0001628280-24-011506 | 10-K | XBRL Viewer

SUBSEQUENT EVENTS (Details) - USD ($) $ in Thousands		12 Months Ended
SUBSEQUENT EVENTS (Details) - USD ($) $ in Thousands	Apr. 30, 2024	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Subsequent Event [Line Items]
Payment of debt prepayment cost		$ 0	$ 3,436	$ 0
Secured Debt \| Credit Agreement 2022 \| Credit Facility \| Forecast
Subsequent Event [Line Items]
Payment of debt prepayment cost	$ 50,000

INCOME TAXES

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

INCOME TAXES


12. 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, 2023, 2022 and 2021, income taxes expense consisted of:


	For the Years Ended December 31,
	2023		2022		2021
					(As Restated)
Current:
Federal	$	137,375	$	130,987	$	104,014
State	22,029		36,624		33,084
Foreign	—		—		—
Total Current:	159,404		167,611		137,098
Deferred:
Federal	$	(14,366)	$	(47,211)	$	(25,540)
State	108		(14,930)		(7,570)
Foreign	—		—		—
Total Deferred	(14,258)		(62,141)		(33,110)
Total	$	145,146	$	105,470	$	103,988

The difference between the income tax expense for the years ended December 31, 2023, 2022 and 2021 and the expected income taxes based on the statutory rate applied to earnings (loss) arises as follows:


	For the Years Ended December 31,
	2023			2022			2021
							(As Restated)
Income/(Loss) before Income Taxes	$	27,798		$	(163,403)		$	48,990
Statutory Tax Rate	21		%	21		%	21		%
Expense/(Recovery) based on Statutory Rate	5,838			(34,314)			9,965
Other Permanent Differences	225			1,068			435
Goodwill Impairment	9,345			17,265			—
Nondeductible 280E	79,731			84,751			59,874
Penalties and Interest	29,581			12,305			5,331
Non-controlling Interests	1,326			1,319			411
State Taxes	15,248			24,389			25,324
Prior Year True Ups	5,646			4,362			3,068
State Rate Change on Deferred Taxes	(1,066)			(2,531)			—
Discrete Items	—			—			(420)
Acquisition Purchase Price Remeasurement	(728)			(3,144)			—
Income Tax Expense	$	145,146		$	105,470		$	103,988


12. INCOME TAXES (Continued)

Cash income taxes paid for the years ended December 31, 2023, 2022, and 2021 were $166,634, $70,666, and $27,962 respectively.

During the year ended December 31, 2023, the Company recorded $29,581 in penalties and interest related to outstanding income tax liabilities, $4,859 relating to the 2023 tax year, $13,743 relating to the 2022 tax year, and $10,979 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 2020 tax year to the present. The state income tax returns generally remain open for the 2020 tax year through the present.

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 the Company's effective tax rates 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, 2023 and December 31, 2022, the components of deferred tax assets and (liabilities) were as follows:


	As of December 31,
	2023		2022
Deferred Tax Assets
Operating Lease Liabilities	$	5,423	$	659
Loyalty Points	1,668		1,046
Stock Compensation	614		873
Basis Differences in Goodwill	5,577		7,444
Leasehold Improvements	4,704		2,464
Total Deferred Tax Assets	17,986		12,486
Deferred Tax Liabilities
Operating Right of Use Assets	$	(5,238)	$	(662)
Intangibles	(194,963)		(208,297)
Total Deferred Tax Liabilities	(200,201)		(208,959)
Net Deferred Tax Liabilities	$	(182,215)	$	(196,473)

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, 2023 and December 31, 2022, no valuation allowance has been recorded on the Company's deferred tax assets.


12. INCOME TAXES (Continued)

The Company operates in a number of tax jurisdictions and is 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, 2023, 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 $2,973. The Company carries indemnification assets for the same amounts as of December 31, 2023, 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:


	2023		2022		2021
Balance at Beginning of Year	$	5,739	$	—	$	—
Gross increases related to tax positions in a prior period	—		5,739		—
Gross decreases related to tax positions in a prior period	2,766		—		—
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	$	2,973	$	5,739	$	—

The Company recognizes accrued interest and penalties related to unrecognized tax benefits and has recorded penalties and interest in the amount of $733 to its indemnification asset as of December 31, 2023. 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
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482526/740-270-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

SHARE CAPITAL - Schedule of Unvested Restricted Stock Units Roll Forward (Details) - Restricted Stock Units	12 Months Ended
	Dec. 31, 2023 $ / shares shares
Number of Shares
Beginning Balance (in shares) \| shares	2,981,327
Granted (in shares) \| shares	8,721,824
Forfeited (in shares) \| shares	1,222,580
Vested (in shares) \| shares	1,668,034
Ending balance (in shares) \| shares	8,812,537
Weighted Avg. Grant Date Fair Value C$
Beginning balance \| $ / shares	$ 11.39
Granted (in dollars per share) \| $ / shares	4.02
Forfeited (in dollars per share) \| $ / shares	5.57
Vested (in dollars per share) \| $ / shares	12.30
Ending balance \| $ / shares	$ 4.72

INTANGIBLE ASSETS (Tables)

12 Months Ended

Dec. 31, 2023

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, 2023:


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

As of December 31, 2023 and December 31, 2022, intangible assets consisted of the following:


	Licenses		Tradenames		Technology		Total
Cost
Balance as of January 1, 2023	$	1,274,981	$	54,166	$	6,431	$	1,335,578
Impairment	(7,605)		—		—		(7,605)
Other Additions(1)	1,950		—		—		1,950
Balance as of December 31, 2023	$	1,269,326	$	54,166	$	6,431	$	1,329,923

Accumulated Amortization
Balance as of January 1, 2023	143,246		9,579		1,987		154,812
Amortization	84,997		5,422		1,038		91,457
Impairment	(2,492)		—		—		(2,492)
Balance as of December 31, 2023	$	225,751	$	15,001	$	3,025	$	243,777

Net Book Value
Balance as of January 1, 2023	1,131,735		44,587		4,444		1,180,766
Balance as of December 31, 2023	$	1,043,575	$	39,165	$	3,406	$	1,086,146

(1) The Company obtained a license following regulatory approval where payment consideration occurred in prior periods.


	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

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, 2023:


Year Ending December 31:	Estimated Amortization
2024	$	91,149
2025	91,149
2026	90,434
2027	90,360
2028	90,342
Thereafter	632,712
Total	$	1,086,146

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2023
Audit Information [Abstract]
Auditor Firm ID	324
Auditor Name	Macias Gini & O’Connell LLP
Auditor Location	San Jose, California

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
Consolidated Statements of Cash Flows - USD ($)	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
CASH FLOW FROM OPERATING ACTIVITIES
Net income (loss) attributable to Verano Holdings Corp. and Subsidiaries	$ (117,348,000)	$ (269,164,000)	$ (57,507,000)
Net income (loss) attributable to Non-controlling interest	0	291,000	2,509,000
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	141,133,000	141,387,000	96,244,000
Right of use amortization	10,493,000	8,938,000	0
Non-cash interest expense	593,000	1,185,000	5,727,000
Non-cash interest income	0	0	(166,000)
Loss on disposal of property, plant and equipment	1,123,000	157,000	1,085,000
Gain on deconsolidation	0	(9,560,000)	0
Gain on previously held equity interest	0	(14,103,000)	0
Loss on impairment of intangibles - goodwill	37,931,000	113,031,000	0
Loss on impairment - license & fixed assets	13,686,000	116,151,000	0
Loss on impairment of investment in associates	6,571,000	0	0
Loss on debt extinguishment	663,000	4,551,000	0
Unrealized (gain) loss on marketable securities	(489,000)	1,971,000	0
Contingent consideration compensation	0	0	4,170,000
Decrease in fair value of contingent consideration	(3,466,000)	(14,669,000)	(12,469,000)
Stock based compensation	13,230,000	39,054,000	45,250,000
Other, net	5,784,000	14,084,000	80,711,000
Changes in operating assets and liabilities:
Accounts receivable	(22,675,000)	821,000	(6,673,000)
Inventory	23,887,000	(24,233,000)	(59,506,000)
Accounts payable	(8,881,000)	(7,582,000)	9,920,000
Income tax payable	(4,431,000)	96,145,000	109,452,000
Other assets, net	7,120,000	(36,019,000)	3,976,000
Other liabilities, net	4,786,000	(68,089,000)	(39,851,000)
NET CASH PROVIDED BY OPERATING ACTIVITIES	109,710,000	94,347,000	182,872,000
CASH FLOW FROM INVESTING ACTIVITIES
Purchases of property, plant and equipment	(36,330,000)	(119,174,000)	(141,265,000)
Proceeds from disposal of property, plant and equipment	2,180,000	6,249,000	1,894,000
Distributions	0	0	(1,675,000)
Purchases of intangible assets	0	0	(8,374,000)
Purchase of business, net of cash acquired	(13,250,000)	(114,752,000)	(309,815,000)
Proceeds from sale of deconsolidation and investment in associates	0	19,826,000	0
Other, net	0	0	3,403,000
NET CASH USED IN INVESTING ACTIVITIES	(47,400,000)	(207,851,000)	(455,832,000)
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from issuance of debt	79,088,000	497,386,000	224,725,000
Principal repayments of debt	(49,868,000)	(373,899,000)	(10,757,000)
Debt issuance costs paid	(1,616,000)	(20,806,000)	(8,812,000)
Payment of debt extinguishment	0	(3,436,000)	0
Proceeds received from RTO Financing	0	0	75,420,000
Cash received in warrant private placement	0	0	75,100,000
NET CASH PROVIDED BY FINANCING ACTIVITIES	27,604,000	99,245,000	355,676,000
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	89,914,000	(14,259,000)	82,716,000
Effects of exchange rate fluctuations on cash and cash equivalents	(5,000)	(8,000)	0
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	84,851,000	99,118,000	16,402,000
CASH AND CASH EQUIVALENTS, END OF PERIOD	174,760,000	84,851,000	99,118,000
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid	23,677,000	48,246,000	18,709,000
Cash paid for taxes	166,634,000	70,666,000	27,962,000
Issuance of shares to relieve liability obligations	2,610,000	0	0
OTHER NON-CASH INVESTING AND FINANCING ACTIVITIES
Accrued Capital Expenditures	4,916,000	6,008,000	8,512,000
Issuance of shares under business combinations	0	85,232,000	1,148,127,000
Acquisitions
Tangible and intangible assets acquired, net of cash	227,000	31,841,000	1,638,726,000
Liabilities assumed	1,522,000
Liabilities assumed		(8,735,000)	(354,933,000)
Acquisition Consideration Payable	11,367,000	77,657,000	(1,324,914,000)
Goodwill	134,000	13,989,000	350,936,000
Total	$ 13,250,000	$ 114,752,000	$ 309,815,000

INVENTORY (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Inventory Disclosure [Abstract]
Raw Materials	$ 5,336	$ 7,120
Work in Process	107,438	123,101
Finished Goods	27,913	34,311
Total Inventory	$ 140,687	$ 164,532

LEASES

12 Months Ended

Dec. 31, 2023

Leases [Abstract]

LEASES


13. LEASES

The Company has operating leases for some of its retail dispensaries and processing and production facilities located throughout the U.S., as well as for its corporate offices located in Chicago, 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. Some leases also contain renewal provisions and provide for rent abatement and escalating payments.

During the years ended December 31, 2023, 2022, and 2021, the Company recorded approximately $18,451, $15,229, and $9,140 in operating lease expense, respectively, of which $704, $641 and $804, was included in cost of goods sold for the years ended December 31, 2023, 2022 and 2021, respectively.

Other information related to operating leases as of and for the years ended December 31, 2023, 2022, and 2021 were as follows:


	2023		2022		2021
Weighted average remaining lease term - years	8.19		8.12		8.52
Weighted average discount rate	9.52	%	8.02	%	8.11	%

Maturities of lease liabilities for operating leases as of December 31, 2023 were as follows:


Year Ending December 31,	Maturities of Lease Liability
2024	$	17,945
2025	17,880
2026	16,865
2027	16,197
2028	15,630
Thereafter	59,442
Total Lease Payments	143,959
Less: Imputed Interest	(46,812)
Present Value of Lease Liability	$	97,147

CONSOLIDATION (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Variable Interest Entity [Line Items]
Current Assets	$ 394,196	$ 318,275
Current Liabilities	412,188	386,645
Non-Current Liabilities	666,477	667,860
Equity attributable to Verano Holdings, Corp.	1,240,080	1,341,550
Variable Interest Entity, Primary Beneficiary
Variable Interest Entity [Line Items]
Current Assets	14,671	48,952
Non-Current Assets	28,568	72,081
Current Liabilities	30,437	10,193
Non-Current Liabilities	7,614	8,939
Equity attributable to Verano Holdings, Corp.	$ 5,188	$ 101,901

- Definition

Sum of the carrying amounts as of the balance sheet date of all assets that are expected to be realized in cash, sold, or consumed within one year (or the normal operating cycle, if longer). Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 810
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (bb)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481203/810-10-50-3

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 810
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 25
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481231/810-10-45-25

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481687/323-10-50-3

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482907/825-10-50-28

Reference 6: http://www.xbrl.org/2003/role/exampleRef
-Topic 852
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481372/852-10-55-10

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483467/210-10-45-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(9))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 20: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 852
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481404/852-10-50-7

+ Details

- Definition

Sum of the carrying amounts as of the balance sheet date of all assets that are expected to be realized in cash, sold or consumed after one year or beyond the normal operating cycle, if longer.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 810
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (bb)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481203/810-10-50-3

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 810
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 25
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481231/810-10-45-25

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481687/323-10-50-3

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482907/825-10-50-28

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 17: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 852
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481404/852-10-50-7

+ Details

- Definition

Total obligations incurred as part of normal operations that are expected to be paid during the following twelve months or within one business cycle, if longer.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 810
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481203/810-10-50-3

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 810
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 25
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481231/810-10-45-25

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 810
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (bb)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481203/810-10-50-3

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481687/323-10-50-3

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482907/825-10-50-28

Reference 7: http://www.xbrl.org/2003/role/exampleRef
-Topic 852
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481372/852-10-55-10

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483467/210-10-45-5

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 19: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 852
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481404/852-10-50-7

Reference 20: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 852
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481404/852-10-50-7

Reference 21: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.21)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1

+ Details

- Definition

Amount of obligation due after one year or beyond the normal operating cycle, if longer.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(22))
-SubTopic 10
-Topic 210
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 810
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481203/810-10-50-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 810
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 25
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481231/810-10-45-25

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 810
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (bb)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481203/810-10-50-3

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481687/323-10-50-3

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482907/825-10-50-28

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 18: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 852
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481404/852-10-50-7

Reference 19: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 852
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481404/852-10-50-7

Reference 20: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(23))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1

Reference 21: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 201.5-02(24))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1

Reference 22: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 201.5-02(25))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1

Reference 23: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 201.5-02(26))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1

+ Details

- Definition

Amount of equity (deficit) attributable to parent. Excludes temporary equity and equity attributable to noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 852
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481372/852-10-55-10

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
-SubTopic 830
-Name Accounting Standards Codification
-Section 55
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480167/946-830-55-12

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-04(19))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.6-05(4))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479617/946-210-S99-2

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(4)(b))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(6))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(7))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481687/323-10-50-3

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482907/825-10-50-28

Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1

Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(31))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1

Reference 13: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(30))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1

Reference 14: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 310
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 4.E)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480418/310-10-S99-2

+ Details

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

SHARE CAPITAL - Narrative (Details) $ in Thousands	12 Months Ended
SHARE CAPITAL - Narrative (Details) $ in Thousands	Dec. 31, 2023 USD ($) class vote shares	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Class of Stock [Line Items]
Number of classes of share capital \| class	2
Common stock conversion ratio	100
Percentage of outstanding stock maximum	10.00%
Options granted in period (in shares)	0
Options forfeited in period (in shares)	0
Options expired in period (in shares)	0
Cancelled (in shares)	1,033
Share-based payment arrangement, expense \| $	$ 13,230	$ 39,054	$ 45,250
Share-based payment arrangement, nonvested award, cost not yet recognized, amount \| $	24,393
Cost of Sales
Class of Stock [Line Items]
Share-based payment arrangement, expense \| $	2,669	8,003	3,544
Selling, General and Administrative Expenses
Class of Stock [Line Items]
Share-based payment arrangement, expense \| $	10,561	31,051	41,706
Restricted Stock Units
Class of Stock [Line Items]
Share-based payment arrangement, expense \| $	$ 12,975	38,754	44,863
Stock Options
Class of Stock [Line Items]
Award expiration period	10 years
Share-based payment arrangement, expense \| $	$ 255	$ 300	$ 387
Minimum \| Restricted Stock Units
Class of Stock [Line Items]
Award vesting period	12 months
Minimum \| Stock Options
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 \| Stock Options
Class of Stock [Line Items]
Award vesting period	30 months
Common Class A
Class of Stock [Line Items]
Shares issued (in shares)	344,074,096
Shares outstanding (in shares)	344,074,096
Common stock, votes per share \| vote	1
Common Class A \| Stock Conversion 1
Class of Stock [Line Items]
Conversion of stock, shares issued (in shares)	44,997
Common Class A \| Stock Conversion 2
Class of Stock [Line Items]
Conversion of stock, shares issued (in shares)	13,337,286
Common Class B
Class of Stock [Line Items]
Shares outstanding (in shares)	0
Common stock, votes per share \| vote	100
Common Class B \| Stock Conversion 1
Class of Stock [Line Items]
Conversion of stock, shares converted (in shares)	449
Common Class B \| Stock Conversion 2
Class of Stock [Line Items]
Conversion of stock, shares converted (in shares)	133,373

DEBT - Schedule of Long-Term Debt Instruments (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Long-term debt, gross	$ 462,834
Unamortized debt issuance costs	(17,192)	$ (20,610)
Total debt	445,642	413,004
Less: current portion of debt	52,005	24,464
Total long-term debt, net	393,637	388,540
Secured Promissory Notes
Debt Instrument [Line Items]
Long-term debt, gross	1,582	36,805
Mortgage Loans
Debt Instrument [Line Items]
Long-term debt, gross	111,221	44,985
Vehicle and Equipment Loans
Debt Instrument [Line Items]
Long-term debt, gross	1,081	1,824
Secured Debt \| Credit Facility
Debt Instrument [Line Items]
Long-term debt, gross	$ 348,950	$ 350,000

REVERSE TAKEOVER TRANSACTION

12 Months Ended

Dec. 31, 2023

Reverse Recapitalization [Abstract]

REVERSE TAKEOVER TRANSACTION ("RTO")


3. 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. The resulting entity 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.

PROPERTY, PLANT AND EQUIPMENT - Narrative (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Depreciation	$ 49,676,000	$ 44,042,000
Impairment of fixed assets	8,573,000	0	$ 0
Cost of Sales
Property, Plant and Equipment [Line Items]
Depreciation	33,866,000	31,774,000
Selling, General and Administrative Expenses
Property, Plant and Equipment [Line Items]
Depreciation	$ 15,810,000	$ 12,268,000

GOODWILL - Narrative (Details)	3 Months Ended	12 Months Ended
GOODWILL - Narrative (Details)	Dec. 31, 2022 USD ($)	Dec. 31, 2023 USD ($) segment	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Feb. 11, 2021 USD ($)
Goodwill [Line Items]
Number of reportable segments \| segment		2
Goodwill, impairment loss		$ 37,931,000	$ 113,031,000	$ 0
Goodwill	$ 269,088,000	231,291,000	269,088,000	$ 368,130,000
Adjustments to purchase price allocation		134,000	3,673,000
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)
WSCC, Inc.
Goodwill [Line Items]
Adjustments to purchase price allocation		134,000	340,000
Arizona Cultivation
Goodwill [Line Items]
Goodwill, impairment loss		33,622,000	2,252,000
Goodwill	$ 41,801,000	11,623,000	41,801,000
Nevada Retail
Goodwill [Line Items]
Goodwill, impairment loss		4,245,000
Massachusetts Cultivation
Goodwill [Line Items]
Goodwill, impairment loss		$ 64,000
Arizona Retail
Goodwill [Line Items]
Goodwill, impairment loss			46,537,000
Pennsylvania Retail
Goodwill [Line Items]
Goodwill, impairment loss			61,127,000
Pennsylvania Cultivation
Goodwill [Line Items]
Goodwill, impairment loss			$ 3,115,000

DEBT (Tables)

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Schedule of Long-Term Debt Instruments

As of December 31, 2023 and December 31, 2022, debt consisted of the following:


	As of December 31,
	2023		2022
Credit Facility	$	348,950	$	350,000
Secured Promissory Notes	1,582		36,805
Mortgage Loans	111,221		44,985
Vehicle and Equipment Loans	1,081		1,824
Unamortized debt issuance costs	(17,192)		(20,610)

Total debt	$	445,642	$	413,004

Less: current portion of debt	52,005		24,464

Total long-term debt, net	$	393,637	$	388,540

Schedule of Maturities of Long-Term Debt

Stated maturities of debt obligations are as follows:


	Principal Payments		Unamortized Debt Issuance Costs		Total Debt Payable
2024	$	58,604	$	6,599	$	52,005
2025	8,384		5,691		2,693
2026	293,675		4,369		289,306
2027	6,754		319		6,435
2028	71,975		214		71,761
Thereafter	23,442		—		23,442

Total	$	462,834	$	17,192	$	445,642

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481568/470-20-55-69B

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69E
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481568/470-20-55-69E

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-3

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482925/835-30-45-2

Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 1A
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482925/835-30-45-1A

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-3

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.22)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 55
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482949/835-30-55-8

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 942
-SubTopic 470
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480848/942-470-50-3

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-8

Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-6

Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-7

+ Details

Insider Trading Arrangements

3 Months Ended

12 Months Ended

Dec. 31, 2023

Trading Arrangements, by Individual

Material Terms of Trading Arrangement

During the three months ended December 31, 2023, certain officers and a director of the Company set forth below adopted a prearranged share trading plan with a brokerage firm on the dates set forth opposite such individual’s name below, each of which was entered into during an open trading window under the Company's insider trading policy and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act and the Company’s policies regarding insider transactions. The details regarding the estimated number of Subordinate Voting Shares for sale and the expiration date with respect to each applicable officer are set forth opposite such officer's name below.

Name

Title

Date of Adoption

Estimated Number of Subordinate Voting Shares for Sale1

Expiration Date2

John Tipton

President of the Southern Region; Director

December 28, 2023

107,114

December 31, 2024

Brett Summerer

Chief Financial Officer

December 28, 2023

266,525

December 31, 2025

1 Such amounts reflect estimated tax withholdings and actual sale amounts may vary.

2 Such plans are subject to earlier termination in the event of certain limited circumstances.

Non-Rule 10b5-1 Arrangement Adopted

false

Non-Rule 10b5-1 Arrangement Terminated

false

Brett Summerer [Member]

Trading Arrangements, by Individual

Material Terms of Trading Arrangement

As previously disclosed in the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 8, 2023, Brett Summerer, the Company’s Chief Financial Officer, terminated his prearranged share trading plan, which was intended to satisfy the affirmative defenses of Rule 10b5-1(c) under the Exchange Act and the Company’s policies regarding insider transaction, on October 26, 2023.

Name

Brett Summerer

Title

Chief Financial Officer

Rule 10b5-1 Arrangement Adopted

true

Adoption Date

December 28, 2023

Rule 10b5-1 Arrangement Terminated

true

October 26, 2023

734 days

266,525

Trading Arrangements, by Individual

Name

John Tipton

Title

President of the Southern Region; Director

Rule 10b5-1 Arrangement Adopted

true

Adoption Date

December 28, 2023

Arrangement Duration

369 days

Aggregate Available

107,114

NATURE OF OPERATIONS (Details)	Dec. 31, 2023 state
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of states in which entity operates	13

INCOME TAXES - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Deferred Tax Assets
Operating Lease Liabilities	$ 5,423	$ 659
Loyalty Points	1,668	1,046
Stock Compensation	614	873
Basis Differences in Goodwill	5,577	7,444
Leasehold Improvements	4,704	2,464
Total Deferred Tax Assets	17,986	12,486
Deferred Tax Liabilities, Gross [Abstract]
Operating Right of Use Assets	(5,238)	(662)
Intangibles	(194,963)	(208,297)
Total Deferred Tax Liabilities	(200,201)	(208,959)
Net Deferred Tax Liabilities	$ (182,215)	$ (196,473)

FAIR VALUE MEASURMENTS

12 Months Ended

Dec. 31, 2023

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS


18. 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, 2023 and December 31, 2022 was $445,642 and $413,004, which includes $52,005 and $24,464, 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, 2023
	Level 1		Level 2		Level 3		Total
Cash and Cash Equivalents	$	174,760	$	—	$	—	$	174,760
Investments	2,294		—		—		2,294
Acquisition Consideration Payable	—		—		(3,915)		(3,915)
Total	$	177,054	$	—	$	(3,915)	$	173,139


	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, 2023 and 2022, the Company held publicly traded shares of $2,294 and $1,805, respectively, 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

LEASES - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
LEASES - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Lessee, Lease, Description [Line Items]
Operating lease expense	$ 18,451	$ 15,229	$ 9,140
Cost of Sales
Lessee, Lease, Description [Line Items]
Operating lease expense	$ 704	$ 641	$ 804

INVENTORY

12 Months Ended

Dec. 31, 2023

Inventory Disclosure [Abstract]

INVENTORY


4. INVENTORY

The Company’s inventory consists of the following as of December 31, 2023 and December 31, 2022:


	As of December 31,
	2023		2022
Raw Materials	$	5,336	$	7,120
Work in Process	107,438		123,101
Finished Goods	27,913		34,311

Total Inventory	$	140,687	$	164,532

INCOME TAXES - Schedule of Unrecognized Tax Benefits Roll Forward (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Balance at Beginning of Year	$ 5,739	$ 0	$ 0
Gross increases related to tax positions in a prior period	0	5,739	0
Gross decreases related to tax positions in a prior period	2,766	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	$ 2,973	$ 5,739	$ 0

SEGMENTS (Tables)

12 Months Ended

Dec. 31, 2023

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment


	For the Years Ended December 31,
	2023		2022		2021
					(As Restated)
Revenue, net of discounts
Cultivation (Wholesale)	$	347,836	$	276,281	$	226,858
Retail	741,426		721,279		582,472
Intersegment Eliminations	(150,810)		(118,148)		(71,480)
Total revenue, net of discounts	$	938,452	$	879,412	$	737,850

Depreciation and amortization
Cultivation (Wholesale)	$	73,851	$	78,120	$	54,460
Retail	67,282		63,267		41,784
Total depreciation and amortization	$	141,133	$	141,387	$	96,244

Income taxes
Cultivation (Wholesale)	$	44,687	$	52,147	$	58,601
Retail	100,459		53,323		45,387
Total income taxes	$	145,146	$	105,470	$	103,988

Net income (loss)
Cultivation (Wholesale)	$	(1,107)	$	(105,135)	$	53,191
Retail	(116,241)		(164,029)		(110,698)
Total net income (loss)	$	(117,348)	$	(269,164)	$	(57,507)


	As of December 31,
	2023		2022
Assets
Cultivation (Wholesale)	$	1,176,407	$	1,135,257
Retail	1,142,338		1,260,798
Total assets	$	2,318,745	$	2,396,055

Liabilities
Cultivation (Wholesale)	$	252,624	$	234,687
Retail	826,041		819,818
Total liabilities	$	1,078,665	$	1,054,505

INTANGIBLE ASSETS - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
2024	$ 91,149
2025	91,149
2026	90,434
2027	90,360
2028	90,342
Thereafter	632,712
Finite-Lived Intangible Assets, Net	$ 1,086,146	$ 1,180,766	$ 1,379,913

SIGNIFICANT ACCOUNTING POLICIES - Schedule of Finite-Lived Intangible Assets (Details)	Dec. 31, 2023
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	10 years

INTANGIBLE ASSETS - Narrative (Details) - USD ($)	12 Months Ended
INTANGIBLE ASSETS - Narrative (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Amortization	$ 91,457,000	$ 97,344,000	$ 67,953,000
Impairment of intangible assets, finite-lived	5,113,000	116,151,000	0
Carrying value of intangible asset	1,086,146,000	1,180,766,000	1,379,913,000
Technology
Finite-Lived Intangible Assets [Line Items]
Carrying value of intangible asset	$ 3,406,000	4,444,000	$ 10,477,000
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)

CONSOLIDATION

12 Months Ended

Dec. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

CONSOLIDATION


17. CONSOLIDATION

In accordance with ASC 810, the Company consolidates through the VIE model. The following table presents the summarized financial information about the Company’s consolidated VIEs, which are included in the Company's Consolidated Balance Sheets as of December 31, 2023 and 2022.


	As of December 31,
	2023		2022
Current Assets	$	14,671	$	48,952
Non-Current Assets	28,568		72,081
Current Liabilities	30,437		10,193
Non-Current Liabilities	7,614		8,939
Equity attributable to Verano Holdings, Corp.	5,188		101,901

Consolidated Variable Interest Entities

Consolidated VIEs occur when (a) the Company closes an acquisition while the state has not finalized the transfer of the cannabis license or (b) the Company owns an equity interest in a joint venture, which it exercises control over.

Consolidation occurs on the effective date of the purchase agreement, or in the case of joint venture VIEs, on the effective date of a limited liability company agreement governing the applicable joint venture, and a 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. With respect to VIEs acquired via acquisition, the purchase agreements limit the sellers involvement in future operations, and their risks of loss. With respect to joint venture VIEs, the limited liability company agreements limit the partners’ involvement in future operations and control over financial decisions, including distributions. 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. With respect to VIEs acquired via acquisition, 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.

Verano does not fully own all entities consolidated under ASC 810 and recorded a non-controlling interest for such non-owned portion in the Consolidated Financial Statements.

LOYALTY OBLIGATIONS (Details) loyaltyPoint in Millions	12 Months Ended
LOYALTY OBLIGATIONS (Details) loyaltyPoint in Millions	Dec. 31, 2023 USD ($) loyaltyPoint	Dec. 31, 2022 USD ($) loyaltyPoint
Disaggregation of Revenue [Line Items]
Percentage of loyalty points estimated to not be redeemed	20.00%
Loyalty point expiration period	6 months
Loyalty points outstanding \| loyaltyPoint	110	70
Contract with customer, liability, current	$ 5,781,000	$ 3,582,000
Minimum
Disaggregation of Revenue [Line Items]
Loyalty program standalone selling price per loyalty point	0.03
Maximum
Disaggregation of Revenue [Line Items]
Loyalty program standalone selling price per loyalty point	$ 0.06

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

TRANSACTIONS - Dispositions (Details)				3 Months Ended		12 Months Ended
TRANSACTIONS - Dispositions (Details)	Mar. 01, 2022 USD ($)	Jan. 31, 2022 USD ($)	Mar. 30, 2016 license dispensary	Sep. 30, 2022 USD ($)	Jun. 30, 2022 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2018
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Loss on impairment of investment in associates						$ 6,571,000	$ 0	$ 0
Decrease in fair value of contingent consideration						3,466,000	14,669,000	$ 12,469,000
Charleston
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gain (loss) on disposition of business	$ 7,857,000			$ 75,000	$ (73,000)		7,859,000
TCE
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gain (loss) on disposition of business	$ 14,099,000			175,000	(171,000)		14,103,000
DGV Group, LLC
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Loss on impairment of investment in associates						6,571,000
Canna Cuzzos
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Percentage of voting interests acquired									40.00%
Proceeds from divestiture of businesses		$ 5,000,000
Gain (loss) on disposition of business							$ 1,701,000
ILDISP, LLC
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Percentage of voting interests acquired	50.00%		50.00%
Proceeds from divestiture of businesses	$ 22,393,000
Number of marijuana licenses held \| license			2
Number of retail dispensaries operated \| dispensary			2
Working capital adjustments					$ (244,000)
Cash received from release of cash indemnity hold back				$ 250,000
MME IL Holdings, LLC
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Decrease in fair value of contingent consideration						106,000
Elevele LLC
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Payment for contingent consideration liability						500,000
NSE Holdings, LLC
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Decrease in fair value of contingent consideration						3,466,000
Acquisition consideration payable						$ 0
Canna Cuzzos \| Maryland LLC
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Ownership percentage									40.00%

NATURE OF OPERATIONS

12 Months Ended

Dec. 31, 2023

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 operator, the Company owns, operates, manages, controls, and/or has licensing, consulting or other commercial agreements with cultivation, processing, and retail licensees across 13 state markets (Arizona, Arkansas, 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”.

On October 18, 2023, the Subordinate Voting Shares, began trading on Cboe Canada (“Cboe”) under the stock symbol, “VRNO”. In connection therewith, the Subordinate Voting Shares ceased trading on the CSE as of the close of market on October 17, 2023.

In August 2023, the Company relocated its corporate headquarters from 415 North Dearborn Street, 4th Floor, Chicago, Illinois 60654 to 224 W Hill Street, Suite 400, Chicago, Illinois 60610.

SIGNIFICANT ACCOUNTING POLICIES - Property, Plant and Equipment (Details)	Dec. 31, 2023
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

SEGMENTS - Narrative (Details)	12 Months Ended
SEGMENTS - Narrative (Details)	Dec. 31, 2023 segment
Segment Reporting [Abstract]
Number of reportable segments	2

TRANSACTIONS - Merger Agreement (Details) - USD ($) $ / shares in Units, $ in Thousands			3 Months Ended
	Aug. 11, 2021	Feb. 11, 2021	Mar. 31, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Jan. 21, 2021
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Goodwill				$ 231,291	$ 269,088	$ 368,130
Carrying value of intangible asset				(1,086,146)	(1,180,766)	(1,379,913)
Deferred Income Tax Liabilities, Net				(182,215)	(196,473)
Technology
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Carrying value of intangible asset				$ (3,406)	(4,444)	$ (10,477)
AME Parties
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Equity interests issued and issuable		$ 651,914
Cash consideration and liabilities incurred		$ 35,000
Business acquisition, share price (in dollars per share)		$ 10					$ 10
Cash consideration	$ 10,000	$ 20,000	$ 5,000
AME Parties \| Common Class A
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Equity interest issued or issuable, number of shares (in shares)		18,092,988
AME Parties \| Common Class B
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Equity interest issued or issuable, number of shares (in shares)		470,984
AME Group
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Goodwill		$ 179,983
AME Group \| Revision of Prior Period, Error Correction, Adjustment \| Intangible Asset Value Error
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Goodwill					3,801
Deferred Income Tax Liabilities, Net					1,371
AME Group \| Revision of Prior Period, Error Correction, Adjustment \| Intangible Asset Value Error \| Technology
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Carrying value of intangible asset					$ 5,172

LEASES - Lessee, Operating Lease, Liability, Maturity (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Leases [Abstract]
2024	$ 17,945
2025	17,880
2026	16,865
2027	16,197
2028	15,630
Thereafter	59,442
Total Lease Payments	143,959
Less: Imputed Interest	(46,812)
Present Value of Lease Liability	$ 97,147

GOODWILL - Schedule of Goodwill (Details) - USD ($)	12 Months Ended
GOODWILL - Schedule of Goodwill (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Goodwill [Roll Forward]
Beginning balance	$ 269,088,000	$ 368,130,000
Impairment	(37,931,000)	(113,031,000)	$ 0
Adjustments to purchase price allocation	134,000	3,673,000
Acquisitions	0	10,316,000
Ending balance	231,291,000	269,088,000	368,130,000
One Reporting Unit
Goodwill [Roll Forward]
Allocated goodwill	1,293,000
Cultivation
Goodwill [Roll Forward]
Beginning balance	83,004,000	91,116,000
Impairment	(33,686,000)	(5,367,000)
Adjustments to purchase price allocation	0	(2,745,000)
Acquisitions	0	0
Ending balance	49,318,000	83,004,000	91,116,000
Retail
Goodwill [Roll Forward]
Beginning balance	186,084,000	277,014,000
Impairment	(4,245,000)	(107,664,000)
Adjustments to purchase price allocation	134,000	6,418,000
Acquisitions	0	10,316,000
Ending balance	$ 181,973,000	$ 186,084,000	$ 277,014,000

- 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

PROPERTY, PLANT AND EQUIPMENT

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

PROPERTY, PLANT AND EQUIPMENT


5. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment and related accumulated depreciation consists of the following at December 31, 2023 and December 31, 2022:


	As of December 31,
	2023		2022
Land	$	30,934	$	31,877
Buildings and Improvements	194,274		197,819
Furniture and Fixtures	19,884		16,189
Computer Equipment and Software	25,861		21,478
Leasehold Improvements	230,877		211,785
Tools and Equipment	90,386		88,507
Vehicles	4,373		4,992
Assets Under Construction (1)	39,844		41,800

Total Property, Plant and Equipment, Gross	636,433		614,447
Less: Accumulated Depreciation	(135,129)		(88,542)

Property, Plant and Equipment, Net	$	501,304	$	525,905

(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, 2022	$	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 of December 31, 2022	$	614,447	$	(88,542)	$	525,905
Additions	35,815		—		35,815
Disposals and other	(4,260)		2,093		(2,167)
Impairment	(9,569)		996		(8,573)
Depreciation	—		(49,676)		(49,676)

Balance as of December 31, 2023	$	636,433	$	(135,129)	$	501,304

For the years ended December 31, 2023 and December 31, 2022, depreciation expense included in costs of goods sold totaled $33,866 and $31,774, respectively. For the years ended December 31, 2023 and December 31, 2022, depreciation expense included in selling, general, and administrative expense totaled $15,810 and $12,268, respectively. During the year ended December 31, 2023, the Company recorded a fixed asset impairment charge of $8,573 associated with its Massachusetts cultivation facility.

EARNINGS (LOSSES) PER SHARE (Tables)

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

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, 2023, 2022 and 2021 were as follows:


	For the Years Ended December 31,
	2023		2022		2021
					(As Restated)
Numerator
Net Income (Loss) attributable to Verano Holdings Corp.	$	(117,348)	$	(269,164)	$	(57,507)

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	342,774,236		331,409,315		290,443,432

Diluted
Pre-RTO weighted-average shares outstanding	—		—		158,203,932
Post-RTO weighted-average shares outstanding	—		—		307,177,442
Weighted-average shares outstanding – diluted	342,774,236		331,409,315		290,443,432

Net Loss per share - basic & diluted	$	(0.34)	$	(0.81)	$	(0.20)

PROPERTY, PLANT AND EQUIPMENT (Tables)

12 Months Ended

Dec. 31, 2023

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, 2023 and December 31, 2022:


	As of December 31,
	2023		2022
Land	$	30,934	$	31,877
Buildings and Improvements	194,274		197,819
Furniture and Fixtures	19,884		16,189
Computer Equipment and Software	25,861		21,478
Leasehold Improvements	230,877		211,785
Tools and Equipment	90,386		88,507
Vehicles	4,373		4,992
Assets Under Construction (1)	39,844		41,800

Total Property, Plant and Equipment, Gross	636,433		614,447
Less: Accumulated Depreciation	(135,129)		(88,542)

Property, Plant and Equipment, Net	$	501,304	$	525,905

(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, 2022	$	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 of December 31, 2022	$	614,447	$	(88,542)	$	525,905
Additions	35,815		—		35,815
Disposals and other	(4,260)		2,093		(2,167)
Impairment	(9,569)		996		(8,573)
Depreciation	—		(49,676)		(49,676)

Balance as of December 31, 2023	$	636,433	$	(135,129)	$	501,304

REVERSE TAKEOVER TRANSACTION (Details) - USD ($) $ / shares in Units, $ in Thousands	Feb. 11, 2021	Jan. 21, 2021	Dec. 14, 2020
Reverse Recapitalization [Line Items]
Common stock, shares, issued (in shares)			100,000
Common stock, shares, outstanding (in shares)			100,000
Sale of stock, number of shares issued in transaction (in shares)		10,000,000
Sale of stock, price per share (in dollars per share)		$ 10
Sale of stock, consideration received on transaction		$ 100,000
Stock issued during period, shares, new issues (in shares)		10,000,000
Stock issued during period, shares, issued for services (in shares)		578,354
Payments of reverse recapitalization transaction costs		$ 4,580
Reverse recapitalization financing, amount		$ 95,420
Reverse recapitalization, transaction cost	$ 198
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

GOODWILL (Tables)

12 Months Ended

Dec. 31, 2023

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, 2022 and 2023 were as follows:


	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


	January 1, 2023		Impairment		Adjustments to purchase price allocation		Acquisitions		December 31, 2023
Cultivation	$	83,004	$	(33,686)	$	—	$	—	$	49,318
Retail(1)	186,084		(4,245)		134		—		181,973
	$	269,088	$	(37,931)	$	134	$	—	$	231,291

(1) One of the Company’s reporting units, with $1,293 of allocated goodwill, had a negative carrying value as of December 31, 2023.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482548/350-20-55-24

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1A
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1A

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-2

+ Details

SHARE CAPITAL

12 Months Ended

Dec. 31, 2023

Equity [Abstract]

SHARE CAPITAL


11. SHARE CAPITAL

Subordinate Voting Shares and Proportionate Voting Shares are classified as equity. Incremental costs directly attributable to the issuance of shares are recognized as a deduction from equity. The proceeds from the exercise of stock options or warrants together with amounts previously recorded in reserves over the vesting periods are recorded as share capital. Income tax relating to transaction costs of an equity transaction is accounted for in accordance with ASC 740, Income Taxes.

(a)Issued and Outstanding

As of December 31, 2023, the Company had 344,074,096 Subordinate Voting Shares issued and outstanding and no Proportionate Voting Shares outstanding. 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, 2023, certain shareholders of the Company converted Proportionate Voting Shares to Subordinate Voting Shares for an impact of conversion of 449 Proportionate Voting Shares into 44,997 Subordinate Voting Shares. Additionally, during the year ended December 31, 2023, the Company exercised its right to convert the 133,373 remaining outstanding Proportionate Voting Shares into 13,337,286 Subordinate Voting Shares, resulting in no Proportionate Voting Shares being outstanding as of December 31, 2023.

(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 RSUs, options and other stock based awards 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. 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.


11. SHARE CAPITAL (Continued)

Option and RSU grants generally vest in installments 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, 2022	19,997	30.13	8.13
Granted	—	—	—
Forfeited	—	—	—
Vested	19,997	30.12	—
Unvested Options Balance at December 31, 2023	—	—	0.00
Inception to date Vested and Exercisable at December 31, 2023	38,956	29.98	7.11

As of December 31, 2023 and December 31, 2022, there were no in-the-money options.

The Company used the Black-Scholes option pricing model to estimate the fair value of the options granted. No options were granted, expired, or forfeited during the year ended December 31, 2023. A total of 1,033 fully vested options were cancelled due to employee terminations during the year ended December 31, 2023.

RSUs

The following table summarizes the number of unvested RSU awards as of December 31, 2023 and December 31, 2022 and the changes during the year ended December 31, 2023:


	Number of Shares	Weighted Avg. Grant Date Fair Value C$
Unvested RSUs at December 31, 2022	2,981,327	11.39
Granted	8,721,824	4.02
Forfeited	1,222,580	5.57
Vested	1,668,034	12.30
Unvested RSUs at December 31, 2023	8,812,537	4.72

The stock-based compensation expense for the years ended December 31, 2023, December 31, 2022 and December 31, 2021, were as follows:


	Years Ended December 31,
	2023		2022		2021
					(As Restated)
Stock Options	$	255	$	300	$	387
Restricted Stock Units	12,975		38,754		44,863
Total Stock Based Compensation Expense	$	13,230	$	39,054	$	45,250

For the years ended December 31, 2023, 2022 and 2021, stock based compensation expense included in costs of goods sold totaled $2,669, $8,003, and $3,544 respectively. For the years ended December 31, 2023, 2022, and 2021, stock based compensation expense included in selling, general, and administrative expense totaled $10,561, $31,051, and $41,706 respectively.

As of December 31, 2023, total unrecognized stock-based compensation expense of $24,393 is expected to be recognized over the remaining contractual term.

TRANSACTIONS -Business Combinations (Details) $ in Thousands																			1 Months Ended						3 Months Ended						6 Months Ended	8 Months Ended	12 Months Ended											16 Months Ended
	Dec. 31, 2023 USD ($) shares	Sep. 07, 2022 USD ($) shares	Mar. 11, 2022 USD ($) shares	Dec. 28, 2021 USD ($) shares	Dec. 20, 2021 USD ($)	Oct. 25, 2021 USD ($) shares	Sep. 03, 2021 USD ($)	Jul. 13, 2021 USD ($)	Jul. 12, 2021 USD ($) dispensary shares	Jul. 08, 2021 USD ($) shares	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 ($) shares	Feb. 24, 2021 USD ($)	Feb. 23, 2021 entity	Jan. 07, 2021 USD ($)	Dec. 31, 2022 USD ($) shares	Jun. 30, 2022 USD ($) shares	May 31, 2022 USD ($)	Apr. 30, 2022 USD ($)	Jul. 31, 2021 USD ($)	May 31, 2021 USD ($) shares	Jun. 30, 2023 USD ($)	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 ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Oct. 25, 2022 USD ($)	Jul. 12, 2022 USD ($)	Jul. 08, 2022 USD ($)	May 14, 2022 USD ($)	May 11, 2022 USD ($)	Apr. 08, 2022 USD ($)	Mar. 10, 2022 USD ($)	Jan. 07, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2023 USD ($) shares	Jan. 31, 2023 USD ($) shares	Apr. 01, 2022 USD ($)
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Goodwill	$ 231,291																		$ 269,088							$ 269,088						$ 368,130	$ 231,291	$ 269,088									$ 368,130	$ 231,291
Adjustments to purchase price allocation																																	134	3,673
Acquisition consideration payable	3,915																		18,262							18,262							3,915	18,262										3,915
Increase (decrease) in fair value of contingent consideration																																	(3,466)	(14,669)									$ (12,469)
Agronomed
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Business combination, separately recognized transactions, liabilities recognized																			12,500							12,500								12,500
Greengate
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Percentage of voting interests acquired			100.00%
Cash consideration			$ 7,448
Forgiveness of other receivables			$ 2,894
Equity interest issued or issuable, number of shares (in shares) \| shares			1,403,067
Equity interests issued and issuable			$ 13,221
Acquired intangible assets			11,916
Goodwill			$ 8,767
Adjustments to purchase price allocation																										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)
Revenues, net of acquiree since acquisition date, actual																																	13,505
Net loss of acquiree since acquisition date, actual																																	1,667
Sierra Well
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Percentage of voting interests acquired		100.00%
Cash consideration		$ 5,773
Equity interest issued or issuable, number of shares (in shares) \| shares		1,536,685
Equity interests issued and issuable		$ 9,742
Acquired intangible assets		7,604
Adjustments to purchase price allocation																										(181)
Business combination, provisional information, initial accounting incomplete, adjustment, intangibles																										(660)
Revenues, net of acquiree since acquisition date, actual																																		4,545
Net loss of acquiree since acquisition date, actual																																		(1,488)
Cash consideration and liabilities incurred		6,085
Consideration transferred, liabilities incurred		$ 280
Acquisition consideration payable	32																																32											$ 32
Indemnity claim hold back period		18 months
Number of shares forfeited for indemnity claims (in shares) \| shares																																												296,759
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		$ 5,740
Unrecognized tax benefits, increase resulting from acquisition		5,740
Indemnified asset balance	$ 2,973																																2,973											$ 2,973
Sierra Well \| Residual Purchase Price
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Goodwill		2,514
Sierra Well \| Deferred Taxes
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Goodwill		$ 1,596
Sierra Well \| Issued Upon Delivery Of Letter Of Transmittal
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Equity interest issued or issuable, number of shares (in shares) \| shares		10,440
Equity interests issued and issuable		$ 66
Acquisition consideration payable		$ 32
Sierra Well \| Issued At Closing
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [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 \| Held Back To Secure Indemnity Claims
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Equity interest issued or issuable, number of shares (in shares) \| shares	20,741	317,500
Equity interests issued and issuable		$ 2,013
Greengate And Sierra Well
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Pro forma revenue																																		892,128
Pro forma net income (loss)																																		(268,199)
Glass City Alternatives, LLC
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Cash consideration																		$ 2,700
Acquired intangible assets																		2,497
Goodwill																		224
Purchase price adjustment																																										$ 329
Glass City Alternatives, LLC \| Common Class A
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Equity interests issued and issuable																		$ 500
Emerald
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Cash consideration															$ 11,250
Equity interests issued and issuable															10,002									$ 6,992
Acquired intangible assets															$ 25,284
Purchase price adjustment																																									$ 326
Emerald \| Common Class A
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Equity interest issued or issuable, number of shares (in shares) \| shares															541,994									350,644
Emerald \| Residual Purchase Price
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Goodwill															$ 1,555
Emerald \| Deferred Taxes
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Goodwill															$ 6,548
The Herbal Care Center
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Cash consideration												$ 18,750				$ 10,000
Equity interests issued and issuable												22,778
Acquired intangible assets												$ 39,062
Purchase price adjustment																																							$ 2,107
Number of marijuana licenses held \| license												2
The Herbal Care Center \| Common Class A
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Equity interest issued or issuable, number of shares (in shares) \| shares												90,464
The Herbal Care Center \| Common Class B
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Equity interest issued or issuable, number of shares (in shares) \| shares												9,625
The Herbal Care Center \| Residual Purchase Price
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Goodwill												$ 328
The Herbal Care Center \| Deferred Taxes
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Goodwill												11,914
Local Joint
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Cash consideration														$ 10,000									$ 3,500
Equity interests issued and issuable														3,031
Acquired intangible assets														15,819
Goodwill														276
Cash consideration and liabilities incurred														$ 13,500
Local Joint \| Common Class A
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Equity interest issued or issuable, number of shares (in shares) \| shares														179,767
BISHCO LLC
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Cash consideration													$ 18,699									$ 12,750			$ 12,750
Equity interests issued and issuable													78,916
Acquired intangible assets													$ 87,963
Purchase price adjustment																																								$ 1,036
Number of non-profit entities managed \| entity																	3
BISHCO LLC \| Common Class A
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Equity interest issued or issuable, number of shares (in shares) \| shares													997,453
BISHCO LLC \| Common Class B
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Equity interest issued or issuable, number of shares (in shares) \| shares													29,924
BISHCO LLC \| Residual Purchase Price
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Goodwill													$ 14,559
BISHCO LLC \| Deferred Taxes
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Goodwill													$ 23,598
TerraVida Holistic Centers, LLC
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Cash consideration												18,809																			$ 47,500
Equity interests issued and issuable												59,732
Acquired intangible assets												112,418
Goodwill												3,635
Cash consideration and liabilities incurred												$ 64,316
Purchase price adjustment																																							$ 1,993
Number of retail dispensaries operated \| dispensary												3
TerraVida Holistic Centers, LLC \| Common Class A
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [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, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Equity interest issued or issuable, number of shares (in shares) \| shares												15,067
The Healing Center
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Cash consideration								$ 27,784			$ 31,463																		$ 7,116
Equity interests issued and issuable											61,108
Acquired intangible assets											108,850
Goodwill											24,954
Cash consideration and liabilities incurred											56,892
Acquisition consideration payable											$ 18,925
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, Pro Forma Information, Nonrecurring Adjustment [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, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Equity interest issued or issuable, number of shares (in shares) \| shares											25,744
THC Real Estate
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Cash consideration							$ 12,225
THC Real Estate \| Secured Debt \| Credit Facility
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Consideration transferred, liabilities incurred							12,650
Proceeds from lines of credit							20
Debt issuance costs, gross							$ 405
Mad River Remedies, LLC
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Cash consideration										$ 12,984
Equity interests issued and issuable										7,814
Acquired intangible assets										18,720
Goodwill										$ 498
Purchase price adjustment																																					$ 29
Mad River Remedies, LLC \| Common Class A
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Equity interest issued or issuable, number of shares (in shares) \| shares										488,861
Agri-Kind And Agronomed Holdings, Inc.
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Cash consideration									$ 43,713																				31,500	$ 35,813
Equity interests issued and issuable									50,994																				$ 952
Acquired intangible assets									134,563
Goodwill									3,115
Cash consideration and liabilities incurred									78,848
Acquisition consideration payable									$ 33,971																																					$ 2,483
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, Pro Forma Information, Nonrecurring Adjustment [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, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Cash consideration									$ 10,473																				$ 3,000
Equity interests issued and issuable									51,509																	$ 7,487			$ 15,592
Acquired intangible assets									96,684
Acquisition consideration payable									$ 42,493																																					$ 2,508
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 \| Common Class A
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [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 \| Residual Purchase Price
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Goodwill									$ 2,625
Agronomed \| Deferred Taxes
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Goodwill																			$ 29,913							$ 29,913								29,913
Agronomed \| Earnout Contingent Consideration
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Equity interests issued and issuable																													$ 962
Agronomed \| Earnout Contingent Consideration \| Common Class A
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Equity interest issued or issuable, number of shares (in shares) \| shares																													83,566
Willow Brook Wellness, LLC
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Cash consideration						$ 14,913
Equity interests issued and issuable						8,163
Acquired intangible assets						21,267
Goodwill						$ 438
Purchase price adjustment																																			$ 14
Willow Brook Wellness, LLC \| Common Class A
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Equity interest issued or issuable, number of shares (in shares) \| shares						727,934
Caring Nature, LLC
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Cash consideration					$ 12,331
Equity interests issued and issuable					12,000																					$ 1,734	$ 2,614	5,540
Acquired intangible assets					24,994
Adjustments to purchase price allocation																																		56
Acquisition consideration payable	$ 2,000				$ 2,000																												$ 2,000											$ 2,000
Purchase price adjustment																												$ 56
Payments for previous acquisition																					$ 56
Equity interests issued and issuable, payment term					12 months
Gain (loss) from share issuance																																		2,112
Caring Nature, LLC \| Common Class A
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Equity interest issued or issuable, number of shares (in shares) \| shares																										619,963	505,613	808,258
Caring Nature, LLC \| Residual Purchase Price
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Goodwill					$ 761
Caring Nature, LLC \| Deferred Taxes
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Goodwill					$ 7,123
Connecticut Pharmaceutical Solutions, Inc.
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Cash consideration				$ 6,402
Equity interests issued and issuable				98,538																$ 17,683
Adjustments to purchase price allocation																																		(2,745)
Acquisition consideration payable																																													$ 19,622
Gain (loss) from share issuance																																		$ 7,023
Deferred equity interests issuable				14,483
Connecticut Pharmaceutical Solutions, Inc. \| Licenses
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Acquired intangible assets				116,063
Connecticut Pharmaceutical Solutions, Inc. \| Tradenames
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Acquired intangible assets				$ 8,829
Connecticut Pharmaceutical Solutions, Inc. \| Common Class A
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [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
Connecticut Pharmaceutical Solutions, Inc. \| Residual Purchase Price
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Goodwill				$ 4,560
Connecticut Pharmaceutical Solutions, Inc. \| Deferred Taxes
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Goodwill				$ 36,267

Statement of Changes in Shareholders' Equity - USD ($) $ in Thousands	Total	Subordinate Voting Shares (as converted)	Share Capital	Accumulated Other Comprehensive Income (Loss)	Accumulated Earnings (Deficit)	Non- Controlling Interest
Beginning balance (in shares) at Dec. 31, 2020	279,900,000
Limited Liability Company (LLC) Members' Equity [Abstract]
Issuance of Verano Holdings Corp. shares in redemption of membership units (in shares)	(279,900,000)
Beginning balance at Dec. 31, 2020	$ 153,398		$ 137,914		$ 9,247	$ 6,237
Beginning balance at Dec. 31, 2020				$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of shares, new issues	652,217		652,217
Issuance of Verano Holdings Corp. shares in redemption of membership units (in shares)		279,900,000
Reverse takeover ("RTO Financing"), net (in shares)		10,100,000
Reverse takeover (“RTO Financing”), net	95,420		95,420
Distributions to minority holders	(1,675)					(1,675)
Purchase of Non-controlling interest	(12,265)		505		(6,975)	(5,795)
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
Warrants issued and exercised	75,100		75,100
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
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of shares to relieve liability obligations, net (in shares)		828,239
Issuance of shares, new issues	2,610		2,610
Share-based compensation (in shares)		1,636,937
Share-based compensation	13,273		13,273
Foreign Currency Translation Adjustment	(5)			(5)
Contingent consideration & other adjustments to purchase accounting (in shares)		1,625,546
Net Income (Loss)	(117,348)				(117,348)
Ending balance (in shares) at Dec. 31, 2023		344,074,096
Ending balance at Dec. 31, 2023	$ 1,240,080		$ 1,681,840	$ (13)	$ (441,747)	$ 0

TRANSACTIONS - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Sep. 07, 2022	Mar. 11, 2022	Dec. 31, 2021	Dec. 20, 2021	Oct. 25, 2021	Sep. 30, 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
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	$ 231,291	$ 269,088			368,130
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
AME Parties 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
AME Parties 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)
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 \| AME Parties Florida
Business Acquisition [Line Items]
Goodwill																		13,581
Residual Purchase Price \| AME Parties 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 \| AME Parties Florida
Business Acquisition [Line Items]
Goodwill																		122,349
Deferred Taxes \| AME Parties 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 \| AME Parties Florida
Business Acquisition [Line Items]
Total intangible assets																		319,928
Licenses \| AME Parties Arizona
Business Acquisition [Line Items]
Total intangible assets																		130,670
Tradename \| AME Group
Business Acquisition [Line Items]
Total intangible assets																		45,258
Tradename \| AME Parties Florida
Business Acquisition [Line Items]
Total intangible assets																		36,278
Tradename \| AME Parties 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 \| AME Parties Florida
Business Acquisition [Line Items]
Total intangible assets																		5,431
Intellectual Property and Technology \| AME Parties Arizona
Business Acquisition [Line Items]
Total intangible assets																		$ 885

FAIR VALUE MEASURMENTS (Tables)

12 Months Ended

Dec. 31, 2023

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, 2023
	Level 1		Level 2		Level 3		Total
Cash and Cash Equivalents	$	174,760	$	—	$	—	$	174,760
Investments	2,294		—		—		2,294
Acquisition Consideration Payable	—		—		(3,915)		(3,915)
Total	$	177,054	$	—	$	(3,915)	$	173,139


	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

INVENTORY (Tables)

12 Months Ended

Dec. 31, 2023

Inventory Disclosure [Abstract]

Schedule of Inventory, Current

The Company’s inventory consists of the following as of December 31, 2023 and December 31, 2022:


	As of December 31,
	2023		2022
Raw Materials	$	5,336	$	7,120
Work in Process	107,438		123,101
Finished Goods	27,913		34,311

Total Inventory	$	140,687	$	164,532

SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Basis of Presentation

The consolidated financial statements for the years ended December 31, 2023, December 31, 2022 and December 31, 2021, have been prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”) and in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). 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 (“ASC 810”). All transactions and balances between these entities have been eliminated upon consolidation.

The Company’s ownership percentages for owned subsidiaries and entities over which the Company has control, in some cases 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, 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. The Company has banking or similar relationships in all jurisdictions in which it operates. In addition, the Company has cash balances in excess of Federal Deposit Insurance Corporation and Canadian Deposit Insurance Corporation limits. The Company has historically not experienced losses related to these deposits.

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 Statements of Operations.

During the year ended December 31, 2023, the Company received notification that the DGV Group, LLC ("DGV"), an entity in which the Company held an equity interest, was permanently ceasing operations. The Company recorded an impairment loss for the full value of the equity method investment of $6,571 as DGV was previously held as an Investment in Associates on the Company’s Consolidated Balance Sheets.

There were no impairment charges recorded for the years ended December 31, 2022 and 2021.

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. Assets under construction are related to facilities not yet completed or otherwise not placed in service which, the majority, are pending future legislative changes.

During the year ended December 31, 2023, the Company recorded a fixed asset impairment charge of $8,573 associated with its Massachusetts cultivation facility. No such impairment charges were recorded during the years ended December 31, 2022 and 2021.

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 (“FASB”) 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 Accounting Standards Update (“ASU”) 2011-08, Intangibles-Goodwill and Other-Testing Goodwill for Impairment. In performing the Company’s annual goodwill impairment analysis, 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.

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.

During the year ended December 31, 2023, the Company recorded goodwill impairment charges of (i) $33,622 associated with its Arizona cultivation (wholesale) reporting unit, (ii) $4,245 associated with its Nevada retail reporting unit, and (iii) $64 associated with its Massachusetts cultivation (wholesale) reporting unit, as the carrying values of the reporting units exceeded the estimated fair value by such amounts. Impairment charges stemmed from the competitive environment in the Arizona, Nevada, and Massachusetts cannabis markets. 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, 2023.

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.

As a result of our goodwill impairment assessment performed during the year ended December 31, 2021, there were no such impairment charges deemed necessary.

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 12 - 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 (ASC 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. Discounts issued with respect to retail sales are not variable consideration and represent a margin-driven decision. The variability is settled prior to determination of transaction price. Given a retail sale is a single performance obligation at a point in time, transaction price is a standalone selling price, and transaction price is fixed given it is ascertained by list price less discount.

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.


2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

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 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.

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 18 – 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 in the normal course of business. Periodically, the Company reviews the status of each significant matter and assesses the potential financial exposure. If the potential loss from any claim or legal proceeding is considered probable, and the amount can be reliably estimated, such amount is recognized as a liability on the Company’s Consolidated Balance Sheets.

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 Statements of Operations.


2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

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.

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.

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 Statements 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 with 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 Company’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.


2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

Segment Reporting

n 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.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 Statements 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. The fair value of stock options is estimated using the Black-Scholes valuation model, which requires assumptions for expected volatility, expected dividends, the risk-free interest rate and the expected term.

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. 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.


2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(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. In performing our annual goodwill impairment test, we may start with an optional qualitative assessment as allowed for under the accounting guidance. As part of the qualitative assessment, we evaluate all events and circumstances, including both positive and negative events, in their totality, to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If we bypass the qualitative assessment, or if the qualitative assessment indicates that a quantitative analysis should be performed, we perform a quantitative test for impairment. 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 year ended December 31, 2021, 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 year ended December 31, 2021.

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 and the allocation of shared or corporate costs. 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 years ended December 31, 2023 and 2022, the Company determined three and four of the reporting units, respectively, were impaired. See Note 7 - Goodwill for further details.


2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(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


2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(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 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.

Recent Accounting Pronouncements

The FASB and the SEC have issued certain accounting pronouncements as of December 31, 2023 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 Form 10-K, 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

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

SIGNIFICANT ACCOUNTING POLICIES


2. SIGNIFICANT ACCOUNTING POLICIES

(a)Basis of Presentation

(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


2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(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 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.


2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(f)Variable Interest Entities & Non-Controlling Interests

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

(h)Accounts Receivable and Expected Credit Loss


2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(i)Inventory

(j)Investment in Associates

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

There were no impairment charges recorded for the years ended December 31, 2022 and 2021.


2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(k)Property, Plant and Equipment


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

(l)Intangible Assets


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


2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

During the fourth quarters and years ended December 31, 2023 and 2022, the Company performed quantitative analyses and determined that (i) a license associated with its Massachusetts cultivation (wholesale) reporting unit was fully impaired during the year ended December 31, 2023 and (ii) a license associated with its Arizona cultivation (wholesale) reporting unit, was fully impaired during the year ended December 31, 2022. During the years ended December 31, 2023 and December 31, 2022, the Company recorded impairment charges of $5,113 and $116,151 associated with these intangible assets, respectively.

No such impairment charges were recorded during the year ended December 31, 2021.

(m)Goodwill

As a result of our goodwill impairment assessment performed during the year ended December 31, 2021, there were no such impairment charges deemed necessary.


2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(n)Leased Assets

•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.

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

•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


2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(o)Advertising

Advertising costs are charged to expense when incurred. Advertising expenses totaled $9,672, $15,997 and $8,644 for the years ended December 31, 2023, 2022 and 2021, respectively.

(p)Income Taxes

As discussed further in Note 12 - Income Taxes, the Company is subject to the limitations of Section 280E of the Internal Revenue Code of 1986, as amended (the “Code”).


2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(q)Revenue Recognition

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

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.


2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(r)Fair Value of Financial Instruments

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.

(s)Commitments and Contingencies


2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(t)Impairment of Other Long-Lived Assets

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. The fair value of the long-lived assets included in an impaired asset group may be determined using an income, market, or cost approach, or a combination thereof. The income approach utilizes assumptions including management’s best estimates of the expected future cash flows and the estimated useful life of the asset group. The cost approach utilizes assumptions for the current replacement costs of similar assets adjusted for estimated depreciation and deterioration of the existing equipment and economic obsolescence. The market approach requires the use of judgment in evaluating market comparable assets. Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions and factors. The fair value measurements for the asset group fair values represent Level 3 measurements.

During the year ended December 31, 2023 and 2022, the Company recorded full impairment charges associated with (i) its Massachusetts cultivation (wholesale) license of $5,113 and (ii) its Arizona cultivation (wholesale) license of $116,151, respectively. Additionally, during the year ended December 31, 2023, the Company recorded a fixed asset impairment charge of $8,573 associated with its Massachusetts cultivation facility. Impairment charges stemmed from the competitive environment in the Massachusetts and Arizona cannabis markets. There were no impairment charges related to intangible assets for the year ended December 31, 2021 and no impairment charges related to property, plant and equipment for the years ended December 31, 2022, and 2021.

(u)Earnings (Loss) per Share

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 losses per share for the years ended December 31, 2023, 2022 and 2021 because their impact would have been anti-dilutive.


2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(v)Business Combinations


2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(w)Segment Reporting

The Company determines its segment reporting in accordance with ASC 280, Segment Reporting. As outlined in ASC 280, 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.

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, 2023, 2022 and 2021.

(x)Stock-Based Payments

Equity settled stock-based payments under stock-based payments plans are ultimately recognized as an expense in the Consolidated Statements of Operations with a corresponding credit to equity.

(y)Assets Held for Sale


2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(z)Significant Accounting Judgments, Estimates, and Assumptions

(i)Estimated Useful Lives and Amortization of Intangible Assets

(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


2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(iv)Goodwill Impairment

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 and the allocation of shared or corporate costs. The market approach estimates fair value using comparable marketplace fair value data from within a comparable industry grouping.


2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(v)Property, Plant and Equipment Impairment

(vi)Discount Rate for Leases

(vii)Business Combinations

(viii) Consolidation


2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(ix) Expected Credit Loss

(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

(aa) Recent Accounting Pronouncements

TRANSACTIONS - Business Acquisition, Pro Forma Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Revenues, net of acquirer since acquisition date, actual		$ 409,708
Net loss of acquirer since acquisition date, actual		(86,250)
Revenue, net of discounts, consolidated results	$ 938,452	879,412	$ 737,850
Net income (loss), consolidated results	$ (117,348)	(269,164)	$ (57,507)
AME Parties
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Revenues, net of acquiree since acquisition date, actual		237,613
Net loss of acquiree since acquisition date, actual		(46,454)
Other Acquisitions
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Revenues, net of acquiree since acquisition date, actual		232,091
Net loss of acquiree since acquisition date, actual		$ (136,460)

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481687/323-10-50-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482907/825-10-50-28

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482765/220-10-50-6

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-3

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-8

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-9

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-4

Reference 13: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
-SubTopic 830
-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480167/946-830-55-10

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section 45
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483581/946-220-45-7

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(18))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(9))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(1)(d))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 20: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 29: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 30: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 31: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 60B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B

Reference 32: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 33: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 34: http://www.xbrl.org/2003/role/disclosureRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483499/205-20-50-7

Reference 35: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 230
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 28
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482740/230-10-45-28

Reference 36: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482790/220-10-45-1A

Reference 37: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482790/220-10-45-1B

Reference 38: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(20))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2

Reference 39: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(22))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

+ Details

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 924
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479941/924-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-40

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-4

+ Details

SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Schedule of Controlled Entities


2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

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, 2023 and December 31, 2022:


	As of December 31,
	2023		2022
Land	$	30,934	$	31,877
Buildings and Improvements	194,274		197,819
Furniture and Fixtures	19,884		16,189
Computer Equipment and Software	25,861		21,478
Leasehold Improvements	230,877		211,785
Tools and Equipment	90,386		88,507
Vehicles	4,373		4,992
Assets Under Construction (1)	39,844		41,800

Total Property, Plant and Equipment, Gross	636,433		614,447
Less: Accumulated Depreciation	(135,129)		(88,542)

Property, Plant and Equipment, Net	$	501,304	$	525,905

(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, 2022	$	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 of December 31, 2022	$	614,447	$	(88,542)	$	525,905
Additions	35,815		—		35,815
Disposals and other	(4,260)		2,093		(2,167)
Impairment	(9,569)		996		(8,573)
Depreciation	—		(49,676)		(49,676)

Balance as of December 31, 2023	$	636,433	$	(135,129)	$	501,304

Schedule of Finite-Lived Intangible Assets

Amortization periods by class of intangible assets with finite lives were as follows as of December 31, 2023:


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

As of December 31, 2023 and December 31, 2022, intangible assets consisted of the following:


	Licenses		Tradenames		Technology		Total
Cost
Balance as of January 1, 2023	$	1,274,981	$	54,166	$	6,431	$	1,335,578
Impairment	(7,605)		—		—		(7,605)
Other Additions(1)	1,950		—		—		1,950
Balance as of December 31, 2023	$	1,269,326	$	54,166	$	6,431	$	1,329,923

Accumulated Amortization
Balance as of January 1, 2023	143,246		9,579		1,987		154,812
Amortization	84,997		5,422		1,038		91,457
Impairment	(2,492)		—		—		(2,492)
Balance as of December 31, 2023	$	225,751	$	15,001	$	3,025	$	243,777

Net Book Value
Balance as of January 1, 2023	1,131,735		44,587		4,444		1,180,766
Balance as of December 31, 2023	$	1,043,575	$	39,165	$	3,406	$	1,086,146

(1) The Company obtained a license following regulatory approval where payment consideration occurred in prior periods.


	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

SEGMENTS

12 Months Ended

Dec. 31, 2023

Segment Reporting [Abstract]

SEGMENTS


15. 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:


	For the Years Ended December 31,
	2023		2022		2021
					(As Restated)
Revenue, net of discounts
Cultivation (Wholesale)	$	347,836	$	276,281	$	226,858
Retail	741,426		721,279		582,472
Intersegment Eliminations	(150,810)		(118,148)		(71,480)
Total revenue, net of discounts	$	938,452	$	879,412	$	737,850

Depreciation and amortization
Cultivation (Wholesale)	$	73,851	$	78,120	$	54,460
Retail	67,282		63,267		41,784
Total depreciation and amortization	$	141,133	$	141,387	$	96,244

Income taxes
Cultivation (Wholesale)	$	44,687	$	52,147	$	58,601
Retail	100,459		53,323		45,387
Total income taxes	$	145,146	$	105,470	$	103,988

Net income (loss)
Cultivation (Wholesale)	$	(1,107)	$	(105,135)	$	53,191
Retail	(116,241)		(164,029)		(110,698)
Total net income (loss)	$	(117,348)	$	(269,164)	$	(57,507)


	As of December 31,
	2023		2022
Assets
Cultivation (Wholesale)	$	1,176,407	$	1,135,257
Retail	1,142,338		1,260,798
Total assets	$	2,318,745	$	2,396,055

Liabilities
Cultivation (Wholesale)	$	252,624	$	234,687
Retail	826,041		819,818
Total liabilities	$	1,078,665	$	1,054,505

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 (cultivation (wholesale) and retail). 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 (cultivation (wholesale) and retail) which were primarily determined based on the licenses each market holds. 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
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-15

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-40

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//280/tableOfContent

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 26
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-26

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 34
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-34

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-21

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-21

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

+ Details

CONTINGENCIES & OTHER

12 Months Ended

Dec. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

CONTINGENCIES & OTHER


14. 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. As of December 31, 2023, 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 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, the Company entered into an Arrangement Agreement (the "GGH Arrangement Agreement") with Goodness Growth Holdings, Inc. ("GGH"), pursuant to which it agreed to acquire all of the issued and outstanding equity interests of GGH in exchange for equity interests in the Company, subject to the conditions set forth in the GGH Arrangement Agreement. On October 13, 2022, the Company provided written notice to GGH of GGH’s breach of the GGH Arrangement Agreement and exercised the Company’s termination rights under the GGH Arrangement Agreement. On October 21, 2022, GGH filed suit against the Company 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, on November 14, 2022. the Company filed a counterclaim asserting that GGH owes it 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 7, 2022, in which GGH denied it was obligated to pay any termination fee or transaction expenses. As of December 31, 2023, both the Company and GGH are engaged in on-going discovery efforts. The Company can provide no guarantees or assurances that it will prevail or settle this lawsuit or its counterclaim on favorable terms, if at all, and an adverse outcome could have a material adverse effect on its business, results of operations and financial condition.

(b)Contingencies

During the first quarter of 2023, the Company discovered a potential liability related to a previous acquisition that was deemed to be both probable and estimable. Per ASC 450 Contingencies, when both of these criteria are present, a contingent liability should be recorded. Based on this, the Company recorded a corresponding charge in Other Income, net of $1,893 during the year ended December 31, 2023.


14. CONTINGENCIES & OTHER (Continued)

(c)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 cannabis 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.

INCOME TAXES - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Income/(Loss) before Income Taxes	$ 27,798	$ (163,403)	$ 48,990
Statutory Tax Rate	21.00%	21.00%	21.00%
Expense/(Recovery) based on Statutory Rate	$ 5,838	$ (34,314)	$ 9,965
Other Permanent Differences	225	1,068	435
Goodwill Impairment	9,345	17,265	0
Nondeductible 280E	79,731	84,751	59,874
Penalties and Interest	29,581	12,305	5,331
Non-controlling Interests	1,326	1,319	411
State Taxes	15,248	24,389	25,324
Prior Year True Ups	5,646	4,362	3,068
State Rate Change on Deferred Taxes	(1,066)	(2,531)	0
Discrete Items	0	0	(420)
Acquisition Purchase Price Remeasurement	(728)	(3,144)	0
Income Tax Expense	$ 145,146	$ 105,470	$ 103,988

SHARE CAPITAL - Share-Based Payment Arrangement, Expensed and Capitalized, Amount (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total Stock Based Compensation Expense	$ 13,230	$ 39,054	$ 45,250
Stock Options
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total Stock Based Compensation Expense	255	300	387
Restricted Stock Units
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total Stock Based Compensation Expense	$ 12,975	$ 38,754	$ 44,863

LEASES - Lease, Cost (Details)	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Weighted average remaining lease term - years	8 years 2 months 8 days	8 years 1 month 13 days	8 years 6 months 7 days
Weighted average discount rate	9.52%	8.02%	8.11%

SHARE CAPITAL - Schedule of Stock Options Roll Forward (Details) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Number of Shares
Unvested Options beginning balance (in shares)	19,997
Granted (in shares)	0
Forfeited (in shares)	0
Vested (in shares)	19,997
Unvested Options ending balance (in shares)	0	19,997
Inception to date Vested and Exercisable (in shares)	38,956
Weighted Avg. Exercise Price C$
Unvested Options beginning balance (in dollars per share)	$ 0	$ 30.13
Granted (in dollars per share)	0
Forfeited (in dollars per share)	0
Vested (in dollars per share)	30.12
Unvested Options ending balance (in dollars per share)	0	$ 30.13
Inception to date Vested and Exercisable (in dollars per share)	$ 29.98
Weighted Average Remaining Contractual Life
Unvested	0 years	8 years 1 month 17 days
Inception to date Vested and Exercisable	7 years 1 month 9 days

Cover - USD ($)	12 Months Ended
Cover - USD ($)	Dec. 31, 2023	Mar. 13, 2024	Jun. 30, 2023
Document Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2023
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	224 W Hill Street
Entity Address, Address Line Two	Suite 400
Entity Address, City or Town	Chicago
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60610
City Area Code	312
Local Phone Number	265-0730
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	true
Document Financial Statement Error Correction	false
Entity Shell Company	false
Entity Public Float			$ 714,538,753
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 2024 are incorporated by reference into Part III of this Annual Report on Form 10-K.
Entity Central Index Key	0001848416
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Amendment Flag	false
Common Class A
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		344,074,096
Common Class B
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		0

LEASES (Tables)

12 Months Ended

Dec. 31, 2023

Leases [Abstract]

Lease, Cost

Other information related to operating leases as of and for the years ended December 31, 2023, 2022, and 2021 were as follows:


	2023		2022		2021
Weighted average remaining lease term - years	8.19		8.12		8.52
Weighted average discount rate	9.52	%	8.02	%	8.11	%

Lessee, Operating Lease, Liability, Maturity

Maturities of lease liabilities for operating leases as of December 31, 2023 were as follows:


Year Ending December 31,	Maturities of Lease Liability
2024	$	17,945
2025	17,880
2026	16,865
2027	16,197
2028	15,630
Thereafter	59,442
Total Lease Payments	143,959
Less: Imputed Interest	(46,812)
Present Value of Lease Liability	$	97,147

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Current Assets:
Cash and Cash Equivalents	$ 174,760	$ 84,851
Accounts Receivable, net	38,981	16,580
Held for Sale Assets	1,955	3,433
Inventory	140,687	164,532
Prepaid Expenses and Other Current Assets	37,813	48,879
Total Current Assets	394,196	318,275
Property, Plant and Equipment, net	501,304	525,905
Right of Use Assets, net	93,459	82,278
Intangible Assets, net	1,086,146	1,180,766
Goodwill	231,291	269,088
Investment in Associates	100	6,977
Deposits and Other Assets	12,249	12,766
TOTAL ASSETS	2,318,745	2,396,055
Current Liabilities:
Accounts Payable	31,281	40,501
Accrued Liabilities	66,766	41,762
Income Tax Payable	248,471	252,767
Current Portion of Lease Liabilities	9,750	8,889
Current Portion of Debt	52,005	24,464
Acquisition Consideration Payable	3,915	18,262
Total Current Liabilities	412,188	386,645
Long-Term Liabilities:
Debt, net of Current Portion	393,637	388,540
Lease Liabilities, net of Current Portion	87,397	76,853
Deferred Income Taxes	182,215	196,473
Other Long-Term Liabilities	3,228	5,994
Total Long-Term Liabilities	666,477	667,860
TOTAL LIABILITIES	1,078,665	1,054,505
SHAREHOLDERS’ EQUITY	1,240,080	1,341,550
NON-CONTROLLING INTEREST	0	0
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$ 2,318,745	$ 2,396,055

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, 2023 USD ($) segment reportingUnit shares	Dec. 31, 2022 USD ($) reportingUnit shares	Dec. 31, 2021 USD ($) shares
Property, Plant and Equipment [Line Items]
Inventory			$ 140,687,000	$ 164,532,000
Income tax payable			248,471,000	252,767,000
Deferred income taxes			182,215,000	196,473,000
Cost of goods sold, net			463,246,000	456,350,000	$ 406,831,000
Salaries and benefits expense			331,928,000	356,569,000	270,929,000
Tax expense			(145,146,000)	(105,470,000)	(103,988,000)
Noncontrolling interest, decrease from distributions to noncontrolling interest holders					1,675,000
Investments in associates			100,000	6,977,000
Equity income			84,784,000	(161,131,000)	64,713,000
Disposition of investments			0	(14,103,000)	0
Decrease in fair value of contingent consideration			3,466,000	14,669,000	12,469,000
Accounts receivable, allowance for credit loss,			1,397,000	346,000
Loss on impairment of investment in associates			$ 6,571,000	$ 0	$ 0
Impairment, Long-Lived Asset, Held-for-Use, Statement of Income or Comprehensive Income [Extensible Enumeration]			Loss on impairment - license & fixed assets	Loss on impairment - license & fixed assets	Loss on impairment - license & fixed assets
Impairment of fixed assets			$ 8,573,000	$ 0	$ 0
Impairment, Intangible Asset, Finite-Lived, Statement of Income or Comprehensive Income [Extensible Enumeration]			Loss on impairment - license & fixed assets	Loss on impairment - license & fixed assets	Loss on impairment - license & fixed assets
Impairment of intangible assets, finite-lived			$ 5,113,000	$ 116,151,000	$ 0
Goodwill, impairment loss			37,931,000	113,031,000	0
Advertising expense			$ 9,672,000	$ 15,997,000	$ 8,644,000
Common stock conversion ratio			100
Potentially dilutive share equivalents included in the computation of diluted losses per share (in shares) \| shares			0	0	0
Number of reportable segments \| segment			2
Assets held-for-sale			$ 1,955,000	$ 3,433,000
Number of reporting units impaired \| reportingUnit			3	4
DGV Group, LLC
Property, Plant and Equipment [Line Items]
Loss on impairment of investment in associates			$ 6,571,000
Non- Controlling Interest
Property, Plant and Equipment [Line Items]
Noncontrolling interest, decrease from distributions to noncontrolling interest holders					$ 1,675,000
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 \| Variable Interest Entity, Primary Beneficiary \| Accounting For Distributions Error
Property, Plant and Equipment [Line Items]
Equity income	$ 1,638,000				$ 1,537,000
Arizona Cultivation
Property, Plant and Equipment [Line Items]
Goodwill, impairment loss			33,622,000	$ 2,252,000
Nevada Retail
Property, Plant and Equipment [Line Items]
Goodwill, impairment loss			4,245,000
Massachusetts Cultivation
Property, Plant and Equipment [Line Items]
Goodwill, impairment loss			$ 64,000
Arizona Retail
Property, Plant and Equipment [Line Items]
Goodwill, impairment loss				46,537,000
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

Consolidated Statement of Operations - USD ($)	12 Months Ended
Consolidated Statement of Operations - USD ($)	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Statement [Abstract]
Revenues, net of Discounts	$ 938,452,000	$ 879,412,000	$ 737,850,000
Cost of Goods Sold, net	463,246,000	456,350,000	406,831,000
Gross Profit	475,206,000	423,062,000	331,019,000
Selling, General, and Administrative Expenses	331,928,000	356,569,000	270,929,000
Loss on Impairment of Investment in Associates	6,571,000	0	0
Loss on Impairment of Intangibles – Goodwill	37,931,000	113,031,000	0
Loss on Impairment of Intangibles – License & Fixed Assets	13,686,000	116,151,000	0
Total Operating Expenses	390,116,000	585,751,000	270,929,000
Income (Loss) from Investments in Associates	(306,000)	1,558,000	4,623,000
Income (Loss) from Operations	84,784,000	(161,131,000)	64,713,000
Other Income (Expense), net:
Loss on Disposal of Property, Plant and Equipment	(1,123,000)	(157,000)	(1,085,000)
Gain on Deconsolidation	0	9,560,000	0
Gain on Previously Held Equity Interest	0	14,103,000	0
Loss on Debt Extinguishment	(663,000)	(7,987,000)	0
Interest Expense, net	(59,793,000)	(49,431,000)	(24,270,000)
Other Income, net	4,593,000	31,640,000	9,632,000
Total Other Income (Expense), net	(56,986,000)	(2,272,000)	(15,723,000)
Income (Loss) Before Provision for Income Taxes and Non-Controlling Interest	27,798,000	(163,403,000)	48,990,000
Provision For Income Taxes	(145,146,000)	(105,470,000)	(103,988,000)
Net Loss Before Non-Controlling Interest	(117,348,000)	(268,873,000)	(54,998,000)
Net Income Attributable to Non-Controlling Interest	0	291,000	2,509,000
Net Loss Attributable to Verano Holdings Corp. & Subsidiaries	$ (117,348,000)	$ (269,164,000)	$ (57,507,000)
Net Loss per share - basic (in dollars per share)	$ (0.34)	$ (0.81)	$ (0.20)
Net Loss per share - diluted (in dollars per share)	$ (0.34)	$ (0.81)	$ (0.20)
Basic - weighted average shares outstanding (in shares)	342,774,236	331,409,315	290,443,432
Diluted - weighted average shares outstanding (in shares)	342,774,236	331,409,315	290,443,432

INCOME TAXES - Narrative (Details) - USD ($)	12 Months Ended
INCOME TAXES - Narrative (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax Examination [Line Items]
Income taxes paid	$ 166,634,000	$ 70,666,000	$ 27,962,000
Income tax examination, penalties and interest expense	29,581,000
Deferred tax assets, valuation allowance	0	0
Unrecognized tax benefits	2,973,000	$ 5,739,000	$ 0	$ 0
Unrecognized tax benefits, income tax penalties and interest accrued	733,000
Sierra Well
Income Tax Examination [Line Items]
Unrecognized tax benefits	2,973,000
Tax Year 2023
Income Tax Examination [Line Items]
Income tax examination, penalties and interest expense	4,859,000
Tax Year 2022
Income Tax Examination [Line Items]
Income tax examination, penalties and interest expense	13,743,000
Tax Year 2021
Income Tax Examination [Line Items]
Income tax examination, penalties and interest expense	$ 10,979,000

FAIR VALUE MEASURMENTS - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Long-term debt	$ 445,642	$ 413,004
Long-term debt, current maturities	52,005	24,464
Fair Value, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments	2,294	1,805
Level 1 \| Fair Value, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments	$ 2,294	$ 1,805

- Definition

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

+ References + Details

PROPERTY, PLANT AND EQUIPMENT - Reconciliation of the Beginning and Ending Balances of Property, Plant and Equipment (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment, Gross
Beginning balance	$ 614,447,000	$ 498,380,000
Additions	35,815,000	122,626,000
Property, plant and equipment from business combination		5,891,000
Disposals and other	(4,260,000)	(11,196,000)
Deconsolidation from disposition of business combination		(1,254,000)
Impairment	(9,569,000)
Ending balance	636,433,000	614,447,000	$ 498,380,000
Accumulated Depreciation
Beginning balance	(88,542,000)	(46,148,000)
Property, plant and equipment from business combination		(229,000)
Disposals and other	2,093,000	1,596,000
Deconsolidation from disposition of business combination		281,000
Impairment	996,000
Depreciation	(49,676,000)	(44,042,000)
Ending balance	(135,129,000)	(88,542,000)	(46,148,000)
Property, Plant and Equipment, Net
Beginning balance	525,905,000	452,232,000
Additions	35,815,000	122,626,000
Property, plant and equipment from business combination		5,662,000
Disposals and other	(2,167,000)	(9,600,000)
Deconsolidation from disposition of business combination		(973,000)
Impairment	(8,573,000)	0	0
Depreciation	(49,676,000)	(44,042,000)
Ending balance	$ 501,304,000	$ 525,905,000	$ 452,232,000

INCOME TAXES - Schedule of Components of Income Tax Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Current:
Federal	$ 137,375	$ 130,987	$ 104,014
State	22,029	36,624	33,084
Foreign	0	0	0
Total Current:	159,404	167,611	137,098
Deferred:
Federal	(14,366)	(47,211)	(25,540)
State	108	(14,930)	(7,570)
Foreign	0	0	0
Total Deferred	(14,258)	(62,141)	(33,110)
Income Tax Expense	$ 145,146	$ 105,470	$ 103,988

INTANGIBLE ASSETS

12 Months Ended

Dec. 31, 2023

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, 2023 and December 31, 2022, intangible assets consisted of the following:


	Licenses		Tradenames		Technology		Total
Cost
Balance as of January 1, 2023	$	1,274,981	$	54,166	$	6,431	$	1,335,578
Impairment	(7,605)		—		—		(7,605)
Other Additions(1)	1,950		—		—		1,950
Balance as of December 31, 2023	$	1,269,326	$	54,166	$	6,431	$	1,329,923

Accumulated Amortization
Balance as of January 1, 2023	143,246		9,579		1,987		154,812
Amortization	84,997		5,422		1,038		91,457
Impairment	(2,492)		—		—		(2,492)
Balance as of December 31, 2023	$	225,751	$	15,001	$	3,025	$	243,777

Net Book Value
Balance as of January 1, 2023	1,131,735		44,587		4,444		1,180,766
Balance as of December 31, 2023	$	1,043,575	$	39,165	$	3,406	$	1,086,146

(1) The Company obtained a license following regulatory approval where payment consideration occurred in prior periods.


	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


6. INTANGIBLE ASSETS (Continued)

The Company recorded amortization expense for the years ended December 31, 2023, 2022 and 2021 of $91,457, $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 2023 and 2022 annual review, management determined that the Massachusetts cultivation (wholesale) license was impaired and determined that the Arizona cultivation (wholesale) license was impaired, with respect to such years. The Company recorded intangible asset impairment charges of $5,113 and $116,151 on the remaining net book value during the years ended December 31, 2023 and December 31, 2022, respectively.

No such intangible asset impairment charges were recorded during the year ended December 31, 2021.

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 AME Parties 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, 2023:


Year Ending December 31:	Estimated Amortization
2024	$	91,149
2025	91,149
2026	90,434
2027	90,360
2028	90,342
Thereafter	632,712
Total	$	1,086,146

INTANGIBLE ASSETS - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Cost
Beginning balance	$ 1,335,578	$ 1,451,900
Other additions	1,950
Purchases		0
Additions from business combination		21,545
Adjustments to purchase price allocation		(7,197)
Impairment	(7,605)	(130,670)
Ending balance	1,329,923	1,335,578
Accumulated Amortization
Beginning balance	154,812	71,987
Amortization	91,457	97,344
Impairment	(2,492)	(14,519)
Ending balance	243,777	154,812
Net Book Value
Carrying value of intangible asset	1,086,146	1,180,766	$ 1,379,913
Licenses
Cost
Beginning balance	1,274,981	1,386,131
Other additions	1,950
Purchases		0
Additions from business combination		21,545
Adjustments to purchase price allocation		(2,025)
Impairment	(7,605)	(130,670)
Ending balance	1,269,326	1,274,981
Accumulated Amortization
Beginning balance	143,246	66,703
Amortization	84,997	91,062
Impairment	(2,492)	(14,519)
Ending balance	225,751	143,246
Net Book Value
Carrying value of intangible asset	1,043,575	1,131,735	1,319,428
Tradenames
Cost
Beginning balance	54,166	54,166
Other additions	0
Purchases		0
Additions from business combination		0
Adjustments to purchase price allocation		0
Impairment	0	0
Ending balance	54,166	54,166
Accumulated Amortization
Beginning balance	9,579	4,158
Amortization	5,422	5,421
Impairment	0	0
Ending balance	15,001	9,579
Net Book Value
Carrying value of intangible asset	39,165	44,587	50,008
Technology
Cost
Beginning balance	6,431	11,603
Other additions	0
Purchases		0
Additions from business combination		0
Adjustments to purchase price allocation		(5,172)
Impairment	0	0
Ending balance	6,431	6,431
Accumulated Amortization
Beginning balance	1,987	1,126
Amortization	1,038	861
Impairment	0	0
Ending balance	3,025	1,987
Net Book Value
Carrying value of intangible asset	$ 3,406	$ 4,444	$ 10,477

DEBT - Schedule of Maturities of Long-Term Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Principal Payments
2024	$ 58,604
2025	8,384
2026	293,675
2027	6,754
2028	71,975
Thereafter	23,442
Total	462,834
Unamortized Debt Issuance Costs
2024	6,599
2025	5,691
2026	4,369
2027	319
2028	214
Thereafter	0
Total	17,192	$ 20,610
Total Debt Payable
2024	52,005
2025	2,693
2026	289,306
2027	6,435
2028	71,761
Thereafter	23,442
Total debt	$ 445,642	$ 413,004

FAIR VALUE MEASURMENTS - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and Cash Equivalents	$ 174,760	$ 84,851
Investments	2,294	1,805
Acquisition Consideration Payable	(3,915)	(18,262)
Total	173,139	68,394
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and Cash Equivalents	174,760	84,851
Investments	2,294	1,805
Acquisition Consideration Payable	0	0
Total	177,054	86,656
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and Cash Equivalents	0	0
Investments	0	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	0
Acquisition Consideration Payable	(3,915)	(18,262)
Total	$ (3,915)	$ (18,262)

DEBT

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

DEBT


10. DEBT

As of December 31, 2023 and December 31, 2022, debt consisted of the following:


	As of December 31,
	2023		2022
Credit Facility	$	348,950	$	350,000
Secured Promissory Notes	1,582		36,805
Mortgage Loans	111,221		44,985
Vehicle and Equipment Loans	1,081		1,824
Unamortized debt issuance costs	(17,192)		(20,610)

Total debt	$	445,642	$	413,004

Less: current portion of debt	52,005		24,464

Total long-term debt, net	$	393,637	$	388,540

Credit Facility

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, as administrative agent for the lenders, and the 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 Company's previous senior secured term loan credit facility. In connection with such repayment, such previous credit facility 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. Beginning in October 2023, 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 that is not a material event of default or 6.00% upon a material event of default.

At any time, the Company may voluntarily prepay up to $100,000 of the principal balance, subject to a one-time $1,000 prepayment premium upon the first prepayment, and may prepay the remaining outstanding principal balance for a prepayment premium at varying rates based on the timing of any subsequent prepayments. The Borrowers may not voluntarily prepay more than $100,000 of the principal balance without prepaying the entire outstanding principal balance of the loan.


10. DEBT (Continued)

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 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, 2023, the Company was in compliance with such covenants.

George Archos, the Chairman and Chief Executive Officer 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 penalties and fees due to Mr. Archos under the 2022 Credit Agreement are immaterial to the Company.

See “Note 19 – Subsequent Events” for information regarding a $50,000 prepayment under the 2022 Credit Agreement occurring April 30, 2024.

Mortgages

On May 14, 2021, the Company acquired The Healing Center, LLC, which consisted of three dispensaries in the greater Pittsburgh area. The Healing Center operates the dispensaries on three separate real estate parcels (collectively referred to as “THC Real Estate”) and on September 3, 2021, the Company acquired the THC Real Estate. The Company funded the acquisition of the THC Real Estate through a credit facility with Chicago Atlantic Credit Company for $12,650 and interest of 9.75% per annum. This loan has been paid in full and is no longer outstanding as of December 31, 2023.

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 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.

On September 29, 2023, the Company entered into a real estate loan with a community bank to borrow a principal amount of $14,500 secured by real estate in Chester, Pennsylvania. The loan bears an interest rate of 7.5% and matures in October 2028.

On December 26, 2023, the Company entered into a real estate loan with a community bank to borrow a principal amount of $27,999 secured by real estate in Apollo Beach, Florida. The loan bears an interest rate of 8.34% and matures in December 2028.


10. DEBT (Continued)

Vehicle and Equipment Loans

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. This loan has been paid in full and is no longer outstanding as of December 31, 2023.

During the fourth quarter of 2022, the Company agreed to issue a promissory note for the $12,500 of contingent consideration payable for the Agronomed Biologics, LLC acquisition. As a result, the amount due was reclassified from Acquisition Consideration Payable to Current Portion of Debt balance on the Company’s Consolidated Balance Sheets and was payable in equal installments over the term of the note. As of December 31, 2023, this promissory note has been paid in full and is no longer outstanding.

Stated maturities of debt obligations are as follows:


	Principal Payments		Unamortized Debt Issuance Costs		Total Debt Payable
2024	$	58,604	$	6,599	$	52,005
2025	8,384		5,691		2,693
2026	293,675		4,369		289,306
2027	6,754		319		6,435
2028	71,975		214		71,761
Thereafter	23,442		—		23,442

Total	$	462,834	$	17,192	$	445,642

- 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://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//470/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ 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, 2023	Dec. 31, 2022	Dec. 31, 2021
Numerator
Net income (loss) attributable to Verano Holdings Corp. and Subsidiaries			$ (117,348)	$ (269,164)	$ (57,507)
Basic
Weighted-average shares outstanding - basic	158,203,932	307,177,442	342,774,236	331,409,315	290,443,432
Diluted
Weighted-average shares outstanding - diluted	158,203,932	307,177,442	342,774,236	331,409,315	290,443,432
Net Loss per share - basic (in dollars per share)			$ (0.34)	$ (0.81)	$ (0.20)
Net Loss per share - diluted (in dollars per share)			$ (0.34)	$ (0.81)	$ (0.20)
Antidilutive securities excluded from computation of earnings per share, amount (in shares)			2,329,116

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-3

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482635/260-10-55-15

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (e)(4)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-7

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-2

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 60B
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-4

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482662/260-10-50-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-10

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(25))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(27))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(23))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1

Reference 16: http://www.xbrl.org/2003/role/exampleRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 52
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482635/260-10-55-52

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-7

+ Details

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-3

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482635/260-10-55-15

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (e)(4)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-7

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-2

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 60B
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-4

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482662/260-10-50-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(25))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(27))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(23))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1

Reference 15: http://www.xbrl.org/2003/role/exampleRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 52
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482635/260-10-55-52

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-7

+ Details

- Definition

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

+ References

+ Details

TRANSACTIONS - Asset Acquisitions (Details)			12 Months Ended
TRANSACTIONS - Asset Acquisitions (Details)	Jun. 30, 2021 USD ($)	Mar. 09, 2021 USD ($) license dispensary shares	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)
Asset Acquisition [Line Items]
Additions from business combination				$ 21,545,000
NSE
Asset Acquisition [Line Items]
Number of marijuana licenses held \| license		1
Number of retail dispensaries operated \| dispensary		3
Cash consideration		$ 7,350,000
Equity interest issued and issuable		25,160,000
Additions from business combination		55,016,000
Contingent consideration		$ 22,514,000
Decrease in contingent consideration			$ 3,466,000	10,906,000
Present value of unpaid deferred consideration				$ 3,466,000
Asset acquisition, contingent consideration, liability			$ 0
NSE \| Common Class A
Asset Acquisition [Line Items]
Equity interest issued or issuable, number of shares (in shares) \| shares		666,587
NSE \| Common Class B
Asset Acquisition [Line Items]
Equity interest issued or issuable, number of shares (in shares) \| shares		6,665
Ohio Grown Therapies, LLC
Asset Acquisition [Line Items]
Additions from business combination	$ 760,000

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Pay vs Performance Disclosure
Net income (loss) attributable to Verano Holdings Corp. and Subsidiaries	$ (117,348)	$ (269,164)	$ (57,507)

- Definition

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

+ References

+ Details

SEGMENTS - Schedule of Segment Reporting Information, by Segment (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Segment Reporting Information [Line Items]
Total revenue, net of discounts	$ 938,452	$ 879,412	$ 737,850
Total depreciation and amortization	141,133	141,387	96,244
Total income taxes	145,146	105,470	103,988
Total net income (loss)	(117,348)	(269,164)	(57,507)
Total assets	2,318,745	2,396,055
Total liabilities	1,078,665	1,054,505
Intersegment Eliminations
Segment Reporting Information [Line Items]
Total revenue, net of discounts	(150,810)	(118,148)	(71,480)
Cultivation
Segment Reporting Information [Line Items]
Total depreciation and amortization	73,851	78,120	54,460
Total income taxes	44,687	52,147	58,601
Total net income (loss)	(1,107)	(105,135)	53,191
Total assets	1,176,407	1,135,257
Total liabilities	252,624	234,687
Cultivation \| Operating Segments
Segment Reporting Information [Line Items]
Total revenue, net of discounts	347,836	276,281	226,858
Retail
Segment Reporting Information [Line Items]
Total depreciation and amortization	67,282	63,267	41,784
Total income taxes	100,459	53,323	45,387
Total net income (loss)	(116,241)	(164,029)	(110,698)
Total assets	1,142,338	1,260,798
Total liabilities	826,041	819,818
Retail \| Operating Segments
Segment Reporting Information [Line Items]
Total revenue, net of discounts	$ 741,426	$ 721,279	$ 582,472

SHARE CAPITAL (Tables)

12 Months Ended

Dec. 31, 2023

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, 2022	19,997	30.13	8.13
Granted	—	—	—
Forfeited	—	—	—
Vested	19,997	30.12	—
Unvested Options Balance at December 31, 2023	—	—	0.00
Inception to date Vested and Exercisable at December 31, 2023	38,956	29.98	7.11

Schedule of Unvested Restricted Stock Units Roll Forward

The following table summarizes the number of unvested RSU awards as of December 31, 2023 and December 31, 2022 and the changes during the year ended December 31, 2023:


	Number of Shares	Weighted Avg. Grant Date Fair Value C$
Unvested RSUs at December 31, 2022	2,981,327	11.39
Granted	8,721,824	4.02
Forfeited	1,222,580	5.57
Vested	1,668,034	12.30
Unvested RSUs at December 31, 2023	8,812,537	4.72

Share-Based Payment Arrangement, Expensed and Capitalized, Amount

The stock-based compensation expense for the years ended December 31, 2023, December 31, 2022 and December 31, 2021, were as follows:


	Years Ended December 31,
	2023		2022		2021
					(As Restated)
Stock Options	$	255	$	300	$	387
Restricted Stock Units	12,975		38,754		44,863
Total Stock Based Compensation Expense	$	13,230	$	39,054	$	45,250

CONTINGENCIES & OTHER (Details) - USD ($) $ in Thousands		12 Months Ended
CONTINGENCIES & OTHER (Details) - USD ($) $ in Thousands	Nov. 14, 2022	Dec. 31, 2023
Loss Contingencies [Line Items]
Loss contingency accrual		$ 1,893
Loss contingency accrual, provision		$ 1,893
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

GOODWILL

12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL


7. GOODWILL

The Company’s assets are aggregated into two reportable segments: Cultivation (Wholesale) and Retail.

The changes in the carrying amount of goodwill, by reportable segment, for the years ended December 31, 2022 and 2023 were as follows:


	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


	January 1, 2023		Impairment		Adjustments to purchase price allocation		Acquisitions		December 31, 2023
Cultivation	$	83,004	$	(33,686)	$	—	$	—	$	49,318
Retail(1)	186,084		(4,245)		134		—		181,973
	$	269,088	$	(37,931)	$	134	$	—	$	231,291

(1) One of the Company’s reporting units, with $1,293 of allocated goodwill, had a negative carrying value as of December 31, 2023.

During the year ended December 31, 2023, the Company recognized impairment charges of (i) $33,622 associated with its Arizona cultivation (wholesale) reporting unit, (ii) $4,245 associated with its Nevada retail reporting unit, and (iii) $64 associated with its Massachusetts cultivation (wholesale) reporting unit as the carrying values of the reporting units exceeded the estimated fair value by such amounts. The impairment charges recorded for these reporting units was driven largely by fluctuations in underlying valuation assumptions related to working capital requirements of a market participant at each reporting unit, which are an input into the discounted cash flow analysis used to estimate the fair value of each of the three reporting units noted above. As of December 31, 2023, and after recognizing the aforementioned impairment charges, the remaining carrying value of goodwill for the Arizona cultivation reporting unit was $11,623, and the carrying value of goodwill for the Nevada retail and Massachusetts cultivation reporting units were fully impaired.

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. During the year ended December 31, 2022, the carrying value of goodwill for the Arizona cultivation reporting unit is $41,801, and the goodwill for the 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.


7. GOODWILL (Continued)

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. During the year ended December 31, 2023, the Company recorded a measurement period adjustment which led to a net increase of $134 to goodwill. The Company obtained additional information about the facts and circumstances that existed at the time of the acquisition date that led to changes in provisional amounts recognized in the initial opening financials for income taxes.

EARNINGS (LOSSES) PER SHARE

12 Months Ended

Dec. 31, 2023

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, if any, 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, if any, accounted for on an as converted to Subordinate Voting Shares basis) outstanding, to the extent dilutive.


	For the Years Ended December 31,
	2023		2022		2021
					(As Restated)
Numerator
Net Income (Loss) attributable to Verano Holdings Corp.	$	(117,348)	$	(269,164)	$	(57,507)

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	342,774,236		331,409,315		290,443,432

Diluted
Pre-RTO weighted-average shares outstanding	—		—		158,203,932
Post-RTO weighted-average shares outstanding	—		—		307,177,442
Weighted-average shares outstanding – diluted	342,774,236		331,409,315		290,443,432

Net Loss per share - basic & diluted	$	(0.34)	$	(0.81)	$	(0.20)

Potentially dilutive securities of approximately 2,329,116 for the year ended December 31, 2023, were not included in the computation of diluted earning (losses) per share because their effect would have been anti-dilutive.

LOYALTY OBLIGATIONS

12 Months Ended

Dec. 31, 2023

Revenue from Contract with Customer [Abstract]

LOYALTY OBLIGATIONS


16. 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.

The Company modified the loyalty program in 2022. The modified loyalty program has a calculated standalone selling price that ranges between $0.031 and $0.061 per loyalty point. Upon redemption, the loyalty program obligation is relieved, and the offset is recorded as revenue. The Company estimates that 20% of points will not be redeemed (breakage) prior to their six 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 million1 points outstanding, with an approximate value of $3,582. As of December 31, 2023, there were approximately 110 million1 points outstanding with an approximate value of $5,781. Such balances are included in accrued liabilities on the Company’s Consolidated Balance Sheets.


1Such amount not in Thousands

PROPERTY, PLANT AND EQUIPMENT - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Total Property, Plant and Equipment, Gross	$ 636,433	$ 614,447	$ 498,380
Less: Accumulated Depreciation	(135,129)	(88,542)	(46,148)
Property, Plant and Equipment, net	501,304	525,905	$ 452,232
Land
Property, Plant and Equipment [Line Items]
Total Property, Plant and Equipment, Gross	30,934	31,877
Buildings and Improvements
Property, Plant and Equipment [Line Items]
Total Property, Plant and Equipment, Gross	194,274	197,819
Furniture and Fixtures
Property, Plant and Equipment [Line Items]
Total Property, Plant and Equipment, Gross	19,884	16,189
Computer Equipment and Software
Property, Plant and Equipment [Line Items]
Total Property, Plant and Equipment, Gross	25,861	21,478
Leasehold Improvements
Property, Plant and Equipment [Line Items]
Total Property, Plant and Equipment, Gross	230,877	211,785
Tools and Equipment
Property, Plant and Equipment [Line Items]
Total Property, Plant and Equipment, Gross	90,386	88,507
Vehicles
Property, Plant and Equipment [Line Items]
Total Property, Plant and Equipment, Gross	4,373	4,992
Asset under Construction
Property, Plant and Equipment [Line Items]
Total Property, Plant and Equipment, Gross	$ 39,844	$ 41,800

DEBT - Narrative (Details)					1 Months Ended	12 Months Ended
DEBT - Narrative (Details)	Apr. 30, 2024 USD ($)	Mar. 09, 2023 USD ($) extension	Oct. 27, 2022 USD ($)	May 14, 2021 entity dispensary	Oct. 31, 2023 USD ($)	Dec. 31, 2023 USD ($) instrument	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 26, 2023 USD ($)	Sep. 29, 2023 USD ($)	Oct. 31, 2022 USD ($)	Jun. 29, 2022 USD ($)	Sep. 03, 2021 USD ($)
Debt Instrument [Line Items]
Payment of debt prepayment cost						$ 0	$ 3,436,000	$ 0
Less: current portion of debt						$ 52,005,000	24,464,000
Agronomed
Debt Instrument [Line Items]
Less: current portion of debt							$ 12,500,000
Healing Center, LLC
Debt Instrument [Line Items]
Number of retail dispensaries operated \| dispensary				3
Number of real estate entities property is leased from \| entity				3
Credit Facility \| THC Real Estate
Debt Instrument [Line Items]
Debt instrument, face amount													$ 12,650,000
Interest rate, stated percentage													9.75%
Mortgage Loans
Debt Instrument [Line Items]
Debt instrument, face amount		$ 20,000,000							$ 27,999,000	$ 14,500,000		$ 18,000,000
Interest rate, stated percentage		5.75%							8.34%	7.50%		4.00%
Debt instrument, number of extensions \| extension		4
Debt instrument, extension term		5 years
Vehicle and Equipment Loans
Debt Instrument [Line Items]
Number of debt instruments \| instrument						2
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%
Secured Debt \| Credit Facility \| THC Real Estate
Debt Instrument [Line Items]
Debt issuance costs, gross													$ 405,000
Secured Debt \| Credit Agreement 2022 \| Credit Facility
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
Secured Debt \| Credit Agreement 2022 \| Credit Facility \| Forecast
Debt Instrument [Line Items]
Payment of debt prepayment cost	$ 50,000,000
Secured Debt \| Credit Agreement 2022 \| Credit Facility \| Chief Executive Officer
Debt Instrument [Line Items]
Debt instrument, face amount			$ 1,000,000
Secured Debt \| Credit Agreement 2022 \| Credit Facility \| Prime Rate
Debt Instrument [Line Items]
Basis spread on variable rate			6.50%
Secured Debt \| Credit Agreement 2022 \| Credit Facility \| Prime Rate \| Minimum
Debt Instrument [Line Items]
Basis spread on variable rate, increase upon event of default			3.00%
Secured Debt \| Credit Agreement 2022 \| Credit Facility \| Prime Rate \| Maximum
Debt Instrument [Line Items]
Basis spread on variable rate, increase upon event of default			6.00%
Secured Debt \| Credit Facility \| Credit Facility
Debt Instrument [Line Items]
Debt instrument, face amount											$ 19,000,000
Interest rate, stated percentage											14.30%
Debt issuance costs, gross											$ 100,000

SUBSEQUENT EVENTS

12 Months Ended

Dec. 31, 2023

Subsequent Events [Abstract]

SUBSEQUENT EVENTS


19. SUBSEQUENT EVENTS

2022 Credit Facility

On January 31, 2024, the Company provided Chicago Atlantic Admin, LLC with notice of its intent to make a voluntary prepayment of outstanding principal and interest under the 2022 Credit Facility in the amount of $50,000 on April 30, 2024.

CONSOLIDATION (Tables)

12 Months Ended

Dec. 31, 2023

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, which are included in the Company's Consolidated Balance Sheets as of December 31, 2023 and 2022.


	As of December 31,
	2023		2022
Current Assets	$	14,671	$	48,952
Non-Current Assets	28,568		72,081
Current Liabilities	30,437		10,193
Non-Current Liabilities	7,614		8,939
Equity attributable to Verano Holdings, Corp.	5,188		101,901

- 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

TRANSACTIONS (Tables)

12 Months Ended

Dec. 31, 2023

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:


	AME Parties Florida		AME Parties 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		Emerald		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:


	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


9. TRANSACTIONS (Continued)

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, LLC		Agronomed		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:


	AME Parties Florida		AME Parties 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

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)

INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Schedule of Components of Income Tax Expense (Benefit)

For the years ended December 31, 2023, 2022 and 2021, income taxes expense consisted of:


	For the Years Ended December 31,
	2023		2022		2021
					(As Restated)
Current:
Federal	$	137,375	$	130,987	$	104,014
State	22,029		36,624		33,084
Foreign	—		—		—
Total Current:	159,404		167,611		137,098
Deferred:
Federal	$	(14,366)	$	(47,211)	$	(25,540)
State	108		(14,930)		(7,570)
Foreign	—		—		—
Total Deferred	(14,258)		(62,141)		(33,110)
Total	$	145,146	$	105,470	$	103,988

Schedule of Effective Income Tax Rate Reconciliation


	For the Years Ended December 31,
	2023			2022			2021
							(As Restated)
Income/(Loss) before Income Taxes	$	27,798		$	(163,403)		$	48,990
Statutory Tax Rate	21		%	21		%	21		%
Expense/(Recovery) based on Statutory Rate	5,838			(34,314)			9,965
Other Permanent Differences	225			1,068			435
Goodwill Impairment	9,345			17,265			—
Nondeductible 280E	79,731			84,751			59,874
Penalties and Interest	29,581			12,305			5,331
Non-controlling Interests	1,326			1,319			411
State Taxes	15,248			24,389			25,324
Prior Year True Ups	5,646			4,362			3,068
State Rate Change on Deferred Taxes	(1,066)			(2,531)			—
Discrete Items	—			—			(420)
Acquisition Purchase Price Remeasurement	(728)			(3,144)			—
Income Tax Expense	$	145,146		$	105,470		$	103,988


12. INCOME TAXES (Continued)

Schedule of Deferred Tax Assets and Liabilities

At December 31, 2023 and December 31, 2022, the components of deferred tax assets and (liabilities) were as follows:


	As of December 31,
	2023		2022
Deferred Tax Assets
Operating Lease Liabilities	$	5,423	$	659
Loyalty Points	1,668		1,046
Stock Compensation	614		873
Basis Differences in Goodwill	5,577		7,444
Leasehold Improvements	4,704		2,464
Total Deferred Tax Assets	17,986		12,486
Deferred Tax Liabilities
Operating Right of Use Assets	$	(5,238)	$	(662)
Intangibles	(194,963)		(208,297)
Total Deferred Tax Liabilities	(200,201)		(208,959)
Net Deferred Tax Liabilities	$	(182,215)	$	(196,473)

Schedule of Unrecognized Tax Benefits Roll Forward

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


	2023		2022		2021
Balance at Beginning of Year	$	5,739	$	—	$	—
Gross increases related to tax positions in a prior period	—		5,739		—
Gross decreases related to tax positions in a prior period	2,766		—		—
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	$	2,973	$	5,739	$	—

TRANSACTIONS

12 Months Ended

Dec. 31, 2023

Business Combination and Asset Acquisition [Abstract]

TRANSACTIONS


9. 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 $102 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:


	AME Parties Florida		AME Parties 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 AME Parties 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.


9. TRANSACTIONS (Continued)

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:


	AME Parties Florida		AME Parties 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.

(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.


9. TRANSACTIONS (Continued)

2022 Business Combinations

420 Capital Management, LLC

On April 5, 2021, Verano entered into an agreement to purchase 100% of the equity interests of 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 to the selling shareholders. 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 to the selling shareholders, and $2,013 or 317,500 Subordinate Voting Shares were held back to secure indemnity claims, the balance of which, after any indemnity claims, will be paid 18 months subsequent to the closing of the transaction. As of December 31, 2023, 20,741 of the 317,500 Subordinate Voting shares remain held back for issuance after 296,759 Subordinate Voting Shares were forfeited in connection with indemnity claims. The 10,440 Subordinate Voting Shares due to the selling shareholders 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, 2023, the present value of unpaid deferred consideration of $32 is included in the Acquisition Consideration Payable balance on the Company’s Consolidated Balance Sheets.


9. TRANSACTIONS (Continued)

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 $5,740 long term indemnified asset measured using the same assumptions used to identify a $5,740 uncertain tax position, which is fully indemnifiable as outlined in the merger agreement. As of December 31, 2023, the indemnified asset balance of $2,973 is recorded on the Company’s Consolidated Balance Sheet.

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.


9. TRANSACTIONS (Continued)

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. 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.


9. TRANSACTIONS (Continued)

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 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 an 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.


9. TRANSACTIONS (Continued)

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 cannabis 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 was paid in cash during the quarter-ended June 30, 2023. As of December 31, 2023, the total consideration had been paid in full.

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.


9. TRANSACTIONS (Continued)

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, net line of the Company’s Consolidated Statement of Operations for the years ended December 31, 2022 and 2021, 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.


9. TRANSACTIONS (Continued)

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 cannabis 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, net 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, net 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.


9. TRANSACTIONS (Continued)

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, net line of the Consolidated Statement of Operations for the year ended December 31, 2022.

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, net line of the Consolidated Statement of Operations for the year ended December 31, 2022.

During the fourth quarter of 2022, the Company agreed to issue a promissory note for the $12,500 of contingent consideration payable over equal installments in 2023. As a result, 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, 2023, the promissory note had been paid in full.


9. TRANSACTIONS (Continued)

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 (“Willow Brook”), 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 (“Caring Nature”), 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, net line of the Consolidated Statement of Operations for the year ended December 31, 2022. As of December 31, 2023, 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.


9. TRANSACTIONS (Continued)

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. (“CT Pharma”), 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, the total consideration had been paid in full.

Acquiree's Financial Information and Pro Forma Information


	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)


9. TRANSACTIONS (Continued)

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		Emerald		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:


	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


9. TRANSACTIONS (Continued)

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, LLC		Agronomed		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


9. TRANSACTIONS (Continued)

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. The Company capitalized licenses in the amount of $55,016 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, net 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 $3,466 was included in the Acquisition Consideration Payable balance on the Company’s Consolidated Balance Sheet.

During the year ended December 31, 2023, the Company recorded a $3,466 decrease in contingent consideration, which is included as a gain in the Other Income, net line of the Consolidated Statements of Operations. As of December 31, 2023, the outstanding consideration value was estimated to be zero.

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 MSA 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 MSA 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 VIE in accordance with ASC 810. The assignment of the LLC’s sale proceeds resulted in a gain to the Company of $1,701 and is classified as a component of Other Income (Expense), net in the Consolidated Statement of Operations for the year ended December 31, 2022.


9. TRANSACTIONS (Continued)

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), net in the Consolidated Statements 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.

DGV Group, LLC

During the year ended December 31, 2023, the Company received notification that the DGV, an entity in which the Company held an equity interest, was permanently ceasing operations. The Company recorded an impairment loss for the full value of the equity method investment of $6,571 as DGV was previously held as an Investment in Associates on the Consolidated Balance Sheets.

Other Acquisition Consideration Payable Adjustments

During the year ended December 31, 2023, the Company recorded (i) a $106 reclassification of the remaining acquisition consideration payable balance relating to the 2020 acquisition of MME IL Holdings, LLC, to record a potential liability that was deemed to be both probable and estimable, and as of December 31, 2023, the outstanding consideration has been paid in full; (ii) a $500 cash payment reducing the acquisition consideration payable balance for the 2020 acquisition of Elevele, LLC, and as of December 31, 2023, the outstanding consideration has been paid in full; and (iii) a $3,466 decrease in contingent consideration related to the 2021 acquisition of NSE Holdings, LLC, which is included as a gain in the Other Income, net line of the Consolidated Statements of Operations, and as of December 31, 2023, the outstanding consideration value was estimated to be zero.