step Zero analysis for its goodwill impairment test. As a result of the Company's Step Zero analysis, no further quantitative impairment test was deemed necessary. No such impairment charges were recorded for the years ended December 31, 2021 or 2020. Additionally, during the year ended December 31, 2022, the Company performed the Step Zero analysis for its goodwill impairment test on a quarterly basis. The step zero analysis resulted in a probable impairment for the fourth quarter test, which led the Company to proceed with a quantitative evaluation. Furthermore, the Company evaluated whether the fourth quarter impairment could have pertained to an earlier interim period and concluded that the impairment was appropriately recognized in the fourth quarter ended December 31, 2022, after evaluating the significance and duration of sustained market value contractions in the cannabis industry, as well as, the Company’s own decline in market capitalization. During the fourth quarter and year ended December 31, 2022, the Company recognized an impairment charge of (i) $46,537 associated with its Arizona retail reporting unit, (ii) $2,252 associated with its Arizona cultivation (wholesale) reporting unit, (iii) $61,127 associated with its Pennsylvania retail reporting unit, and (iv) $3,115 associated with its Pennsylvania cultivation (wholesale) reporting unit, as the carrying values of the reporting units exceeded the estimated fair value by such amounts. The analysis performed included estimating the fair value of each reporting unit using either an income or market approach. The income approach requires management to estimate a number of factors for each reporting unit, including projected future operating results, economic projections, anticipated future cash flows, discount rates, the allocation of shared or corporate costs and the eventual repeal of 280E of the Code. The market approach estimates fair value using comparable marketplace fair value data from within a comparable industry grouping. The determination of fair value in the quantitative assessment requires the Company to make significant estimates and assumptions. These estimates and assumptions primarily include but are not limited to: the discount rate; terminal growth rates; and forecasts of revenue, operating income, depreciation and amortization and capital expenditures.
Leased Assets	At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Company assesses whether: •the contract involves the use of an identified asset, •the Company has the right to obtain substantially all of the economic benefits from use of the asset through the period of use; and •the Company has the right to direct the use of the asset. Such standard is applied to contracts entered into, or changed, on or after January 1, 2019. At inception or on reassessment of a contract that contains a lease component, the Company allocates consideration in the contract to the lease component on the basis of their relative stand-alone prices. The Company recognizes a right-of-use (“ROU”) asset and a lease liability at the lease commencement date. The ROU asset is initially measured at cost, which is comprised of (i) the initial amount of the lease liability, as adjusted for any lease payments made at or before the commencement date, plus (ii) the amount of any initial direct costs incurred, plus (iii) an estimate of the cost to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less (iv) any lease incentives received by the Company. The ROU asset is depreciated using the straight-line method from the commencement date to the earlier of the end of the estimated useful life of the ROU asset or the end of the lease term. For operating leases, the ROU asset depreciation fluctuates in relation to the interest expense on the lease liability, in combination, resulting in a straight-line rent expense attribution. The estimated useful lives of the ROU assets are determined on the same basis as the life of the lease. In addition, the ROU asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability. The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate. Generally, the Company uses its incremental borrowing rate as the discount rate. Lease payments included in the measurement of the lease liability comprise the following: •fixed payments, including in-substance fixed payments; •variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date; •amounts expected to be payable under a residual value guarantee; and •the exercise price under a purchase option that the Company is reasonably certain to exercise, lease payments in an optional renewal period if the Company is reasonably certain to exercise an extension option, and penalties for early termination of a lease unless the Company is reasonably certain not to terminate early. The lease liability is measured at amortized cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Company’s estimate of the amount expected to be payable under a residual value guarantee, or if the Company changes its assessment of whether it will exercise a purchase, extension, or termination option. When the lease liability is remeasured by the Company, a corresponding adjustment is made to the carrying amount of the ROU asset, or is recorded as a profit or loss if the carrying amount of the ROU asset has been reduced to zero. The Company has elected not to recognize right-of-use assets and lease liabilities for short-term leases that have a lease term of 12 months or less. The Company recognizes the lease payments associated with the leases as an expense on a straight-line basis over the lease term.
Advertising Cost	Advertising costs are charged to expense when incurred.
Income Taxes	Deferred taxes are determined by the Company using an asset and liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of the Company, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are measured using the enacted tax rates. The impact of a change in tax law or tax rates on deferred tax assets and liabilities is recognized by the Company in income in the period that enactment of the change occurs. Provisions for taxes are made using the Company’s estimate of the amount expected to be paid based on a qualitative assessment of all relevant factors. The Company reviews the adequacy of these provisions at the end of each financial reporting period. However, it is possible that an additional liability could result from future audits by taxing authorities. Where the final amounts of these taxes are different from the amount that were initially recorded, such differences will affect the tax provisions in the financial reporting period in which such final determination is made. As discussed further in Note 13 - Income Taxes, the Company is subject to the limitations of Section 280E of the Internal Revenue Code of 1986, as amended (the “Code”).
Revenue Recognition	Revenue is recognized by the Company in accordance with ASU 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”). In order to recognize revenue under ASU 2014-09, the Company applies the following five steps: •identify a customer along with a corresponding contract; •identify the performance obligation(s) in the contract to transfer goods or provide distinct services to a customer; •determine the transaction price the Company expects to be entitled to in exchange for transferring promised goods or services to a customer; •allocate the transaction price to the performance obligation(s) in the contract; and •recognize revenue when or as the Company satisfies the performance obligation(s). Revenues from the wholesale and retail sales are generally recognized by the Company at a point in time when control over the goods has been transferred to the customer and reflects the amount the Company expects to receive for such goods, net of discounts. Payment is typically due upon transferring the goods to the customer or within a specified time period permitted under the Company’s credit policy. Wholesale customers may have payment terms within a specified time-period permitted under the Company’s credit policy, typically within 30 days of transfer of the goods to the customer. The Company generally requires full payment from a customer for any previous purchase prior to entering into another purchase contract with such customer. Revenue is recognized upon the satisfaction of the performance obligation. The Company satisfies its performance obligation and transfers control upon delivery and acceptance by the customer. The Company has customer loyalty programs in which retail customers accumulate points for future product discounts that are based on each dollar paid for the Company’s products. These points are recorded by the Company 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 Company’s estimated probability of point redemption, which is calculated based on a standalone selling price.
Fair Value of Financial Instruments	The Company applies fair value accounting for all financial assets and liabilities that are recognized or disclosed at fair value in its financial statement 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. The individual fair values attributed to the different components of a financing transaction, derivative financial instruments, are determined using valuation techniques. The Company uses its judgment to select the methods used to make certain assumptions and in performing the fair value calculations to determine (i) the values attributed to each component of a transaction at the time of their issuance; (ii) the fair value measurements for certain instruments that require subsequent measurement at fair value on a recurring basis; and (iii) for disclosing the fair value of financial instruments subsequently carried at amortized cost. These valuation estimates could be significantly different because of the use of judgment and the inherent uncertainty in estimating the fair value of these instruments that are not quoted in an active market. For further details, see Note 19 – Fair Value Measurements.
Commitments and Contingencies	The Company is subject to lawsuits, investigations and other claims related to employment, commercial, transactional, and other matters that arise out of its operations. Periodically, the Company reviews the status of each significant matter and assesses the potential financial exposure. If the potential loss from any claim or legal proceeding is considered probable, and the amount can be reliably estimated, such amount is recognized in the Company’s other liabilities. Contingent liabilities are measured at management’s best estimate of the expenditure required to settle the obligation at the end of the reporting period and are discounted to present value where the effect is material. The Company performs evaluations to identify onerous contracts and, where applicable, records contingent liabilities for such contracts. Contingent purchase price consideration is measured as of the acquisition and is estimated using probability weighting of potential payouts. Subsequent changes in the estimated contingent considerations from the final purchase price allocation are recognized in the Company’s Consolidated Statement of Operations.
Impairment of Other Long-Lived Assets	The Company evaluates the recoverability of other long-lived assets, including property, plant and equipment, and certain identifiable intangible assets, whenever events or changes in circumstances indicate that the carrying value of an asset or asset group may not be recoverable. The Company performs impairment tests of indefinite-lived intangible assets on an annual basis or more frequently in certain circumstances. Factors which could trigger an impairment review include significant underperformance relative to historical or projected future operating results, significant changes in the manner of use of the assets or the strategy for the overall business, a significant decrease in the market value of the assets or significant negative industry or economic trends.When the Company determines that the carrying value of long-lived assets may not be recoverable based upon the existence of one or more of the indicators, the assets are assessed for impairment based on the estimated future undiscounted cash flows expected to result from the use of the asset and its eventual disposition. If the carrying value of an asset exceeds its estimated future undiscounted cash flows, an impairment loss is recorded for the excess of the asset’s carrying value over its fair value.
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.
Convertible Notes	The Company accounts for hybrid contracts that feature conversion options in accordance with ASC Topic 815, Derivatives and Hedging Activities (“ASC 815”). ASC 815 requires companies to bifurcate conversion options and account for them as freestanding financial instruments according to certain criteria. If the embedded features do not meet the criteria for bifurcation, the convertible instrument is accounted for as a single hybrid instrument in accordance with ASC Topic 470-20, Debt with Conversion and Other Options (“ASC 470-20”). The modification of warrant agreements presented as equity classified are first analyzed to ensure that such modifications do not change the classification of the instrument. If equity presentation remains proper, an adjustment to equity is recorded. If equity presentation is not preserved, the modification is evaluated under ASC 470-20.
Business Combinations	Business combinations are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value at the date of the transaction. Transaction related costs are expensed as incurred. Identifiable assets and liabilities, including intangible assets, of acquired businesses are recorded at their fair value at the date of the transaction. When the Company acquires control of a business, any previously held equity interest is also remeasured to fair value. The excess of the purchase consideration and any previously held equity interest over the fair value of identifiable net assets acquired is goodwill. If the fair value of identifiable net assets acquired exceeds the purchase consideration and any previously held equity interest, the difference is recognized in the Consolidated Statements of Operations immediately as a gain. Contingent consideration is measured at its transaction-date fair value and included as part of the consideration transferred in a business combination. Contingent consideration that is classified as equity is not remeasured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Contingent consideration that is classified as an asset or a liability is remeasured at subsequent reporting dates in accordance with ASC Topic 450, Contingencies, as appropriate, with the corresponding gain or loss being recognized in the Consolidated Statement of Operations. The Company recognizes the identifiable assets acquired and the liabilities assumed at their acquisition date fair values in accordance with ASC Topic 820, Fair Value. Management exercises judgement in estimating the fair values of specific assets and liabilities such as inventory, fixed assets and intangible assets. In general, acquired current assets and liabilities are valued at cost basis as carrying value approximates fair value. Inventory is recognized at net realizable value. Historical inventory costs are used to calculate the estimated fair value of inventory, also known as the inventory step-up. Management analyzes the acquirees’ historical performance and considers other factors that may impact the inventory step up such as operational, regulatory, legal or economic factors that may influence post-acquisition performance. Where applicable, the Company engages independent valuation experts to perform fair value assessments on tangible assets, inclusive of property, plant and equipment. The valuation expert appraises the fair value of acquired fixed assets. The Company identifies intangible assets and, depending on the type of intangible asset and the complexity of determining its fair value, an independent valuation expert or management may develop the fair value, using appropriate valuation techniques, which are generally based on a forecast of the total expected future net cash flows. The evaluations are linked closely to the assumptions made by management regarding the future performance of the assets concerned and any changes in the discount rate applied. Cannabis licenses are the primary intangible asset acquired in business combinations as they provide the Company the ability to operate in each market. The key assumptions used in these cash flow projections include discount rates and terminal growth rates. Other significant assumptions include revenue, gross profit, operating expenses and anticipated capital expenditures which are based upon the Corporation’s historical operations along with management projections. Certain fair values may be estimated at the transaction date pending confirmation or completion of the valuation process. Where provisional values are used in accounting for a business combination, they may be adjusted in subsequent periods. However, the measurement period will last for one year from the transaction date. Judgment is applied in assessing whether the Company exercises control and has significant influence over entities in which the Company directly or indirectly owns an interest. The Company has control when it has the power over the entity, has exposure or rights to variable returns, and has the ability to use its power to affect the returns. Significant influence is defined as the power to participate in the financial and operating decisions of the entities. Where the Company is determined to have control, these entities are consolidated. Additionally, judgment is applied in determining the effective date on which control was obtained.
Segment Reporting	An operating segment is a component of the Company for which discrete financial information is available and whose operating results are regularly reviewed by the entity’s chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance, and that engages in business activities from which it may earn revenue and incur expenses. The Company has two reportable segments: (i) Cultivation (Wholesale), which is the cultivation, production and sale of cannabis to retail stores, and (ii) Retail, which is the retailing of cannabis to patients and consumers.For the purposes of testing impairment of goodwill, the Company has identified 13 reporting units. The Company analyzed 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 (wholesale)) which were primarily determined based on the licenses each market holds.
Stock-Based Payments	The Company operates a stock-based remuneration plan for its eligible directors, officers, and employees. All goods and services received in exchange for the grant of any stock-based payments are measured at their fair value unless the fair value cannot be estimated reliably. If the Company cannot estimate reliably the fair value of the goods and services received, the Company measures their value indirectly by reference to the fair value of the equity instruments granted. For transactions with employees, 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 payments plans are ultimately recognized as an expense in the Consolidated Statement of Operations with a corresponding credit to equity. The Company recognizes compensation expense for restricted stock units (“RSUs”) and options on a straight-line basis over the requisite service period of the award and forfeitures are recorded as incurred. Non-market vesting conditions are included in the assumptions about the number of options or RSUs that are expected to achieve such vesting conditions. Estimates are subsequently revised if there is any indication that the number of options or RSUs expected to vest differs from the previous estimate. Any cumulative adjustment prior to vesting is recognized in the current period. No adjustment is made to any expense recognized in prior period if options ultimately exercised are different to that estimated on vesting.
Assets Held for Sale	Our Company classifies long-lived assets to be sold as held for sale in the period in which all of the following criteria are met: (i) management, having the authority to approve the action, commits to a plan to sell the asset; (ii) the asset is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets; (iii) an active program to locate a buyer and other actions required to complete the plan to sell the asset have been initiated; (iv) the sale of the asset is probable, and transfer of the asset or disposal group is expected to qualify for recognition as a completed sale within one year (v) the asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and (vi) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.Assets held for sale represent land, buildings and other fixed assets less accumulated depreciation related to facilities in which the Company has no continuing involvement. We record assets held for sale in accordance with ASC 360 “Property, Plant, and Equipment,” at the lower of carrying value or fair value less cost to sell. Fair value is based on the estimated proceeds from the sale of the facility utilizing recent purchase offers.
Significant Accounting Judgments, Estimates, and Assumptions	The preparation of the Company’s consolidated financial statements requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, and revenue and expenses. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the review affects both current and future periods. Significant judgments, estimates, and assumptions that have the most significant effect on the amounts recognized in the consolidated financial statements are described below. (i)Estimated Useful Lives and Amortization of Intangible Assets Amortization of intangible assets is recorded on a straight-line basis over their estimated useful lives, which do not exceed the contractual period, if any. Intangible assets that have indefinite lives are not subject to amortization and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they may impaired. (ii)Inventory The net realizable value of inventory represents the estimated selling price for inventory in the ordinary course of business, less all estimated costs of completion and costs necessary to make the sale. The determination of net realizable value requires significant judgment, including consideration of factors such as shrinkage, the aging of and future demand for inventory, expected future selling price the Company expects to realize by selling the inventory, and any contractual arrangements with customers. Reserves for excess and obsolete inventory are based upon quantities on hand, projected volumes from demand forecasts and net realizable value. The estimates are judgmental in nature and are made at a point in time, using available information, expected business plans, and expected market conditions. As a result, the actual amount received on sale could differ from the estimated value of inventory. Periodic reviews are performed on the inventory balance. The impact of changes in inventory reserves is reflected in cost of goods sold. (iii)Determination of Reporting Units The Company’s assets are aggregated into two reportable segments: cultivation (wholesale) and retail. For the purposes of testing impairment of goodwill, the Company has identified 13 reporting units. The Company analyzed 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 (wholesale)) which were primarily determined based on the licenses each market holds. (iv)Goodwill Impairment Goodwill is tested for impairment annually and whenever events or changes in circumstances indicate that the carrying amount of goodwill has been impaired. To determine if the value of goodwill has been impaired, the reporting unit to which goodwill has been assigned or allocated must be valued using present value techniques. When applying this valuation technique, the Company relies on a number of factors, including historical results, business plans, forecasts and market data. Changes in the conditions for these judgments and estimates can significantly affect the assessed value of goodwill. During the years ended December 31, 2021 and 2020, the Company performed the Step Zero analysis for its goodwill impairment test. As a result of the Company's Step Zero analysis, no further quantitative impairment test was deemed necessary. No such impairment charges were recorded for the years ended December 31, 2021 or 2020. During the year ended December 31, 2022, the Company recognized an impairment charge of (i) $46,537 associated with its Arizona retail reporting unit, (ii) $2,252 associated with its Arizona cultivation (wholesale) reporting unit, (iii) $61,127 associated with its Pennsylvania retail reporting unit, and (iv) $3,115 associated with its Pennsylvania cultivation (wholesale) reporting unit, as the carrying values of the reporting units exceeded the estimated fair value by such amounts. The analysis performed included estimating the fair value of each reporting unit using either an income or market approach. The income approach requires management to estimate a number of factors for each reporting unit, including, but not limited to, projected future operating results, economic projections, anticipated future cash flows, discount rates, the allocation of shared or corporate costs and the eventual repeal of 280E of the Code. The market approach estimates fair value using comparable marketplace fair value data from within a comparable industry grouping. The determination of fair value in the quantitative assessment requires the Company to make significant estimates and assumptions. These estimates and assumptions primarily include but are not limited to: the discount rate; terminal growth rates; and forecasts of revenue, operating income, depreciation and amortization and capital expenditures. As a result of the Company's goodwill impairment analysis for the year ended December 31, 2022, the Company determined four of the reporting units were impaired. See Note 7 - Goodwill for further details. (v)Property, Plant and Equipment Impairment The Company evaluates the carrying value of long-lived assets at the end of each reporting period whenever there is any indication that a long-lived asset is impaired. Such indicators include evidence of physical damage, indicators that the economic performance of the asset is worse than expected, or that the decline in asset value is more than the passage of time or normal use, or significant changes occur with an adverse effect on the Company’s business. If any such indication exists, the Company estimates the recoverable amount of the asset. An asset is impaired when its carrying amount exceeds its recoverable amount. The Company measures impairment based on the amount by which the carrying value exceeds the estimated fair value of the long-lived asset. The fair value is determined primarily by using the projected future cash flows discounted at a rate commensurate with the risk involved as well as market valuations. Losses on long-lived assets to be disposed of are determined in a similar manner, except that the fair values are reduced for an estimate of the cost to dispose or abandon. (vi)Discount Rate for Leases ASC 842 requires lessees to discount lease payments using the rate implicit in the lease if that rate can be readily determined. If that rate cannot be readily determined, the Company generally uses the incremental borrowing rate when initially recording leases. Generally, the Company uses its incremental borrowing rate as the discount rate. (vii)Business Combinations In a business combination, all identifiable assets, liabilities and contingent liabilities acquired are recorded at their fair values. One of the most significant estimates relates to the determination of the fair value of these assets and liabilities. Contingent consideration is measured at its transaction-date fair value and included as part of the consideration transferred in a business combination. Contingent consideration that is classified as equity is not remeasured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Contingent consideration that is classified as an asset or a liability is remeasured at subsequent reporting dates in accordance with ASC Topic 450, Contingencies, as appropriate, with the corresponding gain or loss being recognized in profit or loss. For any intangible asset identified, depending on the type of intangible asset and the complexity of determining its fair value, an independent valuation expert or management may develop the fair value, using appropriate valuation techniques, which are generally based on a forecast of the total expected future net cash flows. The evaluations are linked closely to the assumptions made by management regarding the future performance of the assets concerned and any changes in the discount rate applied. Certain fair values may be estimated at the transaction date pending confirmation or completion of the valuation process. Where provisional values are used in accounting for a business combination, they may be adjusted retrospectively in subsequent periods. However, the measurement period will last for one year from the transaction date. (viii) Consolidation Judgment is applied in assessing whether the Company exercises control and has significant influence over entities in which the Company directly or indirectly owns an interest. The Company has control when it has the power over the entity, has exposure or rights to variable returns, and has the ability to use its power to affect the returns. Significant influence is defined as the power to participate in the financial and operating decisions of the entities. Where the Company is determined to have control, these entities are consolidated. Additionally, judgment is applied in determining the effective date on which control was obtained. See Note 18 – Consolidation for further details. (ix) Expected Credit Loss Management determines the expected credit loss by evaluating individual receivable balances and considering accounts and other receivable financial conditions and current economic conditions. Accounts receivable and financial assets recorded in other receivables are written off when deemed uncollectible. Recoveries of accounts receivable previously written off are recorded as income when received. All receivables are expected to be collected within one year of the Consolidated Balance Sheet date. (x) Fair Value of Financial Instruments The individual fair values attributed to the different components of a financing transaction, derivative financial instruments, are determined using valuation techniques. The Company uses judgment to select the methods used to make certain assumptions and in performing the fair value calculations to determine (a) the values attributed to each component of a transaction at the time of their issuance; (b) the fair value measurements for certain instruments that require subsequent measurement at fair value on a recurring basis; and (c) for disclosing the fair value of financial instruments subsequently carried at amortized cost. Such valuation estimates could be significantly different because of the use of judgment and the inherent uncertainty in estimating the fair value of these instruments that are not quoted in an active market. (xi) Income Tax Provisions for taxes are made using the best estimate of the amount expected to be paid based on a qualitative assessment of all relevant factors. The Company reviews the adequacy of these provisions at the end of the reporting period. However, it is possible that at some future date an additional liability could result from audits by taxing authorities. Where the final outcome of these tax related matters is different from the amounts that were initially recorded, such differences will affect the tax provisions in the period in which such determination is made.
Recently Adopted and Issued Accounting Pronouncements	In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which replaces the incurred loss model with a current expected credit loss (“CECL”) model and requires consideration of a broader range of reasonable and supportable information to explain credit loss estimates. ASU 2016-13 applies to financial assets, measured at amortized cost, including loans, held-to-maturity debt securities, net investments in leases and trade accounts receivable. ASU 2016-13 must be adopted using a modified retrospective transition method through a cumulative-effect adjustment to members’ equity in the period of adoption. The Company adopted the new standard in the first quarter of the year ended December 31, 2020. The adoption of ASU 2016-13 did not have a material impact on the Company’s consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-04 “Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment” (“ASU 2017-04”), which simplifies the accounting for goodwill impairment. ASU 2017-04 requires entities to record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value (Step 1 under the current impairment test). The standard eliminates Step 2 from the current goodwill impairment test, which included determining the implied fair value of goodwill and comparing it with the carrying amount of that goodwill. ASU 2017-04 must be applied prospectively and is effective in the first quarter of 2020. Early adoption is permitted. The Company adopted ASU 2017-04 in the first quarter of the year ended December 31, 2020. The adoption of ASU 2017-04 did not have a material impact on the Company’s consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740)—Simplifying the Accounting for Income Taxes, which is intended to simplify various aspects related to accounting for income taxes (“ASU 2019-12”). ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. ASU 2019-12 was effective for the Company beginning January 1, 2021. The adoption of ASU 2019-12 did not have a material impact on the Company’s consolidated financial statements. In January 2020, the FASB issued ASU 2020-01, Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) (“ASU 2020-01”), which is intended to clarify the interaction of the accounting for equity securities under Topic 321, investments accounted for under the equity method of accounting in Topic 323 and the accounting for certain forward contracts and purchased options accounted for under Topic 815. ASU 2020-01 was effective for the Company beginning January 1, 2021. The adoption of ASU 2020-01 did not have a material impact on the Company’s consolidated financial statements. On August 5, 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06), to improve financial reporting associated with accounting for convertible instruments and contracts in an entity’s own equity. The amendments in this ASU 2020-06 are effective for public business entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. The adoption of ASU 2020-06 did not have a material impact on the Company’s consolidated financial statements. (ac) Accounting Pronouncements – Recently IssuedThe Financial Accounting Standards Board (“FASB”) and the SEC have issued certain other accounting pronouncements as of December 31, 2022 that will become effective in subsequent periods; however, management does not believe that any of these pronouncements would have significantly affected the Company’s financial accounting measurements or disclosures had they been in effect during the periods for which financial statements are included in this annual report, nor does management believe those pronouncements would have a significant effect on the Company’s future financial position or results of operations.

SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Schedule of Subsidiaries

Subsidiaries

Entity Name

Jurisdiction

Doing Business As (if applicable)

Percentage
Interest

102 Chester, LLC

Pennsylvania

N/A

100%

1090 Longwood, LLC

Florida

N/A

100%

11340 Fort Myers, LLC

Florida

N/A

100%

1200 Sharon, LLC

Massachusetts

N/A

100%

12395 North Miami, LLC

Florida

N/A

100%

130 Monroeville, LLC

Pennsylvania

N/A

100%

1325 Coolidge, LLC

Arizona

N/A

100%

1387 & 1391 Meriden, LLC

Connecticut

N/A

100%

16 Magothy Road Beach, LLC

Maryland

N/A

100%

1728 & 52 Old York Road, LLC

Pennsylvania

N/A

100%

1851 Canton, LLC

Ohio

N/A

100%

2000-2015 W. 3rd Street, LLC

Arizona

N/A

100%

2030 Highland Park, LLC

Delaware

N/A

100%

22627 Port Charlotte, LLC

Florida

N/A

100%

257 Wynnewood, LLC

Pennsylvania

N/A

100%

270 Cranberry, LLC

Pennsylvania

N/A

100%

2900 Lone Mountain, LLC

Nevada

N/A

100%

42 Capital Management, LLC

Illinois

N/A

100%

420 Capital Management, LLC

Illinois

Zen Leaf Rogers Park; Zen Leaf Lombard

100%

4444 W. Craig Road, LLC

Nevada

N/A

100%

4450 New Haven, LLC

Florida

N/A

100%

4674 JAX, LLC

Florida

N/A

100%

5335 Las Vegas, LLC

Nevada

N/A

100%

5409 S. Power Road, LLC

Arizona

N/A

100%

6944 Apollo Beach, LLC

Florida

N/A

100%

7220 Palatka, LLC

Florida

N/A

100%

7221 Jessup, LLC

Maryland

N/A

100%

783 Butterfield Road, LLC

Illinois

N/A

100%

799 Washington, LLC

Pennsylvania

N/A

100%

A&T SPV II LLC

Texas

N/A

100%

AGG Wellness, LLC

Maryland

Zen Leaf Towson

100%

AGOZ Redevelopment, LP

Pennsylvania

N/A

100%

Agri-Kind, LLC

Pennsylvania

N/A

100%

Agronomed Biologics Holdings Inc.

Pennsylvania

N/A

100%

Agronomed Biologics LLC

Pennsylvania

Zen Leaf Chester; Zen Leaf West Chester; Zen Leaf Pittsburgh – Robinson; Zen Leaf Pittsburgh – McKnight; Zen Leaf New Kensington

100%

Agronomed Holdings, Inc.

Pennsylvania

N/A

100%

Agronomed IP LLC

Pennsylvania

N/A

15%

Albion MM, LLC

Illinois

N/A

100%

Ataraxia, LLC

Illinois

N/A

100%

Entity Name

Jurisdiction

Doing Business As (if applicable)

Percentage
Interest

AZGM 3, LLC

Arizona

Zen Leaf Chandler

100%

Branchburg Rte. 22, LLC

New Jersey

N/A

100%

Caring Nature, LLC

Connecticut

N/A

100%

Caring Nature EJV1, LLC

Delaware

N/A

50%

Caring Nature EJV2, LLC

Delaware

Caring Nature Dispensary

50%

Cave Creek RE, LLC

Arizona

N/A

100%

ChiVegas Real Estate, LLC

Nevada

N/A

100%

Connecticut Pharmaceutical Solutions, LLC

Connecticut

N/A

100%

CTPharma Newington, LLC

Delaware

N/A

50%

CTPharma Norwich, LLC

Delaware

N/A

50%

CTPharma Real Estate Inc.

Connecticut

N/A

100%

CTPharma Research Solutions, LLC

Delaware

N/A

10%

Cultivation Real Estate Holdings, LLC

Delaware

N/A

100%

Custom Strains, LLC

Illinois

N/A

100%

DGV Group, LLC

Delaware

N/A

62.50%

Elevele LLC

Illinois

Zen Leaf Highland Park; Zen Leaf Prospect Heights

100%

FGM Processing, LLC

Maryland

N/A

100%

Fort Consulting, LLC

Arizona

Zen Leaf Phoenix – N. Cave Creek

100%

Four Daughters Compassionate Care, Inc.

Massachusetts

Zen Leaf Sharon; Zen Leaf Plymouth

100%

Freestate Wellness, LLC

Maryland

Zen Leaf Elkridge

100%

Glass City Alternatives, LLC

Ohio

Zen Leaf Bowling Green

100%

Green RX, LLC

Ohio

Zen Leaf Cincinnati

100%

Healthway Services of Illinois, LLC

Illinois

Zen Leaf St. Charles; Zen Leaf Naperville

100%

Local Dispensaries, LLC

Pennsylvania

Zen Leaf Harrisburg; Zen Leaf York; Zen Leaf Altoona

100%

Lone Mountain Partners, LLC

Nevada

Zen Leaf North Las Vegas; Zen Leaf Flamingo Road

100%

Mad River Remedies, LLC

Ohio

Zen Leaf Dayton

100%

MD MM Logistics, LLC

Maryland

N/A

100%

Mikran, LLC

Maryland

Zen Leaf Germantown

100%

MME Aurora Retail, LLC

Illinois

Zen Leaf Aurora

100%

MME Evanston Retail, LLC

Illinois

Zen Leaf Evanston

100%

Mother Grows Best, LLC

Ohio

N/A

100%

Mother Know’s Best, LLC

Ohio

Zen Leaf Canton

100%

NatureX, LLC

Nevada

Zen Leaf Las Vegas

100%

NSE Pennsylvania LLC

Pennsylvania

Zen Leaf Philadelphia; Zen Leaf Wynnewood; Zen Leaf Clifton Heights

100%

NuTrae, LLC

Florida

N/A

100%

Nuuvn Holdings, LLC

Delaware

N/A

100%

NV MM Logistics, LLC

Nevada

N/A

100%

OH MM Logistics, LLC

Ohio

N/A

100%

Ohio Natural Treatment Solutions, LLC

Delaware

Zen Leaf Newark

100%

Patient Alternative Relief Center, LLC

Arizona

Zen Leaf Phoenix – University Dr.

100%

Perpetual Healthcare, LLC

Arizona

Zen Leaf Phoenix – W. Dunlap

100%

Entity Name

Jurisdiction

Doing Business As (if applicable)

Percentage
Interest

Plants of Ruskin, LLC

Florida

100%

Prospect Heights RE, LLC

Illinois

N/A

100%

RedMed, LLC

Delaware

N/A

100%

Retail and Office Real Estate Holdings, LLC

Delaware

N/A

100%

RVC 360, LLC

Delaware

N/A

100%

SG1 LLC

Delaware

N/A

100%

TerraVida Holistic Centers LLC

Pennsylvania

Zen Leaf Sellersville; Zen Leaf Abington; Zen Leaf Malvern

100%

The Healing Center LLC

Pennsylvania

Zen Leaf Cranberry; Zen Leaf Washington; Zen Leaf Monroeville

100%

The Herbal Care Center, Inc.

Illinois

Zen Leaf Pilsen; Zen Leaf West Loop

100%

The Medicine Room, LLC

Arizona

Zen Leaf Mesa

100%

Vehicle and Logistics Holdings, LLC

Delaware

N/A

100%

Vending Logistics, LLC

Arizona

Zen Leaf Gilbert

100%

Verano Alabama Holdings, LLC

Delaware

N/A

100%

Verano Alabama, LLC

Alabama

N/A

49%

Verano Arizona, LLC

Delaware

N/A

100%

Verano Connecticut, LLC

Delaware

N/A

100%

Verano El Dorado, LLC

Arkansas

N/A

100%

Verano Florida, LLC

Delaware

N/A

100%

Entity Name

Jurisdiction

Doing Business As (if applicable)

Percentage
Interest

Verano Four Daughters Holdings, LLC

Delaware

N/A

100%

Verano Holdings, LLC

Delaware

N/A

100%

Verano Holdings USA Corp.

Delaware

N/A

100%

Verano Illinois, LLC

Illinois

N/A

100%

Verano IP, LLC

Delaware

N/A

100%

Verano Michigan, LLC

Delaware

N/A

100%

Verano Nevada, LLC

Nevada

N/A

100%

Verano NJ Holdings, LLC

Delaware

N/A

100%

Verano NJ LLC

New Jersey

Zen Leaf Elizabeth; Zen Leaf Neptune; Zen Leaf Lawrence

100%

Verano Ohio, LLC

Delaware

N/A

100%

Verano Pennsylvania, LLC

Delaware

N/A

100%

Verano Virginia, LLC

Delaware

N/A

100%

VZL Staffing Services, LLC

Illinois

N/A

100%

West Capital, LLC

Illinois

N/A

100%

Willow Brook Enfield, LLC

Delaware

N/A

50%

Willow Brook Stratford, LLC

Delaware

N/A

50%

Willow Brook Wellness, LLC

Connecticut

Willow Brook Wellness

100%

WSCC Property LLC

Nevada

N/A

100%

WSCC, Inc.

Nevada

Zen Leaf Reno; Zen Leaf Carson City

100%

Zen Leaf Retail, LLC

Maryland

N/A

100%

Zen Leaf Technologies, LLC

Delaware

N/A

100%

ZenNorth, LLC

Delaware

N/A

100%

ZNN Holdings, LLC

Delaware

N/A

100%

Schedule of Controlled Entities

Controlled Entities

Entity Name

Jurisdiction of Organization

Doing Business As (if applicable)

Percentage Interest

Buchanan Development, LLC

Michigan

Zen Leaf Buchanan

100%

Maryland Natural Treatment Solutions, LLC

Maryland

Zen Leaf Pasadena

100%

Natural Treatment Solutions, LLC

Maryland

N/A

100%

Noah’s Ark, LLC

Arkansas

Zen Leaf El Dorado

100%

Verano MI2, LLC

Michigan

N/A

100%

Verano MO Holdings, LLC

Delaware

N/A

100%

Verano MO, LLC

Missouri

N/A

100%

Verano WV, LLC

West Virginia

Zen Leaf Oak Hill; Zen Leaf Clarksburg; Zen Leaf Dunbar; Zen Leaf Morgantown; Zen Leave Westover; Zen Leaf Wheeling; Zen Leaf Buckhannon

99%

VMO Processing, LLC

Missouri

N/A

100%

VMO Retail, LLC

Missouri

N/A

100%

Property, Plant and Equipment

The Company’s estimated depreciable lives of operating assets and facilities are as follows:


Land			Not Applicable
Building			30 years
Construction in Progress (“CIP”)			Not Applicable
Leasehold Improvements			Shorter of: remaining lease term or
			10 years
Tools & Equipment			7 years
Kitchen & Lab Equipment			7 years
Other Machinery & Equipment			7 years
Furniture & Fixtures			7 years
Electronic & Security Equipment			5 years
Vehicles			7 years
Land Improvements			15 years

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


	December 31, 2022		December 31, 2021

Land	$	31,877	$	29,399
Buildings and Improvements	197,819		126,020
Furniture and Fixtures	16,189		13,259
Computer Equipment and Software	21,478		14,078
Leasehold Improvements	211,785		182,514
Tools and Equipment	88,507		65,774
Vehicles	4,992		3,229
Assets Under Construction (1)	41,800		64,107

Total Property, Plant and Equipment, Gross	614,447		498,380
Less: Accumulated Depreciation	(88,542)		(46,148)

Property, Plant and Equipment, Net	$	525,905	$	452,232

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

A reconciliation of the beginning and ending balances of property, plant and equipment is as follows:


	Property, Plant and Equipment, Gross		Accumulated Depreciation		Property, Plant and Equipment, Net

Balance as of January 1, 2021	$	162,153	$	(17,971)	$	144,182
Additions	164,940		—		164,940
Property, plant and equipment from business combination	175,172		—		175,172
Disposals and other	(3,885)		15		(3,870)
Depreciation	—		(28,192)		(28,192)

Balance as of December 31, 2021	$	498,380	$	(46,148)	$	452,232
Additions	122,626		—		122,626
Property, plant and equipment from business combination	5,891		(229)		5,662
Disposals and other	(11,196)		1,596		(9,600)
Deconsolidation from disposition of business combination	(1,254)		281		(973)
Depreciation	—		(44,042)		(44,042)

Balance as December 31, 2022	$	614,447	$	(88,542)	$	525,905

Schedule of Finite-Lived Intangible Assets

Amortization periods by class of intangible assets with finite lives were as follows as of December 31, 2022:


Licenses			9-15 years
Tradenames			5-10 years
Technology			5-20 years

As of December 31, 2022 and December 31, 2021, 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	(2,025)		—		(5,172)		(7,197)
Impairment	(130,670)		—		—		(130,670)
Balance as of December 31, 2022	$	1,274,981	$	54,166	$	6,431	$	1,335,578

Accumulated Amortization
Balance as of January 1, 2022	66,703		4,158		1,126		71,987
Amortization	91,062		5,421		861		97,344
Impairment	$	(14,519)	$	—	$	—	$	(14,519)
Balance as of December 31, 2022	$	143,246	$	9,579	$	1,987	$	154,812

Net Book Value
Balance as of January 1, 2022	1,319,428		50,008		10,477		1,379,913
Balance as of December 31, 2022	$	1,131,735	$	44,587	$	4,444	$	1,180,766


	Licenses		Tradenames		Technology		Total
Cost
Balance as of January 1, 2021	$	76,375	$	78	$	—	$	76,453
Purchases	55,776		—		115		55,891
Additions from business combination	1,254,781		54,088		11,488		1,320,357
Adjustments to purchase price allocation	(801)		—		—		(801)
Disposals	—		—		—		—
Balance as of December 31, 2021	$	1,386,131	$	54,166	$	11,603	$	1,451,900

Accumulated Amortization
Balance as of January 1, 2021	4,034		—		—		4,034
Amortization	62,669		4,158		1,126		67,953
Balance as of December 31, 2021	$	66,703	$	4,158	$	1,126	$	71,987

Net Book Value
Balance as of January 1, 2021	72,341		78		—		72,419
Balance as of December 31, 2021	$	1,319,428	$	50,008	$	10,477	$	1,379,913

INVENTORY (Tables)

12 Months Ended

Dec. 31, 2022

Inventory Disclosure [Abstract]

Schedule of Inventory, Current

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


	December 31, 2022		December 31, 2021
			(As Restated)
Raw Materials	$	7,120	$	5,767
Work in Process	123,101		96,367
Finished Goods	34,311		38,569

Total Inventory	$	164,532	$	140,703

PROPERTY, PLANT AND EQUIPMENT (Tables)

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

The Company’s estimated depreciable lives of operating assets and facilities are as follows:


Land			Not Applicable
Building			30 years
Construction in Progress (“CIP”)			Not Applicable
Leasehold Improvements			Shorter of: remaining lease term or
			10 years
Tools & Equipment			7 years
Kitchen & Lab Equipment			7 years
Other Machinery & Equipment			7 years
Furniture & Fixtures			7 years
Electronic & Security Equipment			5 years
Vehicles			7 years
Land Improvements			15 years

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


	December 31, 2022		December 31, 2021

Land	$	31,877	$	29,399
Buildings and Improvements	197,819		126,020
Furniture and Fixtures	16,189		13,259
Computer Equipment and Software	21,478		14,078
Leasehold Improvements	211,785		182,514
Tools and Equipment	88,507		65,774
Vehicles	4,992		3,229
Assets Under Construction (1)	41,800		64,107

Total Property, Plant and Equipment, Gross	614,447		498,380
Less: Accumulated Depreciation	(88,542)		(46,148)

Property, Plant and Equipment, Net	$	525,905	$	452,232

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

A reconciliation of the beginning and ending balances of property, plant and equipment is as follows:


	Property, Plant and Equipment, Gross		Accumulated Depreciation		Property, Plant and Equipment, Net

Balance as of January 1, 2021	$	162,153	$	(17,971)	$	144,182
Additions	164,940		—		164,940
Property, plant and equipment from business combination	175,172		—		175,172
Disposals and other	(3,885)		15		(3,870)
Depreciation	—		(28,192)		(28,192)

Balance as of December 31, 2021	$	498,380	$	(46,148)	$	452,232
Additions	122,626		—		122,626
Property, plant and equipment from business combination	5,891		(229)		5,662
Disposals and other	(11,196)		1,596		(9,600)
Deconsolidation from disposition of business combination	(1,254)		281		(973)
Depreciation	—		(44,042)		(44,042)

Balance as December 31, 2022	$	614,447	$	(88,542)	$	525,905

INTANGIBLE ASSETS (Tables)

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Finite-Lived Intangible Assets

Amortization periods by class of intangible assets with finite lives were as follows as of December 31, 2022:


Licenses			9-15 years
Tradenames			5-10 years
Technology			5-20 years

As of December 31, 2022 and December 31, 2021, 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	(2,025)		—		(5,172)		(7,197)
Impairment	(130,670)		—		—		(130,670)
Balance as of December 31, 2022	$	1,274,981	$	54,166	$	6,431	$	1,335,578

Accumulated Amortization
Balance as of January 1, 2022	66,703		4,158		1,126		71,987
Amortization	91,062		5,421		861		97,344
Impairment	$	(14,519)	$	—	$	—	$	(14,519)
Balance as of December 31, 2022	$	143,246	$	9,579	$	1,987	$	154,812

Net Book Value
Balance as of January 1, 2022	1,319,428		50,008		10,477		1,379,913
Balance as of December 31, 2022	$	1,131,735	$	44,587	$	4,444	$	1,180,766


	Licenses		Tradenames		Technology		Total
Cost
Balance as of January 1, 2021	$	76,375	$	78	$	—	$	76,453
Purchases	55,776		—		115		55,891
Additions from business combination	1,254,781		54,088		11,488		1,320,357
Adjustments to purchase price allocation	(801)		—		—		(801)
Disposals	—		—		—		—
Balance as of December 31, 2021	$	1,386,131	$	54,166	$	11,603	$	1,451,900

Accumulated Amortization
Balance as of January 1, 2021	4,034		—		—		4,034
Amortization	62,669		4,158		1,126		67,953
Balance as of December 31, 2021	$	66,703	$	4,158	$	1,126	$	71,987

Net Book Value
Balance as of January 1, 2021	72,341		78		—		72,419
Balance as of December 31, 2021	$	1,319,428	$	50,008	$	10,477	$	1,379,913

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense

The following table outlines the estimated annual amortization expense related to intangible assets as of December 31, 2022:


Year Ending December 31:	Estimated Amortization
2023	$	91,461
2024	91,461
2025	91,461
2026	90,746
2027	90,672
Thereafter	724,965
	$	1,180,766

GOODWILL (Tables)

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

The changes in the carrying amount of goodwill, by reportable segment, for the years ended December 31, 2021 and 2022 were as follows:


	January 1, 2021		Impairment		Adjustments to purchase price allocation		Acquisitions		December 31, 2021
Cultivation	$	64	$	—	$	312	$	90,740	$	91,116
Retail	15,965		—		(30)		261,079		277,014
	$	16,029	$	—	$	282	$	351,819	$	368,130


	January 1, 2022		Impairment		Adjustments to purchase price allocation		Acquisitions		December 31, 2022
Cultivation	$	91,116	$	(5,367)	$	(2,745)	$	—	$	83,004
Retail	277,014		(107,664)		6,418		10,316		186,084
	$	368,130	$	(113,031)	$	3,673	$	10,316	$	269,088

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
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+ Details

EARNINGS (LOSSES) PER SHARE (Tables)

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted


	December 31, 2022		December 31, 2021		December 31, 2020
			(As Restated)
Numerator
Net Income (Loss) attributable to Verano Holdings Corp.	$	(269,164)	$	(57,507)	$	38,401

Denominator
Basic
Pre-RTO weighted-average shares outstanding	—		158,203,932		—
Post-RTO weighted-average shares outstanding	—		307,177,442		—
Weighted-average shares outstanding – basic	331,409,315		290,443,432		263,919,366

Diluted
Pre-RTO weighted-average shares outstanding	—		158,203,932		—
Post-RTO weighted-average shares outstanding	—		307,177,442		—
Weighted-average shares outstanding – diluted	331,409,315		290,443,432		270,719,280

Net Income (Loss) per share - basic	$	(0.81)	$	(0.20)	$	0.15
Net Income (Loss) per share - diluted	$	(0.81)	$	(0.20)	$	0.14

TRANSACTIONS (Tables)

12 Months Ended

Dec. 31, 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)
Debt	(3,579)		(3,343)		(6,922)
Deferred taxes	(122,349)		(37,290)		(159,639)
Lease liabilities	(9,651)		—		(9,651)

Total identifiable net assets (liabilities)	29,068		(24,637)		4,431
Intangible assets	497,567		184,588		682,155

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

The following table summarizes the provisional accounting estimates of the two acquisitions that occurred during the twelve months ended December 31, 2022:


	Greengate		Sierra Well

Cash and Cash Equivalents	$	1,839	$	130
Inventory	773		2,554
Prepaid & Other Current Assets	191		149
Deposits and Other Non-current Assets	45		5,776
Property, Plant and Equipment, net	1,673		4,477
Right of Use Assets, net	1,836		286
Accounts Payable and Accrued Liabilities	(1,569)		(1,917)
Deferred Taxes	—		(1,596)
Other Liabilities	(72)		(5,740)
Lease Liabilities	(1,836)		(286)

Total Identifiable Net Assets (Liabilities)	2,880		3,833
Total Intangible Assets	20,683		11,714

Net Assets	$	23,563	$	15,547

The following table summarizes the purchase price allocation of the acquisitions that occurred during the first quarter of the year ended December 31, 2021:


	Soothe (Glass City)		Emerald (Perpetual Healthcare)		THCC		Local Joint		Total

Cash and cash equivalents	$	178	$	478	$	2,168	$	540	$	3,364
Accounts receivable, net	—		—		2,000		—		2,000
Notes Receivable	—		—		—		398		398
Inventory	58		422		1,435		219		2,134
Prepaid & other current assets	50		43		109		—		202
Property, plant and equipment, net	502		135		1,642		451		2,730
Right-of-use asset, net	63		215		936		2,480		3,694
Accounts payable and accrued liabilities	(17)		(200)		(3,307)		(216)		(3,740)
Deferred income tax	—		(6,548)		(11,914)		—		(18,462)
Lease liabilities	(63)		(215)		(936)		(2,480)		(3,694)

Total identifiable net assets (liabilities)	771		(5,670)		(7,867)		1,392		(11,374)
Total Intangible assets	2,721		33,387		51,304		16,095		103,507

Net Assets	$	3,492	$	27,717	$	43,437	$	17,487	$	92,133

The following table summarizes the purchase price allocation of the acquisitions that occurred during the second quarter of the year ended December 31, 2021:


	BISHCO ("Territory")		TerraVida Holistic Centers		The Healing Center		Total

Cash and cash equivalents	$	1,809	$	3,222	$	3,516	$	8,547
Accounts receivable, net	231		—		—		231
Inventory	7,162		4,091		3,088		14,341
Prepaid & other current assets	1,127		692		810		2,629
Deposits & other non-current assets	8		75		—		83
Property, plant and equipment, net	7,872		2,612		11,412		21,896
Right-of-use asset, net	129		2,122		—		2,251
Accounts payable and accrued liabilities	(2,770)		(1,635)		(2,569)		(6,974)
Other liabilities	(1,188)		—		(12,245)		(13,433)
Deferred income tax	(23,598)		—		—		(23,598)
Lease liabilities	(129)		(2,122)		—		(2,251)

Total identifiable net assets (liabilities)	(9,347)		9,057		4,012		3,722
Total Intangible assets	126,120		116,053		133,804		375,977

Net Assets	$	116,773	$	125,110	$	137,816	$	379,699

The following table summarizes the purchase price allocation of the acquisitions that occurred during the third quarter of the year ended December 31, 2021:


	Mad River Remedies		Agronomed Biologics		Agri Kind & Agronomed Holdings Inc		Total

Cash and cash equivalents	$	755	$	2,300	$	2,024	$	5,079
Accounts receivable, net	262		—		560		822
Inventory	396		623		4,188		5,207
Prepaid & other current assets	85		273		653		1,011
Deposits & other non-current assets	—		40		—		40
Property, plant and equipment, net	589		5,844		35,965		42,398
Right-of-use asset, net	125		2,715		—		2,840
Accounts payable and accrued liabilities	(478)		(1,126)		(1,852)		(3,456)
Other liabilities	—		(2,788)		(14,730)		(17,518)
Deferred income tax	—		(29,913)		—		(29,913)
Lease liabilities	(125)		(2,715)		—		(2,840)

Total identifiable net assets (liabilities)	1,609		(24,747)		26,808		3,670
Total Intangible assets	19,218		129,222		137,678		286,118

Net Assets	$	20,827	$	104,475	$	164,486	$	289,788

The following table summarizes the purchase price allocation of the acquisitions that occurred during the fourth quarter of the year ended December 31, 2021:


	Willow Brook		Caring Nature		CT Pharma		Total

Cash and cash equivalents	$	443	$	251	$	2,793	$	3,487
Accounts receivable, net	—		—		1,314		1,314
Inventory	243		155		10,294		10,692
Prepaid & other current assets	92		41		1,036		1,169
Deposits & other non-current assets	3		—		—		3
Property, plant and equipment, net	282		91		24,380		24,753
Right-of-use asset, net	54		133		—		187
Accounts payable and accrued liabilities	(99)		(11)		(2,395)		(2,505)
Other liabilities	—		—		(3,122)		(3,122)
Deferred income tax	—		(7,123)		(36,267)		(43,390)
Lease liabilities	(54)		(133)		—		(187)

Total identifiable net assets (liabilities)	964		(6,596)		(1,967)		(7,599)
Total Intangible assets	21,705		32,878		165,719		220,302

Net Assets	$	22,669	$	26,282	$	163,752	$	212,703

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	5,431		885		6,316

Total intangible assets	361,637		140,535		502,172

Goodwill (residual purchase price)	13,581		6,763		20,344
Goodwill (deferred taxes) (a)	122,349		37,290		159,639

Total goodwill	$	135,930	$	44,053	$	179,983

(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	737,850	22,402	760,252
Net income (loss)	(57,507)	10,933	(46,574)


	Year Ended December 31, 2022
	Verano Holdings		AME Merger		Other Acquisitions		Total

Revenues, net	$	409,708	$	237,613	$	232,091	$	879,412
Net Loss	(86,250)		(46,454)		(136,460)		(269,164)


	Year Ended December 31, 2021
	Verano Holdings		AME Merger		Other Acquisitions		Total

Revenues, net	$	375,225	$	203,895	$	158,730	$	737,850
Net Income (loss)	(59,759)		7,398		(5,146)		(57,507)

Business Acquisition, Pro Forma Information, Nonrecurring Adjustments


	Year Ended December 31, 2021
	Verano Holdings		AME Merger		Other Acquisitions		Total

Pro forma revenues, net	$	375,225	$	226,297	$	344,092	$	945,614
Pro forma net income (loss)	(59,759)		18,331		34,451		(6,977)
Pro forma adjustments
(a) intangible amortization	—		32,798		30,171		62,969
(b) inventory step up	—		71,538		9,450		80,988
Total pro forma adjustments	—		104,336		39,621		143,957
Total pro forma net income (loss)	$	(59,759)	$	122,667	$	74,072	$	136,980

(b)Includes removal of post combination inventory step up that was recognized as an increase to cost of goods sold within the Consolidated Statements of Operations.

DEBT (Tables)

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

Schedule of Long-Term Debt Instruments

As of December 31, 2022 and December 31, 2021, debt consisted of the following:


	December 31, 2022		December 31, 2021

Credit Facility	$	350,000	$	250,000
Secured Promissory Notes	36,805		6,663
Mortgage Loans	44,985		38,856
Vehicle and Equipment Loans	1,824		1,951
Unamortized debt issuance costs	(20,610)		(7,545)

Total debt	$	413,004	$	289,925

Less: current portion of debt	24,464		13,771

Total long-term debt, net	$	388,540	$	276,154

Schedule of Maturities of Long-Term Debt

Stated maturities of debt obligations are as follows:


	Principal Payments		Unamortized Debt Issuance Costs		Total Notes Payable
2023	$	29,163	$	4,699	$	24,464
2024	27,140		5,055		22,085
2025	6,875		5,486		1,389
2026	341,612		5,197		336,415
2027	4,803		8		4,795
Thereafter	24,021		165		23,856

Total	$	433,614	$	20,610	$	413,004

- 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)

12 Months Ended

Dec. 31, 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	4,780	24.00	—
Vested	31,301	30.17	—
Unvested Options Balance at December 31, 2022	19,997	30.13	8.13
Inception to date Vested and Exercisable at December 31, 2022	19,992	30.19	8.13

Schedule of Unvested Restricted Stock Units Roll Forward

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


	Number of Shares	Weighted Avg. Grant Date Fair Value C$
Unvested RSUs at December 31, 2021	2,413,887	30.49
Granted	3,003,452	10.10
Forfeited	206,348	12.42
Vested	2,229,664	29.72
Unvested RSUs at December 31, 2022	2,981,327	11.39

Share-Based Payment Arrangement, Expensed and Capitalized, Amount

The stock-based compensation expense for the years ended December 31, 2022 and December 31, 2021 were as follows:


	Years Ended December 31,
	2022		2021
			(As Restated)
Stock Options	$	300	$	387
Restricted Stock Units	38,754		44,863
Total Stock Based Compensation Expense	$	39,054	$	45,250

INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Schedule of Components of Income Tax Expense (Benefit)

For the years ended December 31, 2022, 2021 and 2020, income taxes expense consisted of:


	Years Ended December 31,
	2022		2021		2020
			(As Restated)
Current:
Federal	$	130,987	$	104,014	$	29,627
State	36,624		33,084		11,130
Foreign	—		—		—
Total Current:	167,611		137,098		40,757
Deferred:
Federal	$	(47,211)	$	(25,540)	$	1,073
State	(14,930)		(7,570)		466
Foreign	—		—		—
Total Deferred	(62,141)		(33,110)		1,539
Total	$	105,470	$	103,988	$	42,296

Schedule of Effective Income Tax Rate Reconciliation


	Years Ended December 31,
	2022			2021			2020
				(As Restated)
Income/(Loss) before Income Taxes	$	(163,403)		$	48,990		$	82,452
Statutory Tax Rate	21		%	21		%	21		%
Expense/(Recovery) based on Statutory Rate	(34,314)			9,965			17,315
Other Permanent Differences	1,068			435			(1,309)
Goodwill Impairment	17,265			—			—
Nondeductible 280E	84,751			59,874			10,663
Penalties and Interest	12,305			5,331			—
Non-controlling Interests	1,319			411			3,506
State Taxes	24,389			25,324			11,277
Book/Tax Basis Acquired Intangibles	—			—			2,445
Prior Year True Ups	4,362			3,068			(1,601)
State Rate Change on Deferred Taxes	(2,531)			—			—
Discrete Items	—			(420)			—
Acquisition Purchase Price Remeasurement	(3,144)			—			—
Income Tax Expense	$	105,470		$	103,988		$	42,296

Schedule of Deferred Tax Assets and Liabilities

At December 31, 2022 and December 31, 2021, the components of deferred tax assets and (liabilities) were as follows:


	Years Ended December 31,
	2022		2021
			(As Restated)
Deferred Tax Assets
Operating Lease Liabilities	$	659	$	515
Loyalty Points	1,046		730
Stock Compensation	873		800
Basis Differences in Goodwill	7,444		—
Leasehold Improvements	2,464		—
Total Deferred Tax Assets	12,486		2,045
Deferred Tax Liabilities
Operating Right of Use Assets	$	(662)	$	(513)
Intangibles	(208,297)		(263,716)
Total Deferred Tax Liabilities	(208,959)		(264,229)
Net Deferred Tax Liabilities	$	(196,473)	$	(262,184)

Schedule of Unrecognized Tax Benefits Roll Forward

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:


	2022		2021		2020
Balance at Beginning of Year	$	—	$	—	$	—
Gross increases related to tax positions in a prior period	5,739		—		—
Gross decreases related to tax positions in a prior period	—		—		—
Gross increases related to tax positions in the current period	—		—		—
Gross decreases related to tax positions in the current period	—		—		—
Balance at End of Year	$	5,739	$	—	$	—

LEASES (Tables)

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Lease, Cost

Other information related to operating leases as of and for the years ended December 31, 2022, 2021, and 2020 were as follows:


	2022		2021		2020
Weighted average remaining lease term - years	8.12		8.52		6.66
Weighted average discount rate	8.02	%	8.11	%	8.8	%

Lessee, Operating Lease, Liability, Maturity

Maturities of lease liabilities for operating leases as of December 31, 2022 were as follows:


Year Ending December 31,	Maturities of Lease Liability
2023	$	15,278
2024	14,631
2025	13,818
2026	12,976
2027	12,261
Thereafter	58,117
Total Lease Payments	127,081
Less: Imputed Interest	(41,339)
Present Value of Lease Liability	$	85,742

SEGMENTS (Tables)

12 Months Ended

Dec. 31, 2022

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment

Summarized financial information for these segments is as follows:


	Year Ended December 31,
	2022		2021		2020
			(As Restated)
Revenue, net of discounts
Cultivation (Wholesale)	$	276,281	$	226,858	$	156,223
Retail	721,279		582,472		88,470
Intersegment Eliminations	(118,148)		(71,480)		(16,163)
Total revenue, net of discounts	$	879,412	$	737,850	$	228,530

Depreciation and amortization
Cultivation (Wholesale)	$	78,120	$	54,460	$	8,256
Retail	63,267		41,784		2,278
Total depreciation and amortization	$	141,387	$	96,244	$	10,534

Income taxes
Cultivation (Wholesale)	$	52,147	$	58,601	$	21,989
Retail	53,323		45,387		20,307
Total income taxes	$	105,470	$	103,988	$	42,296

Net income (loss)
Cultivation (Wholesale)	$	(105,135)	$	53,191	$	69,706
Retail	(164,029)		(110,698)		(31,305)
Total net income (loss)	$	(269,164)	$	(57,507)	$	38,401


	As of December 31,
	2022		2021
			(As Restated)
Assets
Cultivation (Wholesale)	$	1,135,257	$	1,278,308
Retail	1,260,798		1,270,347
Total assets	$	2,396,055	$	2,548,655

Liabilities
Cultivation (Wholesale)	$	234,687	$	230,217
Retail	819,818		836,632
Total liabilities	$	1,054,505	$	1,066,849

CONSOLIDATION (Tables)

12 Months Ended

Dec. 31, 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 December 31, 2022 and 2021.


	Consolidated VIE		Consolidated VOE		Consolidated VIE		Consolidated VOE
	December 31, 2022				December 31, 2021
					(As Restated)
Current Assets	$	48,952	$	—	$	43,045	$	20,464
Due To/(From)	—		—		(25,723)		14,228
Non-Current Assets	72,081		—		207,908		226,108
Current Liabilities	10,193		—		32,934		22,659
Non-Current Liabilities	8,939		—		45,873		45,603
Non-Controlling Interest	—		—		1,276		—
Equity attributable to Verano Holdings, Corp.	101,901		—		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)

12 Months Ended

Dec. 31, 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 December 31, 2022
	Level 1		Level 2		Level 3		Total
Cash and Cash Equivalents	$	84,851	$	—	$	—	$	84,851
Investments	1,805		—		—		1,805
Acquisition Consideration Payable	—		—		(18,262)		(18,262)
Total	$	86,656	$	—	$	(18,262)	$	68,394


	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)

NATURE OF OPERATIONS (Details)	Dec. 31, 2022 state
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of states in which entity operates	14

SIGNIFICANT ACCOUNTING POLICIES - Schedule of Subsidiaries and Controlled Entities (Details)	Dec. 31, 2022
102 Chester, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
1090 Longwood, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
11340 Fort Myers, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
1200 Sharon, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
12395 North Miami, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
130 Monroeville, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
1325 Coolidge, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
1387 & 1391 Meriden, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
16 Magothy Road Beach, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
1728 & 52 Old York Road, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
1851 Canton, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
2000-2015 W. 3rd Street, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
2030 Highland Park, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
22627 Port Charlotte, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
257 Wynnewood, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
270 Cranberry, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
2900 Lone Mountain, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
42 Capital Management, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
420 Capital Management, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
4444 W. Craig Road, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
4450 New Haven, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
4674 JAX, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
5335 Las Vegas, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
5409 S. Power Road, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
6944 Apollo Beach, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
7220 Palatka, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
7221 Jessup, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
783 Butterfield Road, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
799 Washington, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
A&T SPV II LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
AGG Wellness, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
AGOZ Redevelopment, LP
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
Agri-Kind, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
Agronomed Biologics Holdings Inc.
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
Agronomed Biologics LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
Agronomed Holdings, Inc.
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
Agronomed IP LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	15.00%
Albion MM, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
Ataraxia, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
AZGM 3, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
Branchburg Rte. 22, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
Caring Nature, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
Caring Nature EJV1, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	50.00%
Caring Nature EJV2, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	50.00%
Cave Creek RE, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
ChiVegas Real Estate, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
Connecticut Pharmaceutical Solutions, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
CTPharma Newington, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	50.00%
CTPharma Norwich, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	50.00%
CTPharma Real Estate Inc.
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
CTPharma Research Solutions, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	10.00%
Cultivation Real Estate Holdings, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
Custom Strains, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
DGV Group, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	62.50%
Elevele LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
FGM Processing, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
Fort Consulting, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
Four Daughters Compassionate Care, Inc.
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
Freestate Wellness, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
Glass City Alternatives, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
Green RX, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
Healthway Services of Illinois, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
Local Dispensaries, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
Lone Mountain Partners, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
Mad River Remedies, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
MD MM Logistics, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
Mikran, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
MME Aurora Retail, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
MME Evanston Retail, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
Mother Grows Best, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
Mother Know’s Best, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
NatureX, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
NSE Pennsylvania LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
NuTrae, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
Nuuvn Holdings, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
NV MM Logistics, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
OH MM Logistics, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
Ohio Natural Treatment Solutions, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
Patient Alternative Relief Center, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
Perpetual Healthcare, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
Plants of Ruskin, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
Prospect Heights RE, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
RedMed, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
Retail and Office Real Estate Holdings, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
RVC 360, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
SG1 LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
TerraVida Holistic Centers, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
The Healing Center LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
The Herbal Care Center, Inc.
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
The Medicine Room, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
Vehicle and Logistics Holdings, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
Vending Logistics, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
Verano Alabama Holdings, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
Verano Alabama, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	49.00%
Verano Arizona, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
Verano Connecticut, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
Verano El Dorado, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
Verano Florida, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
Verano Four Daughters Holdings, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
Verano Holdings, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
Verano Holdings USA Corp.
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
Verano Illinois, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
Verano IP, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
Verano Michigan, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
Verano Nevada, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
Verano NJ Holdings, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
Verano NJ LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
Verano Ohio, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
Verano Pennsylvania, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
Verano Virginia, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
VZL Staffing Services, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
West Capital, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
Willow Brook Enfield, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	50.00%
Willow Brook Stratford, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	50.00%
Willow Brook Wellness, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
WSCC Property LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
WSCC, Inc.
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
Zen Leaf Retail, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
Zen Leaf Technologies, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
ZenNorth, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
ZNN Holdings, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
Buchanan Development, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
Maryland Natural Treatment Solutions, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
Natural Treatment Solutions, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
Noah’s Ark, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
Verano MI2, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
Verano MO Holdings, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
Verano MO, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
Verano WV, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	99.00%
VMO Processing, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%
VMO Retail, LLC
Subsidiary or Equity Method Investee [Line Items]
Percentage Interest	100.00%

SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details)	3 Months Ended		12 Months Ended
SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details)	Mar. 31, 2022 USD ($)	Mar. 31, 2021 USD ($)	Dec. 31, 2022 USD ($) segment reportingUnit shares	Dec. 31, 2021 USD ($) shares	Dec. 31, 2020 USD ($) shares
Property, Plant and Equipment [Line Items]
Inventory			$ 164,532,000	$ 140,703,000
Income tax payable			252,767,000	154,512,000
Deferred income taxes			196,473,000	262,184,000
Cost of goods sold, net			456,350,000	406,831,000	$ 92,961,000
Salaries and benefits expense			356,569,000	270,929,000	43,263,000
Tax expense			(105,470,000)	(103,988,000)	(42,296,000)
Noncontrolling interest, decrease from distributions to noncontrolling interest holders				1,675,000
Investments in associates			6,977,000	7,491,000
Equity income			(161,131,000)	64,713,000	94,998,000
Disposition of investments			(14,103,000)	0	(457,000)
Decrease in fair value of contingent consideration			14,669,000	12,469,000	0
Accounts receivable, allowance for credit loss,			346,000	356,000
Equity method investment, other than temporary impairment			0	0	0
Impairment of intangible assets, finite-lived			116,151,000	0	0
Goodwill, impairment loss			113,031,000	0	0
Advertising expense			15,997,000	8,644,000	919,000
Impairment of long-lived assets			$ 0	$ 0	$ 0
Common stock conversion ratio			100
Antidilutive securities excluded from computation of earnings per share, amount (in shares) \| shares			0	0	0
Number of reportable segments \| segment			2
Number of reporting units \| reportingUnit			13
Assets held-for-sale			$ 3,433,000	$ 0
Number of reporting units impaired \| reportingUnit			4
Non- Controlling Interest
Property, Plant and Equipment [Line Items]
Noncontrolling interest, decrease from distributions to noncontrolling interest holders				1,675,000
Consolidated VIE
Property, Plant and Equipment [Line Items]
Equity income			$ 1,558,000	4,623,000	$ 2,692,000
Revision of Prior Period, Error Correction, Adjustment \| Stock-Based Compensation Error
Property, Plant and Equipment [Line Items]
Inventory	$ 3,898,000			3,069,000
Income tax payable				662,000
Deferred income taxes				(800,000)
Cost of goods sold, net	1,052,000
Salaries and benefits expense	9,572,000	$ 5,692,000
Revision of Prior Period, Error Correction, Adjustment \| Tax Expense Overstatement
Property, Plant and Equipment [Line Items]
Income tax payable	(23,071,000)
Deferred income taxes	2,659,000
Tax expense	20,274,000
Revision of Prior Period, Error Correction, Adjustment \| Accounting For Distributions Error
Property, Plant and Equipment [Line Items]
Investments in associates		(100,000)		(1,675,000)
Disposition of investments	3,176,000
Revision of Prior Period, Error Correction, Adjustment \| Accounting For Distributions Error \| Non- Controlling Interest
Property, Plant and Equipment [Line Items]
Noncontrolling interest, decrease from distributions to noncontrolling interest holders		$ (100,000)		(1,675,000)
Revision of Prior Period, Error Correction, Adjustment \| Acquisition Purchase Price Earnouts Error
Property, Plant and Equipment [Line Items]
Decrease in fair value of contingent consideration	4,760,000
Revision of Prior Period, Error Correction, Adjustment \| Consolidated VIE \| Accounting For Distributions Error
Property, Plant and Equipment [Line Items]
Equity income	$ 1,638,000			$ 1,537,000
Arizona Retail
Property, Plant and Equipment [Line Items]
Goodwill, impairment loss			46,537,000
Arizona Cultivation
Property, Plant and Equipment [Line Items]
Goodwill, impairment loss			2,252,000
Pennsylvania Retail
Property, Plant and Equipment [Line Items]
Goodwill, impairment loss			61,127,000
Pennsylvania Cultivation
Property, Plant and Equipment [Line Items]
Goodwill, impairment loss			$ 3,115,000

SIGNIFICANT ACCOUNTING POLICIES - Property, Plant and Equipment (Details)	12 Months Ended
	Dec. 31, 2022
Building
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life	30 years
Leasehold Improvements
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life	10 years
Tools & Equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life	7 years
Kitchen & Lab Equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life	7 years
Other Machinery & Equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life	7 years
Furniture & Fixtures
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life	7 years
Electronic & Security Equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life	5 years
Vehicles
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life	7 years
Land Improvements
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life	15 years

SIGNIFICANT ACCOUNTING POLICIES - Schedule of Finite-Lived Intangible Assets (Details)	12 Months Ended
	Dec. 31, 2022
Minimum \| Licenses
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, useful life	9 years
Minimum \| Tradenames
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, useful life	5 years
Minimum \| Technology
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, useful life	5 years
Maximum \| Licenses
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, useful life	15 years
Maximum \| Tradenames
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, useful life	10 years
Maximum \| Technology
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, useful life	20 years

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)		$ 10,000
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
Common Class A
Reverse Recapitalization [Line Items]
Reverse recapitalization, number of shares exchanged (in shares)	96,892,040
Common Class B
Reverse Recapitalization [Line Items]
Reverse recapitalization, number of shares exchanged (in shares)	1,172,382
AME Parties
Reverse Recapitalization [Line Items]
Business combination, cash consideration transferred upon consummation	$ 20,000
Business combination, cash installments payable	$ 15,000
AME Parties \| Common Class A
Reverse Recapitalization [Line Items]
Reverse recapitalization, number of shares exchanged (in shares)	18,092,987
AME Parties \| Common Class B
Reverse Recapitalization [Line Items]
Reverse recapitalization, number of shares exchanged (in shares)	470,984

INVENTORY (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Inventory Disclosure [Abstract]
Raw Materials	$ 7,120	$ 5,767
Work in Process	123,101	96,367
Finished Goods	34,311	38,569
Total Inventory	$ 164,532	$ 140,703

PROPERTY, PLANT AND EQUIPMENT - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Total Property, Plant and Equipment, Gross	$ 614,447	$ 498,380	$ 162,153
Less: Accumulated Depreciation	(88,542)	(46,148)	(17,971)
Property, Plant and Equipment, net	525,905	452,232	$ 144,182
Land
Property, Plant and Equipment [Line Items]
Total Property, Plant and Equipment, Gross	31,877	29,399
Buildings and Improvements
Property, Plant and Equipment [Line Items]
Total Property, Plant and Equipment, Gross	197,819	126,020
Furniture and Fixtures
Property, Plant and Equipment [Line Items]
Total Property, Plant and Equipment, Gross	16,189	13,259
Computer Equipment and Software
Property, Plant and Equipment [Line Items]
Total Property, Plant and Equipment, Gross	21,478	14,078
Leasehold Improvements
Property, Plant and Equipment [Line Items]
Total Property, Plant and Equipment, Gross	211,785	182,514
Tools and Equipment
Property, Plant and Equipment [Line Items]
Total Property, Plant and Equipment, Gross	88,507	65,774
Vehicles
Property, Plant and Equipment [Line Items]
Total Property, Plant and Equipment, Gross	4,992	3,229
Asset under Construction
Property, Plant and Equipment [Line Items]
Total Property, Plant and Equipment, Gross	$ 41,800	$ 64,107

PROPERTY, PLANT AND EQUIPMENT - Reconciliation of the Beginning and Ending Balances of Property, Plant and Equipment (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment, Gross
Beginning balance	$ 498,380	$ 162,153
Additions	122,626	164,940
Property, plant and equipment from business combination	5,891	175,172
Disposals and other	(11,196)	(3,885)
Deconsolidation from disposition of business combination	(1,254)
Ending balance	614,447	498,380
Accumulated Depreciation
Beginning balance	(46,148)	(17,971)
Property, plant and equipment from business combination	(229)
Disposals and other	1,596	15
Deconsolidation from disposition of business combination	281
Depreciation	(44,042)	(28,192)
Ending balance	(88,542)	(46,148)
Property, Plant and Equipment, Net
Property, Plant and Equipment, Net, beginning balance	452,232	144,182
Additions	122,626	164,940
Property, plant and equipment from business combination	5,662	175,172
Disposals and other	(9,600)	(3,870)
Deconsolidation from disposition of business combination	(973)
Depreciation	(44,042)	(28,192)
Property, Plant and Equipment, Net, ending balance	$ 525,905	$ 452,232

PROPERTY, PLANT AND EQUIPMENT - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Depreciation			$ 44,042	$ 28,192
Cost of Sales
Property, Plant and Equipment [Line Items]
Depreciation	$ 31,774	$ 20,395
Selling, General and Administrative Expenses
Property, Plant and Equipment [Line Items]
Depreciation	$ 12,268	$ 7,797

INTANGIBLE ASSETS - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Cost
Beginning balance	$ 1,451,900	$ 76,453
Purchases	0	55,891
Additions from business combination	21,545	1,320,357
Adjustments to purchase price allocation	(7,197)	(801)
Impairment	(130,670)
Disposals		0
Ending balance	1,335,578	1,451,900
Accumulated Amortization
Beginning balance	71,987	4,034
Amortization	97,344	67,953
Impairment	(14,519)
Ending balance	154,812	71,987
Net Book Value
Carrying value of intangible asset	1,180,766	1,379,913	$ 72,419
Licenses
Cost
Beginning balance	1,386,131	76,375
Purchases	0	55,776
Additions from business combination	21,545	1,254,781
Adjustments to purchase price allocation	(2,025)	(801)
Impairment	(130,670)
Disposals		0
Ending balance	1,274,981	1,386,131
Accumulated Amortization
Beginning balance	66,703	4,034
Amortization	91,062	62,669
Impairment	(14,519)
Ending balance	143,246	66,703
Net Book Value
Carrying value of intangible asset	1,131,735	1,319,428	72,341
Tradenames
Cost
Beginning balance	54,166	78
Purchases	0	0
Additions from business combination	0	54,088
Adjustments to purchase price allocation	0	0
Impairment	0
Disposals		0
Ending balance	54,166	54,166
Accumulated Amortization
Beginning balance	4,158	0
Amortization	5,421	4,158
Impairment	0
Ending balance	9,579	4,158
Net Book Value
Carrying value of intangible asset	44,587	50,008	78
Technology
Cost
Beginning balance	11,603	0
Purchases	0	115
Additions from business combination	0	11,488
Adjustments to purchase price allocation	(5,172)	0
Impairment	0
Disposals		0
Ending balance	6,431	11,603
Accumulated Amortization
Beginning balance	1,126	0
Amortization	861	1,126
Impairment	0
Ending balance	1,987	1,126
Net Book Value
Carrying value of intangible asset	$ 4,444	$ 10,477	$ 0

INTANGIBLE ASSETS - Narrative (Details) - USD ($)	12 Months Ended
INTANGIBLE ASSETS - Narrative (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Finite-Lived Intangible Assets [Line Items]
Amortization	$ 97,344,000	$ 67,953,000
Impairment of intangible assets, finite-lived	116,151,000	0	$ 0
Carrying value of intangible asset	1,180,766,000	1,379,913,000	72,419,000
Technology
Finite-Lived Intangible Assets [Line Items]
Carrying value of intangible asset	4,444,000	$ 10,477,000	$ 0
Revision of Prior Period, Error Correction, Adjustment \| AME Group \| Technology \| Intangible Asset Value Error
Finite-Lived Intangible Assets [Line Items]
Amortization	(320,000)
Carrying value of intangible asset	$ (5,172,000)

INTANGIBLE ASSETS - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
2023	$ 91,461
2024	91,461
2025	91,461
2026	90,746
2027	90,672
Thereafter	724,965
Finite-Lived Intangible Assets, Net	$ 1,180,766	$ 1,379,913	$ 72,419

GOODWILL - Narrative (Details)	3 Months Ended	12 Months Ended
GOODWILL - Narrative (Details)	Dec. 31, 2022 USD ($)	Dec. 31, 2022 USD ($) segment reportingUnit	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Feb. 11, 2021 USD ($)
Goodwill [Line Items]
Number of reportable segments \| segment		2
Number of reporting units \| reportingUnit		13
Goodwill, impairment loss		$ 113,031,000	$ 0	$ 0
Goodwill	$ 269,088,000	269,088,000	368,130,000	$ 16,029,000
Adjustments to purchase price allocation		3,673,000	$ 282,000
AME Group
Goodwill [Line Items]
Goodwill					$ 179,983,000
AME Group \| Revision of Prior Period, Error Correction, Adjustment \| Intangible Asset Value Error
Goodwill [Line Items]
Goodwill	3,801,000	3,801,000
Connecticut Pharmaceutical Solutions, Inc.
Goodwill [Line Items]
Adjustments to purchase price allocation		(2,745,000)
Caring Nature, LLC
Goodwill [Line Items]
Adjustments to purchase price allocation		56,000
420 Capital Management, LLC
Goodwill [Line Items]
Adjustments to purchase price allocation		2,221,000
Sierra Well
Goodwill [Line Items]
Adjustments to purchase price allocation	(181,000)	340,000
Arizona Retail
Goodwill [Line Items]
Goodwill, impairment loss		46,537,000
Arizona Cultivation
Goodwill [Line Items]
Goodwill, impairment loss		2,252,000
Goodwill	$ 41,801,000	41,801,000
Pennsylvania Retail
Goodwill [Line Items]
Goodwill, impairment loss		61,127,000
Pennsylvania Cultivation
Goodwill [Line Items]
Goodwill, impairment loss		$ 3,115,000

GOODWILL - Schedule of Goodwill (Details) - USD ($)	12 Months Ended
GOODWILL - Schedule of Goodwill (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Goodwill [Roll Forward]
Beginning balance	$ 368,130,000	$ 16,029,000
Impairment	(113,031,000)	0	$ 0
Adjustments to purchase price allocation	3,673,000	282,000
Acquisitions	10,316,000	351,819,000
Ending balance	269,088,000	368,130,000	16,029,000
Cultivation
Goodwill [Roll Forward]
Beginning balance	91,116,000	64,000
Impairment	(5,367,000)	0
Adjustments to purchase price allocation	(2,745,000)	312,000
Acquisitions	0	90,740,000
Ending balance	83,004,000	91,116,000	64,000
Retail
Goodwill [Roll Forward]
Beginning balance	277,014,000	15,965,000
Impairment	(107,664,000)	0
Adjustments to purchase price allocation	6,418,000	(30,000)
Acquisitions	10,316,000	261,079,000
Ending balance	$ 186,084,000	$ 277,014,000	$ 15,965,000

- 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

EARNINGS (LOSSES) PER SHARE - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	11 Months Ended	12 Months Ended
	Jan. 21, 2021	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Numerator
Net income (loss) attributable to Verano Holdings Corp.and Subsidiaries			$ (269,164)	$ (57,507)	$ 38,401
Basic
Weighted-average shares outstanding - basic	158,203,932	307,177,442	331,409,315	290,443,432	263,919,366
Diluted
Weighted-average shares outstanding - diluted	158,203,932	307,177,442	331,409,315	290,443,432	270,719,280
Net Loss per share - basic (in dollars per share)			$ (0.81)	$ (0.20)	$ 0.15
Net Loss per share - diluted (in dollars per share)			$ (0.81)	$ (0.20)	$ 0.14

- Definition

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

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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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+ Details

NOTES RECEIVABLE (Details)	17 Months Ended
NOTES RECEIVABLE (Details)	Dec. 31, 2021 USD ($) receivable	Dec. 31, 2022 USD ($)	Mar. 24, 2021 USD ($)	Aug. 13, 2020 USD ($)
Accounts, Notes, Loans and Financing Receivable [Line Items]
Number of notes receivable \| receivable	2
Interest rate			8.00%	8.00%
Accrued interest	$ 7,000
Notes Receivable
Accounts, Notes, Loans and Financing Receivable [Line Items]
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	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 ($)	Mar. 30, 2016 license dispensary	Dec. 31, 2022 USD ($) shares	Jun. 30, 2022 USD ($) shares	May 31, 2022 USD ($)	Apr. 30, 2022 USD ($)	Jul. 31, 2021 USD ($)	May 31, 2021 USD ($) shares	Dec. 31, 2022 USD ($) shares	Sep. 30, 2022 USD ($) shares	Jun. 30, 2022 USD ($) shares	Mar. 31, 2022 USD ($) payment shares	Oct. 12, 2021 USD ($)	Nov. 11, 2021 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2022 USD ($) shares	Oct. 25, 2022 USD ($)	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 ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Apr. 01, 2022 USD ($)	Jan. 21, 2021 $ / shares	Dec. 31, 2018
Business Acquisition [Line Items]
Goodwill																									$ 269,088						$ 269,088						$ 368,130	$ 269,088									$ 368,130	$ 16,029
Carrying value of intangible asset																									1,180,766						1,180,766						1,379,913	1,180,766									1,379,913	72,419
Deferred income taxes																									196,473						196,473						262,184	196,473									262,184
Goodwill, purchase accounting adjustments																																						3,673									282
Acquisition price payable																									18,262						18,262						208,349	18,262									208,349
Pro forma revenue																																															945,614
Pro forma net income (loss)																																															136,980
Increase (decrease) in fair value of contingent consideration																																						(14,669)									(12,469)	0
Intangible assets acquired																																						21,545									1,320,357
Gain (loss) on disposition of business																																						0									0	(2,202)
Agronomed
Business Acquisition [Line Items]
Business combination, separately recognized transactions, liabilities recognized																									12,500						12,500							12,500
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]
Carrying value of intangible asset																									1,131,735						1,131,735						1,319,428	1,131,735									1,319,428	72,341
Intangible assets acquired																																						21,545									1,254,781
Tradenames
Business Acquisition [Line Items]
Carrying value of intangible asset																									44,587						44,587						50,008	44,587									50,008	78
Intangible assets acquired																																						0									54,088
Technology
Business Acquisition [Line Items]
Carrying value of intangible asset																									4,444						4,444						10,477	4,444									10,477	$ 0
Intangible assets acquired																																						0									11,488
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									10,906
Intangible assets acquired																			$ 55,016
Present value of unpaid deferred consideration																									3,466						3,466							3,466
Ohio Grown Therapies, LLC
Business Acquisition [Line Items]
Intangible assets acquired													$ 760
Common Class A \| NSE
Business Acquisition [Line Items]
Equity interest issued or issuable, number of shares (in shares) \| shares																			666,587
Common Class B \| NSE
Business Acquisition [Line Items]
Equity interest issued or issuable, number of shares (in shares) \| shares																			6,665
AME Parties
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																																						237,613									203,895
Net income (loss) related to acquired operations																																						(46,454)									7,398
Pro forma revenue																																															226,297
Pro forma net income (loss)																																															$ 122,667
AME Parties \| Common Class A
Business Acquisition [Line Items]
Equity interest issued or issuable, number of shares (in shares) \| shares																						18,092,988
AME Parties \| Common Class B
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																																						892,128
Pro forma net income (loss)																																						(268,199)
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
Goodwill		$ 8,767
Percentage of voting interests acquired		100.00%
Forgiveness of other receivables		$ 2,894
Goodwill, purchase accounting adjustments																															1,365		857
Business combination, provisional information, initial accounting incomplete, adjustment, cash and cash equivalents																																	(476)
Business combination, provisional information, initial accounting incomplete, adjustment, inventory																																	(248)
Business combination, provisional information, initial accounting incomplete, adjustment, other assets, current																																	(133)
Business combination, provisional information, initial accounting incomplete, adjustment, intangibles																															(1,365)
Revenue related to acquired operations																																						13,505
Net income (loss) related to acquired operations																																						1,667
Acquired intangible assets		$ 11,916
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%
Goodwill, purchase accounting adjustments																															(181)							340
Business combination, provisional information, initial accounting incomplete, adjustment, intangibles																															(660)
Revenue related to acquired operations																																						4,545
Net income (loss) related to acquired operations																																						(1,488)
Consideration transferred, liabilities incurred	$ 280
Acquisition price payable																									32						32							32
Acquired intangible assets	$ 7,604
Indemnity claim hold back period	18 months
Business combination, provisional information, initial accounting incomplete, adjustment, financial liabilities																															99
Business combination, provisional information, initial accounting incomplete, adjustment, deferred income tax liabilities, net																															139
Goodwill, subsequent recognition of deferred tax asset																															521
Business combination, indemnification assets, amount as of acquisition date	$ 5,739
Unrecognized tax benefits, increase resulting from acquisition	$ 5,739																														3,324
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	2,514
Sierra Well \| Deferred Taxes
Business Acquisition [Line Items]
Goodwill	$ 1,596
Glass City Alternatives, LLC
Business Acquisition [Line Items]
Cash consideration																							$ 2,700
Goodwill																							224
Acquired intangible assets																							2,497
Purchase price adjustment																																														$ 329
Glass City Alternatives, LLC \| Common Class A
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 \| Common Class A
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
Number of marijuana licenses held \| license															2
Purchase price adjustment																																											$ 2,107
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 \| Common Class A
Business Acquisition [Line Items]
Equity interest issued or issuable, number of shares (in shares) \| shares															90,464
The Herbal Care Center \| Common Class B
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
Goodwill																	276
Acquired intangible assets																	$ 15,819
Local Joint \| Common Class A
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																									12,157						12,157							12,157
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 \| Common Class A
Business Acquisition [Line Items]
Equity interest issued or issuable, number of shares (in shares) \| shares																997,453
BISHCO LLC \| Common Class B
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
Goodwill															3,635
Acquired intangible assets															$ 112,418
Purchase price adjustment																																											$ 1,993
Number of retail dispensaries operated \| dispensary															3
TerraVida Holistic Centers, LLC \| Common Class A
Business Acquisition [Line Items]
Equity interest issued or issuable, number of shares (in shares) \| shares															1,506,750
TerraVida Holistic Centers, LLC \| Common Class B
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, gross								$ 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
Goodwill														24,954
Acquisition price payable														18,925
Acquired intangible assets														$ 108,850
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																																					$ (4,603)	(4,158)
The Healing Center \| Common Class A
Business Acquisition [Line Items]
Equity interest issued or issuable, number of shares (in shares) \| shares														454,302																		618,291
Equity interests issued and issuable																																$ 3,048
The Healing Center \| Common Class B
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
Goodwill												498
Acquired intangible assets												$ 18,720
Purchase price adjustment																																									$ 29
Mad River Remedies, LLC \| Common Class A
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
Goodwill											3,115
Acquisition price payable											33,971																																						$ 2,483
Acquired intangible assets											$ 134,563
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		12 months
Agri-Kind And Agronomed Holdings, Inc. \| Common Class A
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																				$ 7,487			$ 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																																						6,998
Share price protection period one											6 months																							6 months
Share price protection period two											12 months																					12 months
Number of consideration payments made \| payment																																		2
Agronomed \| Earnout Contingent Consideration
Business Acquisition [Line Items]
Equity interests issued and issuable																																		$ 962
Agronomed \| Residual Purchase Price
Business Acquisition [Line Items]
Goodwill											$ 2,625
Agronomed \| Deferred Taxes
Business Acquisition [Line Items]
Goodwill											$ 29,913
Agronomed \| Common Class A
Business Acquisition [Line Items]
Equity interest issued or issuable, number of shares (in shares) \| shares											3,240,436																				1,503,549	600,743		1,215,035
Equity interests issued and issuable																																$ 3,345
Agronomed \| Common Class A \| 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
Goodwill							438
Acquired intangible assets							$ 21,267
Purchase price adjustment																																							$ 14
Willow Brook Wellness, LLC \| Common Class A
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																									$ 1,734	$ 2,614	5,540
Cash consideration						12,331
Goodwill, purchase accounting adjustments																																						56
Acquisition price payable						2,000																			2,000						$ 2,000							2,000
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																																						2,112
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 \| Common Class A
Business Acquisition [Line Items]
Equity interest issued or issuable, number of shares (in shares) \| shares																															619,963	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
Goodwill, purchase accounting adjustments																																						(2,745)
Acquisition price payable																									$ 19,622						$ 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					4,560
Connecticut Pharmaceutical Solutions, Inc. \| Deferred Taxes
Business Acquisition [Line Items]
Goodwill					$ 36,267
Connecticut Pharmaceutical Solutions, Inc. \| Common Class A
Business Acquisition [Line Items]
Equity interest issued or issuable, number of shares (in shares) \| shares					8,145,142																				990,782	2,115,438
Deferred equity interest issuable to secure purchase price adjustment obligations, number of shares (in shares) \| shares					73,130
Deferred equity interest issuable to secure indemnification obligations, number of shares (in shares) \| shares					1,128,441
Deferred equity interest issuable, number of shares (in shares) \| shares					1,201,572
Equity interest issued or issuable, number of shares retained (in shares) \| shares					210,790
Contingent consideration, number of shares (in shares) \| shares																									1,625,546						1,625,546							1,625,546
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
AME Group
Business Acquisition [Line Items]
Goodwill																						$ 179,983
AME Group \| Revision of Prior Period, Error Correction, Adjustment \| Intangible Asset Value Error
Business Acquisition [Line Items]
Goodwill																									$ 3,801						$ 3,801							3,801
Deferred income taxes																									(1,371)						(1,371)							(1,371)
AME Group \| Technology \| Revision of Prior Period, Error Correction, Adjustment \| Intangible Asset Value Error
Business Acquisition [Line Items]
Carrying value of intangible asset																									$ (5,172)						$ (5,172)							$ (5,172)
AME Group \| Residual Purchase Price
Business Acquisition [Line Items]
Goodwill																						20,344
AME Group \| Deferred Taxes
Business Acquisition [Line Items]
Goodwill																						$ 159,639

TRANSACTIONS - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Sep. 07, 2022	Mar. 11, 2022	Dec. 31, 2021	Dec. 20, 2021	Oct. 25, 2021	Sep. 30, 2021	Jul. 17, 2021	Jul. 12, 2021	Jul. 08, 2021	Jun. 30, 2021	May 14, 2021	May 11, 2021	Apr. 08, 2021	Mar. 31, 2021	Mar. 30, 2021	Mar. 10, 2021	Feb. 11, 2021	Dec. 31, 2020
Business Acquisition [Line Items]
Cash				$ 3,487			$ 5,079				$ 8,547				$ 3,364
Accounts receivable, net				1,314			822				231				2,000
Notes Receivable															398
Inventory				10,692			5,207				14,341				2,134
Prepaids and other current assets				1,169			1,011				2,629				202
Deposits and Other non-current assets				3			40				83
Property, plant and equipment, net				24,753			42,398				21,896				2,730
Right-of-use asset, net				187			2,840				2,251				3,694
Accounts payable and accrued liabilities				(2,505)			(3,456)				(6,974)				(3,740)
Other liabilities				(3,122)			(17,518)				(13,433)
Deferred taxes				(43,390)			(29,913)				(23,598)				(18,462)
Lease liabilities				(187)			(2,840)				(2,251)				(3,694)
Total identifiable net assets (liabilities)				(7,599)			3,670				3,722				(11,374)
Goodwill	$ 269,088			368,130															$ 16,029
Intangible assets				220,302			286,118				375,977				103,507
Net assets				212,703			289,788				379,699				92,133
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)
Debt																		(6,922)
Deferred taxes																		(159,639)
Lease liabilities																		(9,651)
Total identifiable net assets (liabilities)																		4,431
Total intangible assets																		502,172
Goodwill																		179,983
Intangible assets																		682,155
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)
Debt																		(3,579)
Deferred taxes																		(122,349)
Lease liabilities																		(9,651)
Total identifiable net assets (liabilities)																		29,068
Total intangible assets																		361,637
Goodwill																		135,930
Intangible assets																		497,567
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)
Debt																		(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			$ 1,839
Inventory			773
Prepaids and other current assets			191
Deposits and Other non-current assets			45
Property, plant and equipment, net			1,673
Right-of-use asset, net			1,836
Accounts payable and accrued liabilities			(1,569)
Other liabilities			(72)
Deferred taxes			0
Lease liabilities			(1,836)
Total identifiable net assets (liabilities)			2,880
Goodwill			8,767
Intangible assets			20,683
Net assets			$ 23,563
Sierra Well
Business Acquisition [Line Items]
Cash		$ 130
Inventory		2,554
Prepaids and other current assets		149
Deposits and Other non-current assets		5,776
Property, plant and equipment, net		4,477
Right-of-use asset, net		286
Accounts payable and accrued liabilities		(1,917)
Other liabilities		(5,740)
Deferred taxes		(1,596)
Lease liabilities		(286)
Total identifiable net assets (liabilities)		3,833
Intangible assets		11,714
Net assets		15,547
Soothe
Business Acquisition [Line Items]
Cash															178
Accounts receivable, net															0
Notes Receivable															0
Inventory															58
Prepaids and other current assets															50
Property, plant and equipment, net															502
Right-of-use asset, net															63
Accounts payable and accrued liabilities															(17)
Deferred taxes															0
Lease liabilities															(63)
Total identifiable net assets (liabilities)															771
Intangible assets															2,721
Net assets															3,492
Emerald
Business Acquisition [Line Items]
Cash															478
Accounts receivable, net															0
Notes Receivable															0
Inventory															422
Prepaids and other current assets															43
Property, plant and equipment, net															135
Right-of-use asset, net															215
Accounts payable and accrued liabilities															(200)
Deferred taxes															(6,548)
Lease liabilities															(215)
Total identifiable net assets (liabilities)															(5,670)
Intangible assets															33,387
Net assets															27,717
THCC
Business Acquisition [Line Items]
Cash															2,168
Accounts receivable, net															2,000
Notes Receivable															0
Inventory															1,435
Prepaids and other current assets															109
Property, plant and equipment, net															1,642
Right-of-use asset, net															936
Accounts payable and accrued liabilities															(3,307)
Deferred taxes															(11,914)
Lease liabilities															(936)
Total identifiable net assets (liabilities)															(7,867)
Intangible assets															51,304
Net assets															43,437
Local Joint
Business Acquisition [Line Items]
Cash															540
Accounts receivable, net															0
Notes Receivable															398
Inventory															219
Prepaids and other current assets															0
Property, plant and equipment, net															451
Right-of-use asset, net															2,480
Accounts payable and accrued liabilities															(216)
Deferred taxes															0
Lease liabilities															(2,480)
Total identifiable net assets (liabilities)															1,392
Goodwill																$ 276
Intangible assets															16,095
Net assets															$ 17,487
BISHCO LLC
Business Acquisition [Line Items]
Cash											1,809
Accounts receivable, net											231
Inventory											7,162
Prepaids and other current assets											1,127
Deposits and Other non-current assets											8
Property, plant and equipment, net											7,872
Right-of-use asset, net											129
Accounts payable and accrued liabilities											(2,770)
Other liabilities											(1,188)
Deferred taxes											(23,598)
Lease liabilities											(129)
Total identifiable net assets (liabilities)											(9,347)
Intangible assets											126,120
Net assets											116,773
TerraVida Holistic Centers, LLC
Business Acquisition [Line Items]
Cash											3,222
Accounts receivable, net											0
Inventory											4,091
Prepaids and other current assets											692
Deposits and Other non-current assets											75
Property, plant and equipment, net											2,612
Right-of-use asset, net											2,122
Accounts payable and accrued liabilities											(1,635)
Other liabilities											0
Deferred taxes											0
Lease liabilities											(2,122)
Total identifiable net assets (liabilities)											9,057
Goodwill													$ 3,635
Intangible assets											116,053
Net assets											125,110
The Healing Center
Business Acquisition [Line Items]
Cash											3,516
Accounts receivable, net											0
Inventory											3,088
Prepaids and other current assets											810
Deposits and Other non-current assets											0
Property, plant and equipment, net											11,412
Right-of-use asset, net											0
Accounts payable and accrued liabilities											(2,569)
Other liabilities											(12,245)
Deferred taxes											0
Lease liabilities											0
Total identifiable net assets (liabilities)											4,012
Goodwill												$ 24,954
Intangible assets											133,804
Net assets											$ 137,816
Mad River Remedies, LLC
Business Acquisition [Line Items]
Cash							755
Accounts receivable, net							262
Inventory							396
Prepaids and other current assets							85
Deposits and Other non-current assets							0
Property, plant and equipment, net							589
Right-of-use asset, net							125
Accounts payable and accrued liabilities							(478)
Other liabilities							0
Deferred taxes							0
Lease liabilities							(125)
Total identifiable net assets (liabilities)							1,609
Goodwill										$ 498
Intangible assets							19,218
Net assets							20,827
Agronomed
Business Acquisition [Line Items]
Cash							2,300
Accounts receivable, net							0
Inventory							623
Prepaids and other current assets							273
Deposits and Other non-current assets							40
Property, plant and equipment, net							5,844
Right-of-use asset, net							2,715
Accounts payable and accrued liabilities							(1,126)
Other liabilities							(2,788)
Deferred taxes							(29,913)
Lease liabilities							(2,715)
Total identifiable net assets (liabilities)							(24,747)
Intangible assets							129,222
Net assets							104,475
Agri-Kind And Agronomed Holdings, Inc.
Business Acquisition [Line Items]
Cash							2,024
Accounts receivable, net							560
Inventory							4,188
Prepaids and other current assets							653
Deposits and Other non-current assets							0
Property, plant and equipment, net							35,965
Right-of-use asset, net							0
Accounts payable and accrued liabilities							(1,852)
Debt								$ (13,000)
Other liabilities							(14,730)
Deferred taxes							0
Lease liabilities							0
Total identifiable net assets (liabilities)							26,808
Goodwill									$ 3,115
Intangible assets							137,678
Net assets							$ 164,486
Willow Brook Wellness, LLC
Business Acquisition [Line Items]
Cash				443
Accounts receivable, net				0
Inventory				243
Prepaids and other current assets				92
Deposits and Other non-current assets				3
Property, plant and equipment, net				282
Right-of-use asset, net				54
Accounts payable and accrued liabilities				(99)
Other liabilities				0
Deferred taxes				0
Lease liabilities				(54)
Total identifiable net assets (liabilities)				964
Goodwill						$ 438
Intangible assets				21,705
Net assets				22,669
Caring Nature, LLC
Business Acquisition [Line Items]
Cash				251
Accounts receivable, net				0
Inventory				155
Prepaids and other current assets				41
Deposits and Other non-current assets				0
Property, plant and equipment, net				91
Right-of-use asset, net				133
Accounts payable and accrued liabilities				(11)
Other liabilities				0
Deferred taxes				(7,123)
Lease liabilities				(133)
Total identifiable net assets (liabilities)				(6,596)
Intangible assets				32,878
Net assets				26,282
CT Pharma
Business Acquisition [Line Items]
Cash				2,793
Accounts receivable, net				1,314
Inventory				10,294
Prepaids and other current assets				1,036
Deposits and Other non-current assets				0
Property, plant and equipment, net				24,380
Right-of-use asset, net				0
Accounts payable and accrued liabilities				(2,395)
Other liabilities				(3,122)
Deferred taxes				(36,267)
Lease liabilities				0
Total identifiable net assets (liabilities)				(1,967)
Intangible assets				165,719
Net assets				$ 163,752
Residual Purchase Price \| AME Group
Business Acquisition [Line Items]
Goodwill																		20,344
Residual Purchase Price \| AltMed Florida
Business Acquisition [Line Items]
Goodwill																		13,581
Residual Purchase Price \| AltMed Arizona
Business Acquisition [Line Items]
Goodwill																		6,763
Residual Purchase Price \| Sierra Well
Business Acquisition [Line Items]
Goodwill		2,514
Residual Purchase Price \| Emerald
Business Acquisition [Line Items]
Goodwill																	$ 1,555
Residual Purchase Price \| BISHCO LLC
Business Acquisition [Line Items]
Goodwill														$ 14,559
Residual Purchase Price \| Agronomed
Business Acquisition [Line Items]
Goodwill									2,625
Residual Purchase Price \| Caring Nature, LLC
Business Acquisition [Line Items]
Goodwill					$ 761
Deferred Taxes \| AME Group
Business Acquisition [Line Items]
Goodwill																		159,639
Deferred Taxes \| AltMed Florida
Business Acquisition [Line Items]
Goodwill																		122,349
Deferred Taxes \| AltMed Arizona
Business Acquisition [Line Items]
Goodwill																		37,290
Deferred Taxes \| Sierra Well
Business Acquisition [Line Items]
Goodwill		$ 1,596
Deferred Taxes \| Emerald
Business Acquisition [Line Items]
Goodwill																	$ 6,548
Deferred Taxes \| BISHCO LLC
Business Acquisition [Line Items]
Goodwill														$ 23,598
Deferred Taxes \| Agronomed
Business Acquisition [Line Items]
Goodwill									$ 29,913
Deferred Taxes \| Caring Nature, LLC
Business Acquisition [Line Items]
Goodwill					$ 7,123
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																		6,316
Intellectual Property and Technology \| AltMed Florida
Business Acquisition [Line Items]
Total intangible assets																		5,431
Intellectual Property and Technology \| AltMed Arizona
Business Acquisition [Line Items]
Total intangible assets																		$ 885

TRANSACTIONS - Business Acquisition, Pro Forma Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Revenue, net of discounts, Consolidated Results	$ 879,412	$ 737,850	$ 228,530
Net income (loss), Consolidated Results	(269,164)	(57,507)	$ 38,401
Revenue, net of discounts, Pro-forma Results from material acquisitions		760,252
Net income (loss), Pro-forma Results from material acquisitions		(46,574)
Revenues, net of acquirer since acquisition date, actual	409,708	375,225
Net loss of acquirer since acquisition date, actual	(86,250)	(59,759)
Business Acquisition, Pro Forma Revenue		945,614
Business Acquisition, Pro Forma Net Income (Loss) Before Nonrecurring Adjustments		(6,977)
Business Acquisition, Pro Forma Net Income (Loss)		136,980
Parent Company
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Business Acquisition, Pro Forma Revenue		375,225
Business Acquisition, Pro Forma Net Income (Loss) Before Nonrecurring Adjustments		(59,759)
Business Acquisition, Pro Forma Net Income (Loss)		(59,759)
Intangible Amortization And Inventory Step Up Adjustment
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Business Acquisition, Pro Forma Net Income (Loss)		143,957
Intangible Amortization And Inventory Step Up Adjustment \| Parent Company
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Business Acquisition, Pro Forma Net Income (Loss)		0
Intangible Amortization Adjustment
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Business Acquisition, Pro Forma Net Income (Loss)		62,969
Intangible Amortization Adjustment \| Parent Company
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Business Acquisition, Pro Forma Net Income (Loss)		0
(b) inventory step up
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Business Acquisition, Pro Forma Net Income (Loss)		80,988
(b) inventory step up \| Parent Company
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Business Acquisition, Pro Forma Net Income (Loss)		0
AME Parties
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	237,613	203,895
Net loss of acquiree since acquisition date, actual	(46,454)	7,398
Business Acquisition, Pro Forma Revenue		226,297
Business Acquisition, Pro Forma Net Income (Loss) Before Nonrecurring Adjustments		18,331
Business Acquisition, Pro Forma Net Income (Loss)		122,667
AME Parties \| Intangible Amortization And Inventory Step Up Adjustment
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Business Acquisition, Pro Forma Net Income (Loss)		104,336
AME Parties \| Intangible Amortization Adjustment
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Business Acquisition, Pro Forma Net Income (Loss)		32,798
AME Parties \| (b) inventory step up
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Business Acquisition, Pro Forma Net Income (Loss)		71,538
Series of Individually Immaterial Business Acquisitions
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Revenues, net of acquiree since acquisition date, actual	232,091	158,730
Net loss of acquiree since acquisition date, actual	$ (136,460)	(5,146)
Business Acquisition, Pro Forma Revenue		344,092
Business Acquisition, Pro Forma Net Income (Loss) Before Nonrecurring Adjustments		34,451
Business Acquisition, Pro Forma Net Income (Loss)		74,072
Series of Individually Immaterial Business Acquisitions \| Intangible Amortization And Inventory Step Up Adjustment
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Business Acquisition, Pro Forma Net Income (Loss)		39,621
Series of Individually Immaterial Business Acquisitions \| Intangible Amortization Adjustment
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Business Acquisition, Pro Forma Net Income (Loss)		30,171
Series of Individually Immaterial Business Acquisitions \| (b) inventory step up
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Business Acquisition, Pro Forma Net Income (Loss)		$ 9,450

DEBT - Schedule of Long-Term Debt Instruments (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Long-term debt, gross	$ 433,614
Unamortized debt issuance costs	(20,610)	$ (7,545)
Total debt	413,004	289,925
Less: current portion of debt	24,464	13,771
Total long-term debt, net	388,540	276,154
Secured Promissory Notes
Debt Instrument [Line Items]
Long-term debt, gross	36,805	6,663
Mortgage Loans
Debt Instrument [Line Items]
Long-term debt, gross	44,985	38,856
Vehicle and Equipment Loans
Debt Instrument [Line Items]
Long-term debt, gross	1,824	1,951
Secured Debt \| Credit Facility
Debt Instrument [Line Items]
Long-term debt, gross	$ 350,000	$ 250,000

DEBT - Narrative (Details)	Oct. 27, 2022 USD ($)	Dec. 31, 2022 USD ($) instrument	Oct. 31, 2022 USD ($)	Jun. 29, 2022 USD ($)	Mar. 01, 2022 USD ($)	Dec. 31, 2021 USD ($) instrument	Oct. 20, 2021 USD ($)	Jul. 17, 2021 USD ($)	May 10, 2021 USD ($)	May 09, 2021 USD ($)	Jul. 02, 2020 USD ($)
Debt Instrument [Line Items]
Long-term debt		$ 413,004,000				$ 289,925,000
Debt issuance costs, net		20,610,000				7,545,000
Long-term debt, current maturities		24,464,000				13,771,000
Long-term debt, gross		433,614,000
Agronomed
Debt Instrument [Line Items]
Long-term debt, current maturities		$ 12,500,000
Agri-Kind And Agronomed Holdings, Inc.
Debt Instrument [Line Items]
Interest rate, stated percentage								13.00%
Business combination, recognized identifiable assets acquired and liabilities assumed, noncurrent liabilities, long-term debt								$ 13,000,000
Purchase Money Loans \| Minimum
Debt Instrument [Line Items]
Interest rate, stated percentage		5.50%
Purchase Money Loans \| Maximum
Debt Instrument [Line Items]
Interest rate, stated percentage		10.00%
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			$ 19,000,000		$ 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			14.30%		8.50%		8.50%		9.75%		15.25%
Debt issuance costs, gross			$ 100,000				$ 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
Credit Facility \| Secured Debt \| Credit Agreement 2022
Debt Instrument [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
Credit Facility \| Secured Debt \| Credit Agreement 2022 \| Prime Rate
Debt Instrument [Line Items]
Basis spread on variable rate	6.50%
Credit Facility \| Secured Debt \| Credit Agreement 2022 \| Prime Rate \| Minimum
Debt Instrument [Line Items]
Basis spread on variable rate, increase upon event of default	3.00%
Credit Facility \| Secured Debt \| Credit Agreement 2022 \| Prime Rate \| Maximum
Debt Instrument [Line Items]
Basis spread on variable rate, increase upon event of default	6.00%
Mortgage Loans
Debt Instrument [Line Items]
Debt instrument, face amount				$ 18,000,000
Interest rate, stated percentage				4.00%
Long-term debt, gross		$ 44,985,000				38,856,000
Vehicle and Equipment Loans
Debt Instrument [Line Items]
Number of debt instruments \| instrument		2
Long-term debt, gross		$ 1,824,000				1,951,000
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		$ 36,805,000				$ 6,663,000
Affiliated Entity \| Secured Promissory Notes
Debt Instrument [Line Items]
Long-term debt, gross						$ 150,000
Chief Executive Officer \| Credit Facility \| Secured Debt \| Credit Agreement 2022
Debt Instrument [Line Items]
Debt instrument, face amount	$ 1,000,000

DEBT - Schedule of Maturities of Long-Term Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Principal Payments
2023	$ 29,163
2024	27,140
2025	6,875
2026	341,612
2027	4,803
Thereafter	24,021
Total	433,614
Unamortized Debt Issuance Costs
2023	4,699
2024	5,055
2025	5,486
2026	5,197
2027	8
Thereafter	165
Total	20,610	$ 7,545
Total Notes Payable
2023	24,464
2024	22,085
2025	1,389
2026	336,415
2027	4,795
Thereafter	23,856
Total debt	$ 413,004	$ 289,925

SHARE CAPITAL - Narrative (Details) $ in Thousands	12 Months Ended
SHARE CAPITAL - Narrative (Details) $ in Thousands	Dec. 31, 2022 USD ($) class vote shares	Dec. 31, 2021 USD ($)
Class of Stock [Line Items]
Common stock conversion ratio	100
Convertible stock, if-converted number of shares issued (in shares)	339,983,374
Convertible stock, if-converted number of shares outstanding (in shares)	339,983,374
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)	13,540
Options forfeited in period (in shares)	4,780
Share-based payment arrangement, expense \| $	$ 39,054	$ 45,250
Share-based payment arrangement, nonvested award, cost not yet recognized, amount \| $	19,652
Cost of Sales
Class of Stock [Line Items]
Share-based payment arrangement, expense \| $	8,003	3,544
Selling, General and Administrative Expenses
Class of Stock [Line Items]
Share-based payment arrangement, expense \| $	31,051	41,706
Restricted Stock Units
Class of Stock [Line Items]
Share-based payment arrangement, expense \| $	$ 38,754	44,863
Share-based payment arrangement, option
Class of Stock [Line Items]
Award expiration period	10 years
Share-based payment arrangement, expense \| $	$ 300	$ 387
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
Common Class A
Class of Stock [Line Items]
Shares issued (in shares)	326,601,066
Shares outstanding (in shares)	326,601,066
Common stock, votes per share \| vote	1
Conversion of stock, shares issued (in shares)	17,721,188
Common Class B
Class of Stock [Line Items]
Shares issued (in shares)	133,823
Shares outstanding (in shares)	133,823
Common stock, votes per share \| vote	100
Conversion of stock, shares converted (in shares)	177,212

SHARE CAPITAL - Schedule of Stock Options Roll Forward (Details) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Number of Shares
Unvested Options beginning balance (in shares)	56,078
Forfeited (in shares)	4,780
Vested (in shares)	31,301
Unvested Options ending balance (in shares)	19,997	56,078
Inception to date Vested and Exercisable (in shares)	19,992
Weighted Avg. Exercise Price C$
Unvested Options beginning balance (in dollars per share)	$ 30.13	$ 30.60
Forfeited (in dollars per share)	24.00
Vested (in dollars per share)	30.17
Unvested Options ending balance (in dollars per share)	30.13	$ 30.60
Inception to date Vested and Exercisable (in dollars per share)	$ 30.19
Weighted Average Remaining Contractual Life
Unvested	8 years 1 month 17 days	9 years 1 month 28 days
Inception to date Vested and Exercisable	8 years 1 month 17 days

SHARE CAPITAL - Schedule of Unvested Restricted Stock Units Roll Forward (Details) - Restricted Stock Units	12 Months Ended
	Dec. 31, 2022 $ / shares shares
Number of Shares
Beginning Balance (in shares) \| shares	2,413,887
Granted (in shares) \| shares	3,003,452
Forfeited (in shares) \| shares	206,348
Vested (in shares) \| shares	2,229,664
Ending balance (in shares) \| shares	2,981,327
Weighted Avg. Grant Date Fair Value C$
Beginning balance \| $ / shares	$ 30.49
Granted (in dollars per share) \| $ / shares	10.10
Forfeited (in dollars per share) \| $ / shares	12.42
Vested (in dollars per share) \| $ / shares	29.72
Ending balance \| $ / shares	$ 11.39

SHARE CAPITAL - Share-Based Payment Arrangement, Expensed and Capitalized, Amount (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total Stock Based Compensation Expense	$ 39,054	$ 45,250
Stock Options
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total Stock Based Compensation Expense	300	387
Restricted Stock Units
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total Stock Based Compensation Expense	$ 38,754	$ 44,863

INCOME TAXES - Schedule of Components of Income Tax Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Current:
Federal	$ 130,987	$ 104,014	$ 29,627
State	36,624	33,084	11,130
Foreign	0	0	0
Total Current:	167,611	137,098	40,757
Deferred:
Federal	(47,211)	(25,540)	1,073
State	(14,930)	(7,570)	466
Foreign	0	0	0
Total Deferred	(62,141)	(33,110)	1,539
Income Tax Expense	$ 105,470	$ 103,988	$ 42,296

INCOME TAXES - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Income/(Loss) before Income Taxes	$ (163,403)	$ 48,990	$ 82,452
Statutory Tax Rate	21.00%	21.00%	21.00%
Expense/(Recovery) based on Statutory Rate	$ (34,314)	$ 9,965	$ 17,315
Other Permanent Differences	1,068	435	(1,309)
Goodwill Impairment	17,265	0	0
Nondeductible 280E	84,751	59,874	10,663
Penalties and Interest	12,305	5,331	0
Non-controlling Interests	1,319	411	3,506
State Taxes	24,389	25,324	11,277
Book/Tax Basis Acquired Intangibles	0	0	2,445
Prior Year True Ups	4,362	3,068	(1,601)
State Rate Change on Deferred Taxes	(2,531)	0	0
Discrete Items	0	(420)	0
Acquisition Purchase Price Remeasurement	(3,144)	0	0
Income Tax Expense	$ 105,470	$ 103,988	$ 42,296

INCOME TAXES - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
INCOME TAXES - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Tax Examination [Line Items]
Income taxes paid	$ 70,666	$ 27,962	$ 10,237
Income tax examination, penalties and interest expense	12,305
Unrecognized tax benefits	5,739	$ 0	$ 0	$ 0
Unrecognized tax benefits, income tax penalties and interest accrued	1,435
Sierra Well
Income Tax Examination [Line Items]
Unrecognized tax benefits	5,739
Tax Year 2022
Income Tax Examination [Line Items]
Income tax examination, penalties and interest expense	2,315
Tax Year 2021
Income Tax Examination [Line Items]
Income tax examination, penalties and interest expense	$ 9,990

INCOME TAXES - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Deferred Tax Assets
Operating Lease Liabilities	$ 659	$ 515
Loyalty Points	1,046	730
Stock Compensation	873	800
Basis Differences in Goodwill	7,444	0
Leasehold Improvements	2,464	0
Total Deferred Tax Assets	12,486	2,045
Deferred Tax Liabilities, Gross [Abstract]
Operating Right of Use Assets	(662)	(513)
Intangibles	(208,297)	(263,716)
Total Deferred Tax Liabilities	(208,959)	(264,229)
Net Deferred Tax Liabilities	$ (196,473)	$ (262,184)

INCOME TAXES - Schedule of Unrecognized Tax Benefits Roll Forward (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Balance at Beginning of Year	$ 0	$ 0	$ 0
Gross increases related to tax positions in a prior period	5,739	0	0
Gross decreases related to tax positions in a prior period	0	0	0
Gross increases related to tax positions in the current period	0	0	0
Gross decreases related to tax positions in the current period	0	0	0
Balance at End of Year	$ 5,739	$ 0	$ 0

LEASES - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
LEASES - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Lessee, Lease, Description [Line Items]
Operating lease expense	$ 15,229	$ 9,140	$ 2,246
Cost of Sales
Lessee, Lease, Description [Line Items]
Operating lease expense	$ 641	$ 804	$ 695

LEASES - Lease, Cost (Details)	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Leases [Abstract]
Weighted average remaining lease term - years	8 years 1 month 13 days	8 years 6 months 7 days	6 years 7 months 28 days
Weighted average discount rate	8.02%	8.11%	8.80%

LEASES - Lessee, Operating Lease, Liability, Maturity (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Leases [Abstract]
2023	$ 15,278
2024	14,631
2025	13,818
2026	12,976
2027	12,261
Thereafter	58,117
Total Lease Payments	127,081
Less: Imputed Interest	(41,339)
Present Value of Lease Liability	$ 85,742

CONTINGENCIES & OTHER (Details) - USD ($) $ in Thousands		12 Months Ended
CONTINGENCIES & OTHER (Details) - USD ($) $ in Thousands	Oct. 21, 2022	Dec. 31, 2022
Loss Contingencies [Line Items]
Employee retention credits, CARES Act		$ 14,250
GGH Litigation \| Contract Termination, Fees
Loss Contingencies [Line Items]
Loss contingency, damages sought, value	$ 14,875
GGH Litigation \| Contract Termination, Expense Reimbursement
Loss Contingencies [Line Items]
Loss contingency, damages sought, value	$ 3,000

SEGMENTS - Narrative (Details)	12 Months Ended
SEGMENTS - Narrative (Details)	Dec. 31, 2022 segment reportingUnit
Segment Reporting [Abstract]
Number of reportable segments \| segment	2
Number of reporting units \| reportingUnit	13

SEGMENTS - Schedule of Segment Reporting Information, by Segment (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Segment Reporting Information [Line Items]
Total revenue, net of discounts	$ 879,412	$ 737,850	$ 228,530
Total depreciation and amortization	141,387	96,244	10,534
Total income taxes	105,470	103,988	42,296
Total net income (loss)	(269,164)	(57,507)	38,401
Total assets	2,396,055	2,548,655
Total liabilities	1,054,505	1,066,849
Intersegment Eliminations
Segment Reporting Information [Line Items]
Total revenue, net of discounts	(118,148)	(71,480)	(16,163)
Cultivation
Segment Reporting Information [Line Items]
Total depreciation and amortization	78,120	54,460	8,256
Total income taxes	52,147	58,601	21,989
Total net income (loss)	(105,135)	53,191	69,706
Total assets	1,135,257	1,278,308
Total liabilities	234,687	230,217
Cultivation \| Operating Segments
Segment Reporting Information [Line Items]
Total revenue, net of discounts	276,281	226,858	156,223
Retail
Segment Reporting Information [Line Items]
Total depreciation and amortization	63,267	41,784	2,278
Total income taxes	53,323	45,387	20,307
Total net income (loss)	(164,029)	(110,698)	(31,305)
Total assets	1,260,798	1,270,347
Total liabilities	819,818	836,632
Retail \| Operating Segments
Segment Reporting Information [Line Items]
Total revenue, net of discounts	$ 721,279	$ 582,472	$ 88,470

LOYALTY OBLIGATIONS (Details)	12 Months Ended
LOYALTY OBLIGATIONS (Details)	Dec. 31, 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	70,000,000	111,000,000
Contract with customer, liability, current	$ 3,582,000	$ 2,620,000
Loyalty point expiration period	6 months
Minimum
Disaggregation of Revenue [Line Items]
Loyalty program standalone selling price per loyalty point	$ 0.03	0.05
Maximum
Disaggregation of Revenue [Line Items]
Loyalty program standalone selling price per loyalty point	$ 0.06	$ 0.08

CONSOLIDATION (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Variable Interest Entity [Line Items]
Current Assets	$ 318,275	$ 277,044
Current Liabilities	386,645	470,516
Non-Current Liabilities	667,860	596,333
Non-Controlling Interest	0	1,276
Equity attributable to Verano Holdings, Corp.	1,341,550	1,480,530
Consolidated VIE
Variable Interest Entity [Line Items]
Current Assets	48,952	43,045
Due To/(From)	0	(25,723)
Non-Current Assets	72,081	207,908
Current Liabilities	10,193	32,934
Non-Current Liabilities	8,939	45,873
Non-Controlling Interest	0	1,276
Equity attributable to Verano Holdings, Corp.	101,901	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	Dec. 31, 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	$ 413,004		$ 289,925
Long-term debt, current maturities	24,464		$ 13,771
Fair Value, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments	1,805
Level 1 \| Fair Value, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments	$ 1,805
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	Dec. 31, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and Cash Equivalents	$ 84,851	$ 99,118
Investments	1,805
Acquisition Consideration Payable	(18,262)	(208,349)
Total	68,394	(109,231)
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and Cash Equivalents	84,851	99,118
Investments	1,805
Acquisition Consideration Payable	0	0
Total	86,656	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	(18,262)	(208,349)
Total	$ (18,262)	$ (208,349)

SUBSEQUENT EVENTS (Details)	Mar. 09, 2023 USD ($) option	Mar. 24, 2023	Dec. 31, 2022	Jun. 29, 2022 USD ($)
Subsequent Event [Line Items]
Common stock conversion ratio			100
Mortgage Loans
Subsequent Event [Line Items]
Debt instrument, face amount				$ 18,000,000
Interest rate, stated percentage				4.00%
Subsequent Event
Subsequent Event [Line Items]
Common stock conversion ratio		100
Subsequent Event \| Mortgage Loans
Subsequent Event [Line Items]
Debt instrument, face amount	$ 20,000,000
Interest rate, stated percentage	5.75%
Debt instrument, number of extension options \| option	4
Debt instrument, extension period	5 years