The Cannabist Company Holdings Inc. (CBSTF) 10-Q 7 Nov 24 2024 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2024	Nov. 04, 2024
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2024
Document Transition Report	false
Entity File Number	000-56294
Entity Registrant Name	THE CANNABIST COMPANY HOLDINGS INC.
Entity Incorporation, State or Country Code	A1
Entity Tax Identification Number	98-1488978
Entity Address, Address Line One	680 Fifth Ave.,
Entity Address, Address Line Two	24th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10019
City Area Code	212
Local Phone Number	634-7100
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding (in shares)		464,977,620
Entity Central Index Key	0001776738
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3

CONDENSED CONSOLIDATED INTERIM

CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Current assets:
Cash	$ 31,497	$ 35,764
Accounts receivable, net of allowances of $7,793 and $6,512, respectively	15,371	15,601
Inventory	89,717	111,633
Prepaid expenses and other current assets	14,827	22,711
Notes receivable	18,259	4,026
Assets held for sale	65,304	1,752
Total current assets	234,975	191,487
Property and equipment, net	232,305	298,498
Right of use assets - operating leases, net	125,255	181,823
Right of use assets - finance leases, net	27,285	36,450
Intangible assets, net	66,274	76,767
Investments	33,091	0
Deferred taxes	25,643	22,970
Notes receivable	12,927	2,082
Other non-current assets	12,947	13,034
Total assets	770,702	823,111
Current liabilities:
Accounts payable	26,036	29,797
Accrued expenses and other current liabilities	30,562	58,659
Income tax payable	85,914	47,358
Current portion of lease liability - operating leases	7,228	9,711
Current portion of lease liability - finance leases	5,441	7,339
Current portion of long-term debt, net	51,447	5,905
Liabilities held for sale	48,904	1,275
Total current liabilities	255,532	160,044
Long-term debt, net	248,563	297,478
Long-term lease liability - operating leases	126,542	182,001
Long-term lease liability - finance leases	38,932	43,890
Derivative liability	2,448	119
Other long-term liabilities	74,682	74,227
Total liabilities	746,699	757,759
Stockholders' Equity:
Common Stock, no par value, unlimited shares authorized as of September 30, 2024 and December 31, 2023, respectively, 463,797,644 and 420,265,306 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively	0	0
Preferred Stock, no par value, unlimited shares authorized as of September 30, 2024 and December 31, 2023, respectively, none issued and outstanding as of September 30, 2024 and December 31, 2023	0	0
Proportionate voting shares, no par value, unlimited shares authorized as of September 30, 2024 and December 31, 2023, respectively; 7,701,826 and 9,807,881 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively	0	0
Additional paid-in-capital	1,155,131	1,146,154
Accumulated deficit	(1,130,303)	(1,079,282)
Equity attributable to The Cannabist Company Holdings Inc.	24,828	66,872
Non-controlling interest	(825)	(1,520)
Total equity	24,003	65,352
Total liabilities and equity	$ 770,702	$ 823,111

CONDENSED CONSOLIDATED INTERI_2

CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Accounts receivable, allowances	$ 7,793	$ 6,512
Common stock, shares issued (in shares)	463,797,644	463,797,644
Common stock, shares outstanding (in shares)	420,265,306	420,265,306
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Proportionate voting shares issued (in shares)	7,701,826	7,701,826
Proportionate voting shares outstanding (in shares)	9,807,881	9,807,881

CONDENSED CONSOLIDATED INTERI_3

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Statement [Abstract]
Revenues, net of discounts	$ 114,783	$ 129,183	$ 362,584	$ 382,962
Cost of sales related to inventory production	(70,973)	(92,041)	(228,185)	(246,617)
Gross Margin	43,810	37,142	134,399	136,345
Fixed asset impairment	(121)	0	(121)	0
Selling, general and administrative expenses	(49,315)	(56,472)	(142,634)	(163,895)
Loss from operations	(5,626)	(19,330)	(8,356)	(27,550)
Other expense:
Interest expense on leases	(850)	(1,029)	(2,685)	(3,186)
Interest expense	(9,744)	(13,471)	(28,494)	(38,770)
Other income / (expense), net	36,295	(53)	29,909	(12,992)
Total other expense	25,701	(14,553)	(1,270)	(54,948)
Profit / (loss) before provision for income taxes	20,075	(33,883)	(9,626)	(82,498)
Income tax expense	(21,838)	(2,297)	(40,348)	(19,291)
Net loss and comprehensive loss	(1,763)	(36,180)	(49,974)	(101,789)
Net loss and comprehensive loss	(1,763)	(36,180)	(49,974)	(101,789)
Net profit attributable to non-controlling interests	97	545	1,300	1,139
Net loss attributable to shareholders	$ (1,860)	$ (36,725)	$ (51,274)	$ (102,928)
Weighted-average number of shares used in earnings per share - basic (in shares)	470,552,039	409,113,721	458,988,976	405,472,948
Weighted-average number of shares used in earnings per share - diluted (in shares)	470,552,039	409,113,721	458,988,976	405,472,948
Loss attributable to shares (basic) (in usd per share)	$ (0.004)	$ (0.090)	$ (0.112)	$ (0.254)
Loss attributable to shares (diluted) (in usd per share)	$ (0.004)	$ (0.090)	$ (0.112)	$ (0.254)

CONDENSED CONSOLIDATED INTERI_4

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN EQUITY - USD ($) $ in Thousands		Total	Total The Cannabist Company Holdings Inc. Shareholders' Equity	Common Shares	Proportionate Voting Shares	Additional Paid-in Capital	Accumulated Deficit	Non-Controlling Interest
Beginning balance (in shares) at Dec. 31, 2022				391,238,484	10,009,819
Beginning balance at Dec. 31, 2022		$ 206,903	$ 213,284			$ 1,117,287	$ (904,003)	$ (6,381)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Equity-based compensation (in shares)				2,116,944
Equity-based compensation		6,611	6,611			6,611
Conversion between classes of shares (in shares)				54,158	(54,158)
Deconsolidation of subsidiary		4,383						4,383
Net loss		(36,572)	(37,340)				(37,340)	768
Ending balance at Mar. 31, 2023		181,325	182,555			1,123,898	(941,343)	(1,230)
Ending balance (in shares) at Mar. 31, 2023				393,409,586	9,955,661
Beginning balance (in shares) at Dec. 31, 2022				391,238,484	10,009,819
Beginning balance at Dec. 31, 2022		206,903	213,284			1,117,287	(904,003)	(6,381)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss		(101,789)
Ending balance at Sep. 30, 2023		150,786	152,076			1,159,007	(1,006,931)	(1,290)
Ending balance (in shares) at Sep. 30, 2023				418,915,272	9,955,661
Beginning balance (in shares) at Mar. 31, 2023				393,409,586	9,955,661
Beginning balance at Mar. 31, 2023		181,325	182,555			1,123,898	(941,343)	(1,230)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Equity-based compensation (in shares)				3,413,933
Equity-based compensation		2,939	2,939			2,939
Distributions		(431)						(431)
Net loss		(29,037)	(28,863)				(28,863)	(174)
Ending balance at Jun. 30, 2023		154,796	156,631			1,126,837	(970,206)	(1,835)
Ending balance (in shares) at Jun. 30, 2023				396,823,519	9,955,661
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Equity-based compensation (in shares)				204,513
Equity-based compensation		8,298	8,298			8,298
Issuance of Shares (in shares)				21,887,240
Issuance of shares		23,872	23,872			23,872
Net loss		(36,180)	(36,725)				(36,725)	545
Ending balance at Sep. 30, 2023		150,786	152,076			1,159,007	(1,006,931)	(1,290)
Ending balance (in shares) at Sep. 30, 2023				418,915,272	9,955,661
Beginning balance (in shares) at Dec. 31, 2023				420,265,306	9,807,881
Beginning balance at Dec. 31, 2023		65,352	66,872			1,146,154	(1,079,282)	(1,520)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Equity-based compensation	[1]	3,182	3,182			3,182
Conversion of convertible notes (in shares)				25,845,259
Conversion of convertible notes		10,000	10,000			10,000
Conversion between classes of shares (in shares)				2,106,055	(2,106,055)
Deconsolidation of subsidiary		(1,058)	(1,058)				(1,058)
Net loss		(34,568)	(35,073)				(35,073)	505
Ending balance at Mar. 31, 2024		42,908	43,923			1,159,336	(1,115,413)	(1,015)
Ending balance (in shares) at Mar. 31, 2024				448,216,620	7,701,826
Beginning balance (in shares) at Dec. 31, 2023				420,265,306	9,807,881
Beginning balance at Dec. 31, 2023		65,352	66,872			1,146,154	(1,079,282)	(1,520)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss		(49,974)
Ending balance at Sep. 30, 2024		24,003	24,828			1,155,131	(1,130,303)	(825)
Ending balance (in shares) at Sep. 30, 2024				463,797,644	7,701,826
Beginning balance (in shares) at Mar. 31, 2024				448,216,620	7,701,826
Beginning balance at Mar. 31, 2024		42,908	43,923			1,159,336	(1,115,413)	(1,015)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Equity-based compensation (in shares)	[1]			8,225,383
Equity-based compensation	[1]	(9,399)	(9,399)			(9,399)
Conversion of convertible notes (in shares)				655,736
Conversion of convertible notes		200	200			200
Legal Settlement (in shares)				4,845,359
Legal Settlement		2,620	2,620			2,620
Deconsolidation of subsidiary		1,031	1,031				1,031
Distributions		(333)	(333)				(333)
Net loss		(13,643)	(14,341)				(14,341)	698
Ending balance at Jun. 30, 2024		23,384	23,701			1,152,757	(1,129,056)	(317)
Ending balance (in shares) at Jun. 30, 2024				461,943,098	7,701,826
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Equity-based compensation (in shares)	[1]			1,854,546
Equity-based compensation	[1]	2,374	2,374			2,374
Deconsolidation of subsidiary		8	613				613	(605)
Net loss		(1,763)	(1,860)				(1,860)	97
Ending balance at Sep. 30, 2024		$ 24,003	$ 24,828			$ 1,155,131	$ (1,130,303)	$ (825)
Ending balance (in shares) at Sep. 30, 2024				463,797,644	7,701,826
[1] The amounts shown are net of any shares withheld by the Company to satisfy certain tax withholdings in connection with vesting of equity-based awards.

CONDENSED CONSOLIDATED INTERI_5

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Cash flows from operating activities:
Net loss	$ (49,974)	$ (101,789)
Adjustments to reconcile net loss to net cash (used in) operating activities:
Depreciation and amortization	39,314	47,607
Equity-based compensation	(2,588)	18,304
Debt amortization expense	6,794	7,366
(Gain) /loss on deconsolidation of subsidiary	(39,821)	2,473
Loss on disposal group	0	10,750
Provision for obsolete inventory and other assets	5,671	8,126
Change in fair value of derivative liability	2,329	55
Change in investment fair value	4,195	0
Deferred taxes	(2,723)	(6,475)
Legal Settlement	(1,108)	0
Other	957	646
Changes in operating assets and liabilities, net of acquisitions
Accounts receivable	(3,406)	(15,718)
Inventory	(11,566)	652
Prepaid expenses and other current assets	(4,255)	(4,933)
Notes receivable	(314)
Other assets	(1,388)	12,270
Accounts payable	(543)	20,092
Payroll liabilities	0	(86)
Accrued expenses and other current liabilities	(11,281)	(7,264)
Income taxes payable	38,583	11,306
Other long-term liabilities	3,450	(5,291)
Net cash used in operating activities	(27,674)	(1,909)
Cash flows from investing activities:
Purchases of property and equipment	(4,147)	(8,260)
Proceeds from sale of property and equipment	0	3,189
Proceeds from sale of license	329	0
Net proceeds from sale of business	34,371	0
Proceeds from stock issuance	0	23,872
Proceeds from deconsolidation of Missouri entity	0	3,040
Cash (paid) received on deposits, net	(268)	97
Net cash provided by investing activities	30,285	21,938
Cash flows from financing activities:
Proceeds from issuance of convertible debt	15,600	0
Payment of debt issuance costs	(802)	(220)
Payment of lease liabilities	(5,323)	(6,153)
Repayment of sellers note	(1,119)	(1,125)
Repayment of debt	(13,228)	(5,592)
Issuance of mortgage	0	8,050
Repayment of mortgage notes	(418)	0
Distributions	(333)	0
Distributions to non-controlling interest holders	0	(431)
Taxes paid on equity based compensation	(1,255)	(456)
Net cash used in financing activities	(6,878)	(5,927)
Net increase (decrease) in cash	(4,267)	14,102
Cash and restricted cash at beginning of the period	39,337	49,488
Cash and restricted cash at end of period	35,070	63,590
Reconciliation of cash and cash equivalents and restricted cash:
Cash	31,497	60,273
Restricted cash	3,573	3,317
Cash and restricted cash, end of period	35,070	63,590
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	20,061	19,833
Operating cash flows from finance leases	2,679	3,184
Financing cash flows from finance leases	5,323	5,084
Cash paid for interest on other obligations	35,155	31,274
Cash paid for income taxes	3,850	14,979
Lease liabilities arising from the recognition of finance right-of-use assets	6,978	1,016
Lease liabilities arising from the recognition of operating right-of-use assets	7	8,210
Supplemental disclosure of non-cash investing and financing activities:
Non-cash fixed asset additions within accounts payable and accrued expenses	298	31
Non-cash equity issuance costs within accrued expenses and accounts payable	0	147
Discount on issuance of convertible debt	(5,150)	0
Reduction in debt from debt to equity conversion	(10,200)	0
Equity issued for legal settlement	2,620	0
Increase in equity from debt to equity conversion	10,200	0
Assets held for sale	63,551	0
Liabilities held for sale	$ (47,629)	$ 0

Operations of the Company

Operations of the Company	9 Months Ended
	Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
OPERATIONS OF THE COMPANY	OPERATIONS OF THE COMPANY The Cannabist Company Holdings Inc. (“the Company”, “the Parent”, or "The Cannabist Company"), formerly known as Columbia Care Inc., was incorporated under the laws of the Province of Ontario on August 13, 2018. The Company's principal mission is to improve lives by providing cannabis-based health and wellness solutions and derivative products to qualified patients and consumers. The Company’s head office and principal address is 680 Fifth Ave. 24th Floor, New York, New York 10019. The Company’s registered and records office address is 666 Burrard St #1700, Vancouver, British Columbia V6C 2X8. On April 26, 2019, the Company completed a reverse takeover (“RTO”) transaction and private placement. Following the RTO, the Company’s Common Shares were listed on Cboe Canada (formerly known as the NEO Exchange), trading under the symbol “CCHW”. Effective September 19, 2023, the Company changed its name from “Columbia Care Inc.” to “The Cannabist Company Holdings Inc.” (the “Name Change”). In connection with the Name Change, on September 21, 2023, the Company’s Common Shares and warrants began trading under the ticker symbols “CBST” and “CBST.WT”, respectively, on Cboe Canada. On September 26, 2023, the Company’s Common Shares began trading on the OTCQX Best Market under the ticker symbol “CBSTF”. The Company’s Common Shares are also listed on the Frankfurt Stock Exchange under the symbol “3LP”.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of preparation The accompanying unaudited condensed consolidated interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP” or “GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (the “SEC”). The accompanying unaudited condensed consolidated interim financial statements contain all normal and recurring adjustments necessary to state fairly the consolidated financial condition, results of operations, comprehensive income, statement of shareholders’ equity, and cash flows of the Company for the interim periods presented. Except as otherwise disclosed, all such adjustments consist only of those of a normal recurring nature. Operating results for the three and nine months ended September 30, 2024 are not necessarily indicative of the results that may be expected for the current year ending December 31, 2024. The financial data presented herein should be read in conjunction with the audited consolidated financial statements and accompanying notes as of and for the years ended December 31, 2023, and 2022 included in the Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Form 10-K”). The preparation of these unaudited condensed consolidated interim financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ materially from those estimates. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC and the instructions to Form 10-Q. The unaudited condensed consolidated interim financial statements are presented in United States dollars except as otherwise indicated. All references to C$, CAD$ and CDN$ are to Canadian dollars. Significant Accounting Judgments, Estimates and Assumptions The Company’s significant accounting policies are described in Note 2 to the Company’s 2023 Form 10-K, filed with the SEC, on March 13, 2024. There have been no material changes to the Company’s significant accounting policies. Reclassification Certain reclassifications have been made to conform the prior years consolidated financial statements and notes to the current year presentation. These reclassifications do not impact the gross profit, loss from operations, loss before provision for income taxes and net loss and comprehensive loss presented on the consolidated statements of operations and comprehensive loss. Revenue The Company’s revenues are disaggregated as follows: Three months ended Nine months ended September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023 Dispensary $ 95,223 $ 113,487 $ 308,554 $ 336,681 Cultivation and wholesale 19,560 15,694 54,030 46,246 Other — 2 — 35 $ 114,783 $ 129,183 $ 362,584 $ 382,962

Inventory

Inventory	9 Months Ended
	Sep. 30, 2024
Inventory Disclosure [Abstract]
INVENTORY	INVENTORY Details of the Company’s inventory are shown in the table below: September 30, 2024 December 31, 2023 Accessories and supplies $ 1,100 $ 1,158 Work-in-process - cannabis in cures and final vault 63,785 86,396 Finished goods - dried cannabis, concentrate and edible products 24,832 24,079 Total inventory $ 89,717 $ 111,633 The inventory values are net of inventory write-downs as a result of obsolescence or unmarketability charged to cost of sales. As a result of certain restructuring efforts, there were write-downs of $30 and $5,671, respectively, during the three and nine months ended September 30, 2024. As a result of certain restructuring efforts, there were write-downs of $7,489 and $8,126, respectively, during the three and nine months ended September 30, 2023.

Current and Long-Term Debt

Current and Long-Term Debt	9 Months Ended
	Sep. 30, 2024
Debt Disclosure [Abstract]
CURRENT AND LONG-TERM DEBT	CURRENT AND LONG-TERM DEBT Current and long-term obligations, net, are shown in the table below: September 30, 2024 December 31, 2023 2026 Notes $ 185,000 $ 185,000 2024 Notes — 13,228 2027 Convertible Notes 25,550 — 2025 Convertible Notes 59,500 74,500 Mortgage Note 43,082 43,500 Acquisition related promissory notes 381 1,500 313,513 317,728 Unamortized debt discount (7,734) (6,598) Unamortized deferred financing costs (5,769) (7,747) Total debt, net 300,010 303,383 Less current portion, net* (51,447) (5,905) Long-term portion $ 248,563 $ 297,478 * The current portion of the debt includes scheduled payments on the mortgage notes, acquisition related promissory notes and acquisition related notes payable, net of corresponding portions of the unamortized debt discount and unamortized deferred financing costs. The Company was in compliance with all financial covenants and was not in default of any provisions under any of its debt arrangements as of September 30, 2024. 2026 Notes On February 3, 2022, the Company closed a private placement (the “February 2022 Private Placement”) of $185,000 aggregate principal amount of 9.50% senior-secured first-lien notes due 2026 (the “2026 Notes”) and received aggregate gross proceeds of $153,250. The 2026 Notes are senior secured obligations of the Company and were issued at 100.0% of face value. The 2026 Notes accrue interest in arrears which is payable semi-annually and mature on February 3, 2026, unless earlier redeemed or repurchased. The Company may redeem the 2026 Notes at par, in whole or in part, on or after February 3, 2024, as more particularly described in the fourth supplemental trust indenture governing the 2026 Notes. In connection with the offering of the 2026 Notes, the Company exchanged $31,750 of the Company’s existing 13.0% senior secured first-lien notes (the “13.0% Term Debt”), pursuant to private agreements in accordance with the trust indenture, for an equivalent amount of 2026 Notes plus accrued but unpaid interest and any negotiated premium thereon. The premium and paid interest were paid out of funds raised from the February 2022 Private Placement. The total unamortized debt and debt issuance costs of $2,153, related to the modified portion of the 13.0% Term Debt, will be amortized over the term of the 2026 Notes using the effective interest method. The Company incurred $7,189 in creditor fees in connection with the modified 13.0% Term Debt and 2026 Notes and $301 in third-party legal fees related to 2026 Notes which were capitalized and will be amortized over the term of the 2026 Notes using the effective interest rate method. 2024 Notes As further described in Note 4 under the sub-heading “Term debt” of the Financial Statements incorporated by reference in the Company’s Form 10-K for the year ended December 31, 2023, on October 23, 2023, the Company retired $25 million of its 13% Notes due May 2024 (the “2024 Notes”) through a proportional redemption process. The 2024 Notes were paid in full on May 14, 2024. The Company incurred financing costs of $3,373 in connection with the issuance of these 2024 Notes. 2027 Convertible Notes On March 19, 2024, the Company closed a private placement (the “March 2024 Private Placement”) of $25,750 aggregate principal amount of 9.0% senior-secured first-lien notes due 2027 (the “2027 Notes”) and received aggregate gross proceeds of $15,600. The 2027 Notes are senior secured obligations of the Company and were issued at 80.0% of face value. The 2027 Notes accrue interest in arrears which is payable semi-annually and mature on March 19, 2027. In connection with the offering of the 2027 Notes, the Company exchanged $5,000 of the Company’s existing 6.0% 2025 Convertible Notes. Through September 30, 2024, 655,736 shares were issued to convert $200 principal. The principal amount of the 2027 Convertible Notes and the conversion price are denominated in U.S. dollars. As the functional currency of the Company is Canadian dollars, the amount of the liability to be settled depends on the applicable foreign exchange rate on the date of settlement. The 2027 Convertible Notes therefore represent an obligation to issue a fixed number of shares for a variable amount of liability. Due to this conversion feature within the 2027 Convertible Notes, the Company is unable to obtain an exception from derivative accounting. Accordingly, this conversion feature was accounted for as an embedded derivative liability and measured at fair value of $2,632 on the date of issuance of debt with a corresponding debt discount and debt issuance costs of $5,952, reflected as a reduction to the carrying value of the 2027 Notes. The Company fair values the derivative liability at each balance sheet date. Changes in fair value of the embedded derivative are recognized in the condensed consolidated statements of operations and comprehensive loss. The debt premium and debt issuance costs is amortized over the term of the 2027 Notes. 2025 Convertible Notes On June 29, 2021, the Company completed an offering of 6.0% Secured Convertible Notes Due 2025 (“2025 Convertible Notes”) for an aggregate principal amount of $74,500. The 2025 Convertible Notes are senior secured obligations of the Company and will accrue interest payable semiannually in arrears and mature on June 29, 2025, unless earlier converted, redeemed, or repurchased. The 2025 Convertible Notes shall be convertible, at the option of the holder, from the date of issuance until the date that is 10 days prior to their maturity date into Common Shares of the Company at a conversion price equal to $6.49 payable on the business day prior to the date of conversion, adjusted downwards for any cash dividends paid to holders of Common Shares and other customary adjustments. The Company may redeem the 2025 Convertible Notes at par, in whole or in part, on or after June 29, 2023, if the volume weighted average price of the Common Shares trading on the Canadian Stock Exchange or Cboe Canada for 15 of the 30 trading days immediately preceding the day on which the Company exercises its redemption right, exceeds 120.0% of the conversion price of the 2025 Convertible Notes at a Redemption Price equal to 100.0% of the principal amount of the 2025 Convertible Notes redeemed, plus accrued but unpaid interest, if any, up to but excluding the Redemption Date. The 2025 Convertible Notes require interest-only payments until June 29, 2025, at a rate of 6.0% per annum, payable semi-annually in June and December and commencing in December 2021. The 2025 Convertible Notes are due in full on June 29, 2025. The Company incurred financing costs of $3,190 in connection with the 2025 Convertible Notes. The principal amount of the 2025 Convertible Notes and the conversion price are denominated in U.S. dollars. As the functional currency of the Company is Canadian dollars, the amount of the liability to be settled depends on the applicable foreign exchange rate on the date of settlement. The 2025 Convertible Notes therefore represent an obligation to issue a fixed number of shares for a variable amount of liability. Due to this conversion feature within the 2025 Convertible Notes, the Company is unable to obtain an exception from derivative accounting. Accordingly, this conversion feature was accounted for as an embedded derivative liability and measured at fair value of $15,099 on the date of issuance of debt with a corresponding debt discount, reflected as a reduction to the carrying value of the 2025 Convertible Notes. The Company fair values the derivative liability at each balance sheet date. Changes in fair value of the embedded derivative are recognized in the consolidated statements of operations and comprehensive loss. The debt discount is amortized over the term of the 2025 Convertible Notes. January 2024 Debt Exchange On January 22, 2024, the Company entered into the Exchange Agreement, as amended on June 30, 2024 and September 30, 2024, with certain Holders of the Company’s 6.0% senior secured 2025 Convertible Notes, pursuant to which the Company agreed to the Repurchase of up to $25 million principal amount of the 2025 Convertible Notes in exchange for Common Shares (the “January 2024 Debt Exchange”). Pursuant to the terms of the Exchange Agreement, the Holders shall: • by January 31, 2024, transfer $5 million principal amount of Notes in consideration of Common Shares issued at a price per Common Share equal to the greater of C$0.41 per Common Share and the 12.5% discount to the 5 days volume weighted average price of the Common Shares on Cboe prior to receipt of a Transfer notice; • provided that the five-day volume weighted average price of the Common Shares on the Exchange is greater than C$0.47 as of the close of trading at 4:01pm on January 31, 2024, transfer $5 million principal amount of 2025 Convertible Notes in consideration of Common Shares issued at the Initial Exchange Price on or prior to February 29, 2024; and • provided that the February Exchange is completed and the daily volume weighted average price of the Common Shares on Cboe is greater than C$0.87 for 5 consecutive trading days, provided that, the trading volume of the Common Shares on Cboe was equal to or greater than 600,000 Common Shares on the applicable trading dates, from the period commencing on January 1, 2024 and ending on September 30, 2024, (which date the parties extended to December 31, 2024), transfer in three separate equal tranches, an aggregate of $15 million principal amount of 2025 Convertible Notes in consideration of Common Shares issued at a price per Common Share equal to the greater of C$0.57 per Common Share and the 12.5% discount to the 5 days volume weighted average price of the Common Shares on Cboe prior to receipt of a Transfer notice, in each case, subject to adjustment in certain instances, on or prior to June 30, 2024 (which date the parties extended to December 31, 2024). In the event the conditions are fulfilled and the Holders fail to Transfer their 2025 Convertible Notes in accordance with the terms of the Exchange Agreement, the Company has the right, but not the obligation, to require the Holders to Transfer some or all of the portion of the $25 million principal amount of 2025 Convertible Notes still held by the Holders. Assuming all of the conditions are fulfilled, and the entire $25 million principal amount of 2025 Convertible Notes are Transferred for Common Shares issued at the minimum prices set out in the Exchange Agreement, a maximum of 68,564,698 Common Shares would be issued in connection with the Repurchase. Through September 30, 2024, $10 million of the potential $25 million exchange has been completed, with $15 million remaining available for exchange, $5 million principal amount of Notes were separately exchanged into the Company 2027 Notes, as described above. Mortgages In December 2021, the Company entered into a term loan and security agreement with a bank. The agreement provides for a $20,000 mortgage on real property in New York and carries interest at a variable rate per annum equal to the Wall Street Prime Rate (“Index”) plus 2.25%. The debt is repayable in 59 monthly installments and a final balloon payment due on January 1, 2027, which is estimated at $18,133 as of September 30, 2023. In connection with this mortgage, the Company incurred financing costs of $655. In June 2022, the Company entered into a term loan and security agreement with a bank. The agreement provides for a $16,500 mortgage on real property in New Jersey and carries interest at a variable rate per annum equal to the Index plus 2.25%. The debt is repayable in 59 monthly installments and a final balloon payment due on July 15, 2027, which is estimated at $15,734 as of September 30, 2023. In connection with this mortgage, the Company incurred financing costs of $209. On August 10, 2023, the Company entered into two term loans and security agreements with a bank as follows: • The first agreement provides for a $6,250 mortgage on real property in Maryland and carries interest at a variable rate per annum equal to the Index plus 2.25%. The debt is repayable in 59 monthly installments and matures in August 2028. In connection with this mortgage, the Company incurred financing costs of $195 and netted $2,903 after the repayment of a prior outstanding mortgage on the property. • The second agreement provides for a $1,800 mortgage on real property in Delaware and carries interest at a variable rate per annum equal to the Index plus 2.25%. The debt is repayable in 59 monthly installments and matures in August 2028. In connection with this mortgage , the Company incurred financing costs of $77 and netted $1,723. Total interest and amortization expense on the Company’s debt obligations during the three and nine months ended September 30, 2024 and 2023 are as follows: Three months ended Nine months ended September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023 Interest expense on debt $ 7,595 $ 10,713 $ 22,308 $ 31,746 Amortization of debt discount 1,509 1,997 4,014 4,648 Amortization of debt issuance costs 978 884 2,780 2,718 Other interest expense (income), net (338) (123) (608) (342) Total interest expense, net $ 9,744 $ 13,471 $ 28,494 $ 38,770 The weighted average interest rate on the Company’s indebtedness was 9.02%.

Property and Equipment

Property and Equipment	9 Months Ended
	Sep. 30, 2024
Property, Plant and Equipment [Abstract]
PROPERTY AND EQUIPMENT	PROPERTY AND EQUIPMENT Details of the Company’s property and equipment and related depreciation expense are summarized in the tables below: September 30, 2024 December 31, 2023 Land and buildings $ 115,277 $ 115,277 Furniture and fixtures 7,078 10,981 Equipment 34,311 43,123 Computers and software 2,445 4,033 Leasehold improvements 158,154 207,846 Construction in process 5,042 33,429 Total property and equipment, gross 322,307 414,689 Less: Accumulated depreciation (90,002) (116,191) Total property and equipment, net $ 232,305 $ 298,498 Three months ended Nine months ended September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023 Total depreciation expense for three and nine months ended $ 8,314 $ 10,612 $ 23,589 $ 26,109 Included in: Costs of sales related to inventory production $ 5,216 $ 6,154 14,782 15,379 Selling, general and administrative expenses $ 3,098 $ 4,458 8,807 10,730

Prepaid Expenses and Other Curr

Prepaid Expenses and Other Current Assets	9 Months Ended
	Sep. 30, 2024
Prepaid Expense and Other Assets, Current [Abstract]
PREPAID EXPENSES AND OTHER CURRENT ASSETS	PREPAID EXPENSES AND OTHER CURRENT ASSETS Details of the Company’s prepaid expenses and other current assets are summarized in the table below: September 30, 2024 December 31, 2023 Prepaid expenses $ 11,083 $ 8,486 Short term deposits 1,180 1,148 Other current assets 2,298 11,957 Excise and sales tax receivable 266 367 Prepaid taxes — 753 Prepaid expenses and other current assets $ 14,827 $ 22,711 The decrease in other current assets includes the resolution of a previously disclosed lawsuit relating to the Green Leaf Transaction, as disclosed in the Company's Form 10-Q for the quarter ended March 31, 2024.

Other Non-Current Assets

Other Non-Current Assets	9 Months Ended
	Sep. 30, 2024
Other Assets, Noncurrent [Abstract]
OTHER NON-CURRENT ASSETS	OTHER NON-CURRENT ASSETS Details of the Company’s other non-current assets are summarized in the table below: September 30, 2024 December 31, 2023 Long term deposits $ 8,599 $ 8,686 Investment in affiliates 775 775 Restricted cash 3,573 3,573 Other non-current assets $ 12,947 $ 13,034

Accrued Expenses and Other Curr

Accrued Expenses and Other Current Liabilities	9 Months Ended
	Sep. 30, 2024
Payables and Accruals [Abstract]
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES	ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Details of the Company’s accrued expenses and other current liabilities are summarized in the table below: September 30, 2024 December 31, 2023 Taxes - property and other $ 4,375 $ 12,067 Other accrued expenses 10,139 26,323 Payroll liabilities 11,418 13,260 Other current liabilities 4,630 7,009 Accrued expenses and other current liabilities $ 30,562 $ 58,659 The change in other accrued expenses includes the resolution of a previously disclosed lawsuit relating to the Green Leaf Transaction, as disclosed in the Company's Form 10-Q for the quarter ended March 31, 2024.

Shareholders' Equity

Shareholders' Equity	9 Months Ended
	Sep. 30, 2024
Stockholders' Equity Note [Abstract]
SHAREHOLDERS' EQUITY	SHAREHOLDERS’ EQUITY The Company had the following activity during the three and nine months ended September 30, 2024: • Issued 10,079,929 Common Shares upon vesting of Restricted Stock Units (RSUs) during the nine months ended September 30, 2024. • Issued 25,845,259 Common Shares in connection with the January 2024 Debt Exchange (as defined below and further detailed in Note 4). • Issued 655,736 Common Shares in connection with the 2027 Convertible Notes in exchange for principal debt of $200. • Issued 4,845,359 Common Shares to resolve a lawsuit relating to the Green Leaf Transaction.

Warrants

Warrants	9 Months Ended
	Sep. 30, 2024
Equity [Abstract]
WARRANTS	WARRANTS As of September 30, 2024 and December 31, 2023, outstanding equity-classified warrants to purchase Common Shares consisted of the following: September 30, 2024 December 31, 2023 Expiration Number of Shares Exercise Price (Canadian Dollars) Number of Shares Exercise Price (Canadian Dollars) September 21, 2026 11,122,105 $ 1.96 11,122,105 $ 1.96 October 1, 2025 648,783 8.12 648,783 8.12 April 26, 2024 — — 5,394,945 10.35 11,770,888 $ 2.30 17,165,833 $ 4.83 Warrant activity for the nine months ended September 30, 2024 and 2023 are summarized in the table below: Number of Warrants Weighted average Balance as of December 31, 2022 11,482,766 $ 7.22 Expired (5,439,038) 4.01 Balance as of September 30, 2023 6,043,728 $ 10.11 Balance as of December 31, 2023 17,165,833 $ 4.83 Expired (5,394,945) 10.35 Balance as of September 30, 2024 11,770,888 $ 2.30

Loss Per Share

Loss Per Share	9 Months Ended
	Sep. 30, 2024
Earnings Per Share [Abstract]
LOSS PER SHARE	LOSS PER SHARE Basic and diluted net loss per share attributable to the Company was calculated as follows: Three months ended Nine months ended September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023 Numerator: Net loss $ (1,763) $ (36,180) $ (49,974) $ (101,789) Less: net profit attributable to non-controlling interests 97 545 1,300 1,139 Net loss attributable to shareholders $ (1,860) $ (36,725) $ (51,274) $ (102,928) Denominator: Weighted average shares outstanding - basic and diluted 470,552,039 409,113,721 458,988,976 405,472,948 Loss per share - basic and diluted $ (0.004) $ (0.090) $ (0.112) $ (0.254) Certain share-based equity awards were excluded from the computation of dilutive loss per share because inclusion of these awards would have had an anti-dilutive effect.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	COMMITMENTS AND CONTINGENCIES In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, business partners, and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with members of its board of directors and senior management that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. Additionally, the Company may be contingently liable with respect to other claims incidental to the ordinary course of its operations. In the opinion of management, and based on management’s consultation with legal counsel, the ultimate outcome of such other matters will not have a materially adverse effect on the Company. Accordingly, no provision has been made in these consolidated financial statements for losses, if any, which might result from the ultimate disposition of these matters should they arise.

Financial Instruments and Fair

Financial Instruments and Fair Value Measurements	9 Months Ended
	Sep. 30, 2024
Fair Value Disclosures [Abstract]
FINANCIAL INSTRUMENTS AND FAIR VALUE MEARSUREMENTS	FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS Fair Value Measurements The following table presents the Company’s financial instruments that are measured at fair value on a recurring basis: Level 1 Level 2 Level 3 Total September 30, 2024 Investment securities $ 33,091 $ — $ — $ 33,091 Total assets $ 33,091 $ — $ — $ 33,091 Derivative liability $ — $ — $ (2,448) $ (2,448) Total liabilities $ — $ — $ (2,448) $ (2,448) December 31, 2023 Derivative liability $ — $ — $ (119) $ (119) Total liabilities $ — $ — $ (119) $ (119) During the period included in these financial statements, there were no transfers of amounts between levels. Level 1 investment securities are stated at observable inputs such as quoted prices in active markets. The following table summarizes the valuation techniques and key inputs used in the fair value measurement of Level 3 financial instruments: Financial asset/financial Valuation techniques Significant unobservable Relationship of unobservable Derivative liability Market approach Conversion Period Increase or decrease in conversion period will result in an increase or decrease in fair value There has been no change in the valuation methodology for the three and nine months ended September 30, 2024. The carrying amounts of cash and restricted cash, accounts receivable, other current assets, accounts payable, accrued expenses, other current liabilities, the current portion of long-term debt, and lease liability as of September 30, 2024 and December 31, 2023 approximate their fair values because of the short-term nature of these items and are not included in the table above. The Company’s other long-term liabilities and long-term debt approximate fair value due to the market rate of interest used on initial recognition. In addition to the disclosures for assets and liabilities required to be measured at fair value at the balance sheet date, companies are required to disclose the estimated fair values of all financial instruments, even if they are not presented at their fair value on the consolidated balance sheet. The fair values of financial instruments are estimates based upon market conditions and perceived risks as of September 30, 2024 and December 31, 2023. These estimates require management's judgment and may not be indicative of the future fair values of the assets and liabilities.

Goodwill and Intangible Assets

Goodwill and Intangible Assets	9 Months Ended
	Sep. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
GOODWILL AND INTANGIBLE ASSETS	GOODWILL AND INTANGIBLE ASSETS Goodwill and intangible assets consist of the following: September 30, 2024 December 31, 2023 Goodwill $ — $ 19,274 Less: accumulated impairment on goodwill — (19,274) Total goodwill, net — — Licenses 127,236 108,700 Trademarks 24,881 45,936 Customer relationships 15,264 15,263 Total intangible assets 167,381 169,899 Less: accumulated amortization (101,107) (93,132) Total intangible assets, net $ 66,274 $ 76,767 Amortization expense for the three and nine months ended September 30, 2024 and 2023 are as follows: Three months ended Nine months ended September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023 Amortization expense 2,759 4,577 8,924 14,031

Selling, General and Administra

Selling, General and Administrative Expenses	9 Months Ended
	Sep. 30, 2024
Selling, General and Administrative Expense [Abstract]
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES	SELLING, GENERAL AND ADMINISTRATIVE EXPENSES Selling, general and administrative expenses are summarized in the table below: Three months ended Nine months ended September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023 Salaries and benefits $ 22,705 $ 29,603 $ 61,841 $ 83,360 Professional fees 3,489 3,806 8,437 9,943 Depreciation and amortization 6,013 9,716 19,778 26,768 Operating facilities costs 10,331 10,207 32,001 31,282 Operating office and general expenses 5,132 1,911 15,839 5,949 Advertising and promotion 502 974 2,309 4,144 Other fees and expenses 1,143 255 2,429 2,449 Total selling, general and administrative expenses $ 49,315 $ 56,472 $ 142,634 $ 163,895

Other (Income) Expense, Net

Other (Income) Expense, Net	9 Months Ended
	Sep. 30, 2024
Other Income and Expenses [Abstract]
OTHER (INCOME) EXPENSE, NET	OTHER (INCOME) EXPENSE, NET Other expense, net is summarized in the table below: Three months ended Nine months ended September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023 Change in fair value of the derivative liability $ — $ 25 $ 2,329 $ 55 Change in fair value of investments 4,195 — 4,195 — Restructuring expense 1,207 568 5,749 3,812 Other (income) /expense, net (1,191) 17 (2,185) (93) Adjustment for Held-For-Sale 16,420 — 16,420 — (Gain) /loss on disposal (56,865) 40 (56,241) 11,562 Rental income (61) (597) (176) (2,344) Total other (income) expense, net $ (36,295) $ 53 $ (29,909) $ 12,992 During the nine months ended September 30, 2024 and 2023 the Company recorded $5,749 and $3,812 in restructuring expense. As of September 30, 2024. the balance outstanding on the Company’s restructuring reserve was $3,207. (

Divestiture

Divestiture	9 Months Ended
	Sep. 30, 2024
Discontinued Operations and Disposal Groups [Abstract]
DIVESTITURE	DIVESTITURE Utah Business Divestiture On October 6, 2023, the Company entered into a definitive agreement, subject to closing conditions, to dispose of its Utah operations (the “Utah Business”) which are considered non-core and comprised of one dispensary and one cultivation facility. The Utah Business was divested for gross proceeds of approximately $6.5 million, with approximately $3.9 million due on closing of the transaction, and a $2.6 million Seller note payable to the Company not later than July 2025. The sale of the Utah assets was completed on March 7, 2024. Arizona Divestiture On July 29, 2024, the Company entered into definitive agreements, subject to closing conditions, to dispose of its Arizona operations (the "Arizona Business") which are comprised of two dispensaries and one cultivation / manufacturing facility. The Arizona Business is being divested for gross proceeds of $15 million, with approximately all $15 million which was received on signing of the definitive agreement. Eastern Virginia Divestiture On July 29, 2024, the Company entered into a definitive agreement, subject to closing conditions, to dispose of a portion of its Virginia operations (the "East Virginia Business") which are comprised of six dispensaries and one cultivation / manufacturing facility. The East Virginia Business is being divested for gross proceeds of $90 million, consisting of approximately $20 million in cash, $40 million of equity in the Buyer, Verano Holdings Corp., due on closing of the transaction, and a $30 million seller note payable to the Company over a 14 month period. Florida Business Divestiture On August 21,2024 and August 22, 2024, the Company entered into definitive agreements, subject to closing conditions, to dispose, of its Florida operations (the "Florida Business") which are comprised of fourteen dispensaries and three cultivation / manufacturing facility. The Florida Business is being divested for gross proceeds of $16.4 million, consisting of approximately $14.4 million in cash, $2 million of promissory note payable to the Company over a one year period. As of September 30, 2024, no assets or liabilities of the disposed-of business remained on our consolidated balance sheets. The table below summarizes the operating results of the disposed of business for the three and nine months ended September 30, 2024, and 2023: Three months ended Nine months ended September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023 Revenue $ 14,323 $ 24,838 $ 61,372 $ 74,011 Expenses $ 16,899 $ 30,631 $ 67,561 $ 86,183

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	SUBSEQUENT EVENTS On October 1, 2024, the Company entered into a definitive agreement, subject to closing conditions, to dispose of a vertically-integrated Florida paper license for gross proceeds of $7.5 million cash. On completion of this transaction and the divestitures of the Florida Business and the Lakeland Business, the Company will have exited its entire Florida operations. On October 9, 2024, the Company completed an orderly transition of the Company’s independent registered public accounting firm with Davidson & Company LLP (“Davidson”) being dismissed, following its resignation as of that same day, and the Board approving, on the recommendation of the Audit Committee, the appointment of PKF O’Connor Davies, LLP (“PKF”) as the Company’s new independent registered public accounting firm for the fiscal year ending December 31, 2024, effective October 9, 2024. Further to the previous announcements and Note 17 above, effective November 6, 2024 the Company closed one of its Florida transactions, covering 14 retail locations and 2 cultivation facilities for gross proceeds of $5 million, $2 million of which will be in a promissory note.

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (1,860)	$ (36,725)	$ (51,274)	$ (102,928)

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
	Sep. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
Basis of preparation	Basis of preparation The accompanying unaudited condensed consolidated interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP” or “GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (the “SEC”). The accompanying unaudited condensed consolidated interim financial statements contain all normal and recurring adjustments necessary to state fairly the consolidated financial condition, results of operations, comprehensive income, statement of shareholders’ equity, and cash flows of the Company for the interim periods presented. Except as otherwise disclosed, all such adjustments consist only of those of a normal recurring nature. Operating results for the three and nine months ended September 30, 2024 are not necessarily indicative of the results that may be expected for the current year ending December 31, 2024. The financial data presented herein should be read in conjunction with the audited consolidated financial statements and accompanying notes as of and for the years ended December 31, 2023, and 2022 included in the Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Form 10-K”). The preparation of these unaudited condensed consolidated interim financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ materially from those estimates. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC and the instructions to Form 10-Q. The unaudited condensed consolidated interim financial statements are presented in United States dollars except as otherwise indicated. All references to C$, CAD$ and CDN$ are to Canadian dollars.
Significant Accounting Judgments, Estimates and Assumptions	Significant Accounting Judgments, Estimates and Assumptions The Company’s significant accounting policies are described in Note 2 to the Company’s 2023 Form 10-K, filed with the SEC, on March 13, 2024. There have been no material changes to the Company’s significant accounting policies.
Reclassification, Comparability Adjustment	Reclassification Certain reclassifications have been made to conform the prior years consolidated financial statements and notes to the current year presentation. These reclassifications do not impact the gross profit, loss from operations, loss before provision for income taxes and net loss and comprehensive loss presented on the consolidated statements of operations and comprehensive loss.
Revenue	Discounts are provided by the Company during promotional days or weekends. Discounts are also provided to employees, seniors and other categories of customers and may include price reductions and coupons.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
Schedule of Revenues Disaggregated	The Company’s revenues are disaggregated as follows: Three months ended Nine months ended September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023 Dispensary $ 95,223 $ 113,487 $ 308,554 $ 336,681 Cultivation and wholesale 19,560 15,694 54,030 46,246 Other — 2 — 35 $ 114,783 $ 129,183 $ 362,584 $ 382,962

Inventory (Tables)

Inventory (Tables)	9 Months Ended
	Sep. 30, 2024
Inventory Disclosure [Abstract]
Schedule of Inventory	Details of the Company’s inventory are shown in the table below: September 30, 2024 December 31, 2023 Accessories and supplies $ 1,100 $ 1,158 Work-in-process - cannabis in cures and final vault 63,785 86,396 Finished goods - dried cannabis, concentrate and edible products 24,832 24,079 Total inventory $ 89,717 $ 111,633

Current and Long-Term Debt (Tab

Current and Long-Term Debt (Tables)	9 Months Ended
	Sep. 30, 2024
Debt Disclosure [Abstract]
Schedule of Current and Long-Term Obligations, Net	Current and long-term obligations, net, are shown in the table below: September 30, 2024 December 31, 2023 2026 Notes $ 185,000 $ 185,000 2024 Notes — 13,228 2027 Convertible Notes 25,550 — 2025 Convertible Notes 59,500 74,500 Mortgage Note 43,082 43,500 Acquisition related promissory notes 381 1,500 313,513 317,728 Unamortized debt discount (7,734) (6,598) Unamortized deferred financing costs (5,769) (7,747) Total debt, net 300,010 303,383 Less current portion, net* (51,447) (5,905) Long-term portion $ 248,563 $ 297,478 * The current portion of the debt includes scheduled payments on the mortgage notes, acquisition related promissory notes and acquisition related notes payable, net of corresponding portions of the unamortized debt discount and unamortized deferred financing costs.
Schedule of Interest and Amortization Expense	Total interest and amortization expense on the Company’s debt obligations during the three and nine months ended September 30, 2024 and 2023 are as follows: Three months ended Nine months ended September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023 Interest expense on debt $ 7,595 $ 10,713 $ 22,308 $ 31,746 Amortization of debt discount 1,509 1,997 4,014 4,648 Amortization of debt issuance costs 978 884 2,780 2,718 Other interest expense (income), net (338) (123) (608) (342) Total interest expense, net $ 9,744 $ 13,471 $ 28,494 $ 38,770

Property and Equipment (Tables)

Property and Equipment (Tables)	9 Months Ended
	Sep. 30, 2024
Property, Plant and Equipment [Abstract]
Property and Equipment and Related Depreciation Expense	Details of the Company’s property and equipment and related depreciation expense are summarized in the tables below: September 30, 2024 December 31, 2023 Land and buildings $ 115,277 $ 115,277 Furniture and fixtures 7,078 10,981 Equipment 34,311 43,123 Computers and software 2,445 4,033 Leasehold improvements 158,154 207,846 Construction in process 5,042 33,429 Total property and equipment, gross 322,307 414,689 Less: Accumulated depreciation (90,002) (116,191) Total property and equipment, net $ 232,305 $ 298,498 Three months ended Nine months ended September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023 Total depreciation expense for three and nine months ended $ 8,314 $ 10,612 $ 23,589 $ 26,109 Included in: Costs of sales related to inventory production $ 5,216 $ 6,154 14,782 15,379 Selling, general and administrative expenses $ 3,098 $ 4,458 8,807 10,730

Prepaid Expenses and Other Cu_2

Prepaid Expenses and Other Current Assets (Tables)	9 Months Ended
	Sep. 30, 2024
Prepaid Expense and Other Assets, Current [Abstract]
Schedule of Prepaid Expenses and Other Current Assets	Details of the Company’s prepaid expenses and other current assets are summarized in the table below: September 30, 2024 December 31, 2023 Prepaid expenses $ 11,083 $ 8,486 Short term deposits 1,180 1,148 Other current assets 2,298 11,957 Excise and sales tax receivable 266 367 Prepaid taxes — 753 Prepaid expenses and other current assets $ 14,827 $ 22,711

Other Non-Current Assets (Table

Other Non-Current Assets (Tables)	9 Months Ended
	Sep. 30, 2024
Other Assets, Noncurrent [Abstract]
Schedule of Other Non-Current Assets	Details of the Company’s other non-current assets are summarized in the table below: September 30, 2024 December 31, 2023 Long term deposits $ 8,599 $ 8,686 Investment in affiliates 775 775 Restricted cash 3,573 3,573 Other non-current assets $ 12,947 $ 13,034

Accrued Expenses and Other Cu_2

Accrued Expenses and Other Current Liabilities (Tables)	9 Months Ended
	Sep. 30, 2024
Payables and Accruals [Abstract]
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES	Details of the Company’s accrued expenses and other current liabilities are summarized in the table below: September 30, 2024 December 31, 2023 Taxes - property and other $ 4,375 $ 12,067 Other accrued expenses 10,139 26,323 Payroll liabilities 11,418 13,260 Other current liabilities 4,630 7,009 Accrued expenses and other current liabilities $ 30,562 $ 58,659

Warrants (Tables)

Warrants (Tables)	9 Months Ended
	Sep. 30, 2024
Equity [Abstract]
Summary of Outstanding Equity-Classified Warrants to Purchase Common Stock	As of September 30, 2024 and December 31, 2023, outstanding equity-classified warrants to purchase Common Shares consisted of the following: September 30, 2024 December 31, 2023 Expiration Number of Shares Exercise Price (Canadian Dollars) Number of Shares Exercise Price (Canadian Dollars) September 21, 2026 11,122,105 $ 1.96 11,122,105 $ 1.96 October 1, 2025 648,783 8.12 648,783 8.12 April 26, 2024 — — 5,394,945 10.35 11,770,888 $ 2.30 17,165,833 $ 4.83
Schedule of Warrant Activity	Warrant activity for the nine months ended September 30, 2024 and 2023 are summarized in the table below: Number of Warrants Weighted average Balance as of December 31, 2022 11,482,766 $ 7.22 Expired (5,439,038) 4.01 Balance as of September 30, 2023 6,043,728 $ 10.11 Balance as of December 31, 2023 17,165,833 $ 4.83 Expired (5,394,945) 10.35 Balance as of September 30, 2024 11,770,888 $ 2.30

Loss Per Share (Tables)

Loss Per Share (Tables)	9 Months Ended
	Sep. 30, 2024
Earnings Per Share [Abstract]
Schedule of Basic and Diluted Net Loss Per Share Attributable to the Company	Basic and diluted net loss per share attributable to the Company was calculated as follows: Three months ended Nine months ended September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023 Numerator: Net loss $ (1,763) $ (36,180) $ (49,974) $ (101,789) Less: net profit attributable to non-controlling interests 97 545 1,300 1,139 Net loss attributable to shareholders $ (1,860) $ (36,725) $ (51,274) $ (102,928) Denominator: Weighted average shares outstanding - basic and diluted 470,552,039 409,113,721 458,988,976 405,472,948 Loss per share - basic and diluted $ (0.004) $ (0.090) $ (0.112) $ (0.254)

Financial Instruments and Fai_2

Financial Instruments and Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2024
Fair Value Disclosures [Abstract]
Schedule of Financial Instruments Measured at Fair Value	The following table presents the Company’s financial instruments that are measured at fair value on a recurring basis: Level 1 Level 2 Level 3 Total September 30, 2024 Investment securities $ 33,091 $ — $ — $ 33,091 Total assets $ 33,091 $ — $ — $ 33,091 Derivative liability $ — $ — $ (2,448) $ (2,448) Total liabilities $ — $ — $ (2,448) $ (2,448) December 31, 2023 Derivative liability $ — $ — $ (119) $ (119) Total liabilities $ — $ — $ (119) $ (119)
Fair Value Measurement Inputs and Valuation Techniques	The following table summarizes the valuation techniques and key inputs used in the fair value measurement of Level 3 financial instruments: Financial asset/financial Valuation techniques Significant unobservable Relationship of unobservable Derivative liability Market approach Conversion Period Increase or decrease in conversion period will result in an increase or decrease in fair value

Goodwill and Intangible Assets

Goodwill and Intangible Assets (Tables)	9 Months Ended
	Sep. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Goodwill and Intangible Assets	Goodwill and intangible assets consist of the following: September 30, 2024 December 31, 2023 Goodwill $ — $ 19,274 Less: accumulated impairment on goodwill — (19,274) Total goodwill, net — — Licenses 127,236 108,700 Trademarks 24,881 45,936 Customer relationships 15,264 15,263 Total intangible assets 167,381 169,899 Less: accumulated amortization (101,107) (93,132) Total intangible assets, net $ 66,274 $ 76,767
Schedule of Amortization Expenses	mortization expense for the three and nine months ended September 30, 2024 and 2023 are as follows: Three months ended Nine months ended September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023 Amortization expense 2,759 4,577 8,924 14,031

Selling, General and Administ_2

Selling, General and Administrative Expenses (Tables)	9 Months Ended
	Sep. 30, 2024
Selling, General and Administrative Expense [Abstract]
Summary of Selling, General and Administrative Expenses	Selling, general and administrative expenses are summarized in the table below: Three months ended Nine months ended September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023 Salaries and benefits $ 22,705 $ 29,603 $ 61,841 $ 83,360 Professional fees 3,489 3,806 8,437 9,943 Depreciation and amortization 6,013 9,716 19,778 26,768 Operating facilities costs 10,331 10,207 32,001 31,282 Operating office and general expenses 5,132 1,911 15,839 5,949 Advertising and promotion 502 974 2,309 4,144 Other fees and expenses 1,143 255 2,429 2,449 Total selling, general and administrative expenses $ 49,315 $ 56,472 $ 142,634 $ 163,895

Other (Income) Expense, Net (Ta

Other (Income) Expense, Net (Tables)	9 Months Ended
	Sep. 30, 2024
Other Income and Expenses [Abstract]
Summary of Other Expense, Net	Other expense, net is summarized in the table below: Three months ended Nine months ended September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023 Change in fair value of the derivative liability $ — $ 25 $ 2,329 $ 55 Change in fair value of investments 4,195 — 4,195 — Restructuring expense 1,207 568 5,749 3,812 Other (income) /expense, net (1,191) 17 (2,185) (93) Adjustment for Held-For-Sale 16,420 — 16,420 — (Gain) /loss on disposal (56,865) 40 (56,241) 11,562 Rental income (61) (597) (176) (2,344) Total other (income) expense, net $ (36,295) $ 53 $ (29,909) $ 12,992

Divestiture (Tables)

Divestiture (Tables)	9 Months Ended
	Sep. 30, 2024
Discontinued Operations and Disposal Groups [Abstract]
Summary of Operating Results of Columbia Care MO, LLC	The table below summarizes the operating results of the disposed of business for the three and nine months ended September 30, 2024, and 2023: Three months ended Nine months ended September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023 Revenue $ 14,323 $ 24,838 $ 61,372 $ 74,011 Expenses $ 16,899 $ 30,631 $ 67,561 $ 86,183

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - Schedule of Revenues Disaggregated (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Disaggregation of Revenue [Line Items]
Revenue	$ 114,783	$ 129,183	$ 362,584	$ 382,962
Dispensary
Disaggregation of Revenue [Line Items]
Revenue	95,223	113,487	308,554	336,681
Cultivation and wholesale
Disaggregation of Revenue [Line Items]
Revenue	19,560	15,694	54,030	46,246
Other
Disaggregation of Revenue [Line Items]
Revenue	$ 0	$ 2	$ 0	$ 35

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Accounting Policies [Abstract]
Revenue discount	$ 31,482	$ 34,248	$ 105,366	$ 102,012

Inventory - Schedule of Invento

Inventory - Schedule of Inventory (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Inventory Disclosure [Abstract]
Accessories and supplies	$ 1,100	$ 1,158
Work-in-process - cannabis in cures and final vault	63,785	86,396
Finished goods - dried cannabis, concentrate and edible products	24,832	24,079
Total inventory	$ 89,717	$ 111,633

Inventory - Additional Informat

Inventory - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Inventory Disclosure [Abstract]
Inventory write down	$ 30	$ 7,489	$ 5,671	$ 8,126

Current and Long-Term Debt - Sc

Current and Long-Term Debt - Schedule of Current and Long-Term Obligations, Net (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Long-term debt, gross	$ 313,513	$ 317,728
Unamortized debt discount	(7,734)	(6,598)
Unamortized deferred financing costs	(5,769)	(7,747)
Total debt, net	300,010	303,383
Less current portion, net	(51,447)	(5,905)
Long-term portion	248,563	297,478
2026 Notes
Debt Instrument [Line Items]
Long-term debt, gross	185,000	185,000
2024 Notes
Debt Instrument [Line Items]
Long-term debt, gross	0	13,228
2027 Convertible Notes
Debt Instrument [Line Items]
Long-term debt, gross	25,550	0
2025 Convertible Notes
Debt Instrument [Line Items]
Long-term debt, gross	59,500	74,500
Mortgage Note
Debt Instrument [Line Items]
Long-term debt, gross	43,082	43,500
Acquisition related promissory notes
Debt Instrument [Line Items]
Long-term debt, gross	$ 381	$ 1,500

Current and Long-Term Debt - Ad

Current and Long-Term Debt - Additional Information (Details) $ / shares in Units, $ in Thousands

1 Months Ended

6 Months Ended

9 Months Ended

May 14, 2024 USD ($)

Mar. 19, 2024 USD ($)

Jan. 22, 2024 USD ($) d $ / shares shares

Oct. 23, 2023 USD ($)

Aug. 10, 2023 USD ($)

Feb. 03, 2022 USD ($)

Jun. 29, 2021 USD ($) day $ / shares

Sep. 30, 2022 USD ($)

Dec. 31, 2021 USD ($) installment

Sep. 30, 2024 USD ($) shares

Sep. 30, 2024 USD ($) instrument

Mar. 01, 2024 USD ($)

Jan. 22, 2024 $ / shares

Dec. 31, 2023 USD ($)

Sep. 30, 2023 USD ($)

Debt Disclosure [Line Items]

Derivative liability

$ 2,448

$ 2,448

$ 119

Last conversion day | d

5

Weighted average interest rate on indebtedness (in percent)

9.02%

9.02%

Exchange Agreement | Minimum

Debt Disclosure [Line Items]

Conversion price (in CAD per share) | $ / shares

$ 0.57

13% Notes due May 2024

Debt Disclosure [Line Items]

Debt instrument stated interest rate (in percent)

13%

Redemption of notes

$ 25,000

2024 Notes

Debt Disclosure [Line Items]

Financing costs

$ 3,373

2027 Convertible Notes

Debt Disclosure [Line Items]

Convertible debt amount

$ 200

$ 200

Derivative liability

$ 2,632

Debt issuance costs

5,952

2025 Convertible Notes

Debt Disclosure [Line Items]

Aggregate principal amount

$ 74,500

Debt instrument stated interest rate (in percent)

6%

6%

Financing costs

$ 3,190

Conversion price (in CAD per share) | $ / shares

$ 6.49

Percentage price of principal amount redeemed

120%

Percentage price of principal amount redeemed

100%

Embedded derivative liability measured at fair value

$ 15,099

2025 Convertible Notes | Convertible Debt

Debt Disclosure [Line Items]

Debt convertible, days prior to maturity date | day

10

2025 Convertible Notes | Exchange Agreement

Debt Disclosure [Line Items]

Debt instrument, repurchased face amount

25,000

$ 25,000

Discount on weighted average price of common shares (in percent)

12.50%

Debt conversion, remaining authorized repurchase amount

$ 15,000

Debt conversion, authorized repurchase amount

$ 25,000

2025 Convertible Notes | Exchange Agreement | On or Before January 31, 2024

Debt Disclosure [Line Items]

Debt instrument, repurchased face amount

$ 5,000

Discount on weighted average price of common shares (in percent)

12.50%

2025 Convertible Notes | Exchange Agreement | During February 2024

Debt Disclosure [Line Items]

Debt instrument, repurchased face amount

$ 5,000

2025 Convertible Notes | Exchange Agreement | January Through September, 2024

Debt Disclosure [Line Items]

Debt instrument, repurchased face amount

10,000

10,000

Debt conversion, remaining authorized repurchase amount

$ 15,000

$ 15,000

2025 Convertible Notes | Exchange Agreement | Minimum

Debt Disclosure [Line Items]

Trading volume of the common shares (in shares) | shares

600,000

2025 Convertible Notes | Exchange Agreement | Minimum | On or Before January 31, 2024

Debt Disclosure [Line Items]

Conversion price (in CAD per share) | $ / shares

$ 0.41

2025 Convertible Notes | Exchange Agreement | Minimum | During February 2024

Debt Disclosure [Line Items]

Debt instrument, convertible, stock price trigger | $ / shares

$ 0.47

2025 Convertible Notes | Exchange Agreement | Minimum | After February 2024 and On or Before December 31, 2024

Debt Disclosure [Line Items]

Debt instrument, convertible, stock price trigger | $ / shares

$ 0.87

2025 Convertible Notes | Exchange Agreement | Maximum

Debt Disclosure [Line Items]

Common stock, shares issued (in shares) | instrument

68,564,698

Mortgages | New York

Debt Disclosure [Line Items]

Aggregate principal amount

$ 20,000

Financing costs

$ 655

Interest rate (in percent)

2.25%

Debt instrument, number of monthly installments | installment

59

Debt instrument final balloon payment

$ 18,133

Mortgages | New Jersey

Debt Disclosure [Line Items]

Aggregate principal amount

$ 16,500

Financing costs

$ 209

Interest rate (in percent)

2.25%

Debt instrument final balloon payment

$ 15,734

Mortgages | Maryland | First Agreement

Debt Disclosure [Line Items]

Aggregate principal amount

$ 6,250

Financing costs

$ 195

Interest rate (in percent)

2.25%

Financing costs in connection with issuance of the convertible notes

$ 2,903

Mortgages | Delaware | Second Agreement

Debt Disclosure [Line Items]

Aggregate principal amount

1,800

Financing costs

$ 77

Interest rate (in percent)

2.25%

Financing costs in connection with issuance of the convertible notes

$ 1,723

Bought Deal Private Placement | 2026 Notes

Debt Disclosure [Line Items]

Aggregate principal amount

$ 185,000

Debt instrument stated interest rate (in percent)

9.50%

Aggregate gross proceeds

$ 153,250

Percentage of debt issued

100%

Bought Deal Private Placement | 13% Notes due May 2024

Debt Disclosure [Line Items]

Debt instrument stated interest rate (in percent)

13%

Debt exchange

$ 31,750

Bought Deal Private Placement | 13% Notes due May 2024 | Debt Modification

Debt Disclosure [Line Items]

Debt instrument stated interest rate (in percent)

13%

Unamortized debt discount and issuance costs

$ 2,153

Creditor fees

7,189

Legal fees

$ 301

Bought Deal Private Placement | 2027 Convertible Notes

Debt Disclosure [Line Items]

Aggregate principal amount

$ 25,750

Debt instrument stated interest rate (in percent)

9%

Aggregate gross proceeds

$ 15,600

Percentage of debt issued

80%

Conversion of convertible notes (in shares) | shares

655,736

Convertible debt amount

$ 200

$ 200

Bought Deal Private Placement | 2025 Convertible Notes

Debt Disclosure [Line Items]

Debt instrument stated interest rate (in percent)

6%

Debt exchange

$ 5,000

Current and Long-Term Debt - To

Current and Long-Term Debt - Total Interest and Amortization Expense on Debt Obligations (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Debt Disclosure [Abstract]
Interest expense on debt	$ 7,595	$ 10,713	$ 22,308	$ 31,746
Amortization of debt discount	1,509	1,997	4,014	4,648
Amortization of debt issuance costs	978	884	2,780	2,718
Other interest expense (income), net	(338)	(123)	(608)	(342)
Total interest expense, net	$ 9,744	$ 13,471	$ 28,494	$ 38,770

Property and Equipment - (Detai

Property and Equipment - (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	$ 322,307		$ 322,307		$ 414,689
Less: Accumulated depreciation	(90,002)		(90,002)		(116,191)
Total property and equipment, net	232,305		232,305		298,498
Total depreciation expense	8,314	$ 10,612	23,589	$ 26,109
Costs of sales related to inventory production
Property, Plant and Equipment [Line Items]
Total depreciation expense	5,216	6,154	14,782	15,379
Selling, general and administrative expenses
Property, Plant and Equipment [Line Items]
Total depreciation expense	3,098	$ 4,458	8,807	$ 10,730
Land and buildings
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	115,277		115,277		115,277
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	7,078		7,078		10,981
Equipment
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	34,311		34,311		43,123
Computers and software
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	2,445		2,445		4,033
Leasehold improvements
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	158,154		158,154		207,846
Construction in process
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	$ 5,042		$ 5,042		$ 33,429

Prepaid Expenses and Other Cu_3

Prepaid Expenses and Other Current Assets - (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Prepaid Expense and Other Assets, Current [Abstract]
Prepaid expenses	$ 11,083	$ 8,486
Short term deposits	1,180	1,148
Other current assets	2,298	11,957
Excise and sales tax receivable	266	367
Prepaid taxes	0	753
Prepaid expenses and other current assets	$ 14,827	$ 22,711

Other Non-Current Assets - (Det

Other Non-Current Assets - (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Other Assets, Noncurrent [Abstract]
Long term deposits	$ 8,599	$ 8,686
Investment in affiliates	775	775
Restricted cash	3,573	3,573
Other non-current assets	$ 12,947	$ 13,034

Accrued Expenses and Other Cu_3

Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Payables and Accruals [Abstract]
Taxes - property and other	$ 4,375	$ 12,067
Other accrued expenses	10,139	26,323
Payroll liabilities	11,418	13,260
Other current liabilities	4,630	7,009
Accrued expenses and other current liabilities	$ 30,562	$ 58,659

Shareholders' Equity - (Details

Shareholders' Equity - (Details) - USD ($) $ in Thousands	3 Months Ended			9 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2024
2027 Convertible Notes
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Convertible debt amount	$ 200			$ 200
Common Stock
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Conversion of convertible notes (in shares)		655,736	25,845,259
Common Stock | Green Leaf Transaction
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Conversion of convertible notes (in shares)	4,845,359			4,845,359
Common Stock | 2024 Notes
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Conversion of convertible notes (in shares)	25,845,259			25,845,259
Common Stock | 2027 Convertible Notes
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Conversion of convertible notes (in shares)	655,736			655,736
RSU's | Common Stock
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Conversion of convertible notes (in shares)				10,079,929

Warrants - Summary of Outstandi

Warrants - Summary of Outstanding Equity - Classified Warrants to Purchase Common Stock (Details) - $ / shares	Sep. 30, 2024	Dec. 31, 2023	Sep. 30, 2023	Dec. 31, 2022
Class of Warrant or Right [Line Items]
Number of shares issued and exercisable (in shares)	11,770,888	17,165,833	6,043,728	11,482,766
Exercise price (in CAD per share)	$ 2.30	$ 4.83	$ 10.11	$ 7.22
Equity-Classified Warrants
Class of Warrant or Right [Line Items]
Number of shares issued and exercisable (in shares)	11,770,888	17,165,833
Exercise price (in CAD per share)	$ 2.30	$ 4.83
Equity-Classified Warrants | Expiring on September 21, 2026
Class of Warrant or Right [Line Items]
Number of shares issued and exercisable (in shares)	11,122,105	11,122,105
Exercise price (in CAD per share)	$ 1.96	$ 1.96
Equity-Classified Warrants | Expiring on October 1, 2025
Class of Warrant or Right [Line Items]
Number of shares issued and exercisable (in shares)	648,783	648,783
Exercise price (in CAD per share)	$ 8.12	$ 8.12
Equity-Classified Warrants | Expiring on April 26, 2024
Class of Warrant or Right [Line Items]
Number of shares issued and exercisable (in shares)	0	5,394,945
Exercise price (in CAD per share)		$ 10.35

Warrants - Schedule of Warrant

Warrants - Schedule of Warrant Activity (Details) - $ / shares	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Class of Warrant or Right [Roll Forward]
Beginning balance (in shares)	17,165,833	11,482,766
Expired (in shares)	(5,394,945)	(5,439,038)
Ending balance (in shares)	11,770,888	6,043,728
Weighted average exercise price (Canadian dollars)
Beginning balance (in CAD per share)	$ 4.83	$ 7.22
Expired (in CAD per share)	10.35	4.01
Ending balance (in CAD per share)	$ 2.30	$ 10.11

Loss Per Share - (Details)

Loss Per Share - (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Numerator:
Net loss	$ (1,763)	$ (13,643)	$ (34,568)	$ (36,180)	$ (29,037)	$ (36,572)	$ (49,974)	$ (101,789)
Less: net profit attributable to non-controlling interests	97			545			1,300	1,139
Net loss attributable to shareholders	$ (1,860)			$ (36,725)			$ (51,274)	$ (102,928)
Denominator:
Weighted average shares outstanding - basic (in shares)	470,552,039			409,113,721			458,988,976	405,472,948
Weighted average shares outstanding - diluted (in shares)	470,552,039			409,113,721			458,988,976	405,472,948
Loss per share - basic (in usd per share)	$ (0.004)			$ (0.090)			$ (0.112)	$ (0.254)
Loss per share - diluted (in usd per share)	$ (0.004)			$ (0.090)			$ (0.112)	$ (0.254)

Financial Instruments and Fai_3

Financial Instruments and Fair Value Measurements - Schedule of Financial Instruments Measured at Fair Value (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability	$ (2,448)	$ (119)
Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment securities	33,091
Total assets	33,091
Derivative liability	(2,448)	(119)
Total liabilities	(2,448)	(119)
Level 1 | Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment securities	33,091
Total assets	33,091
Derivative liability	0	0
Total liabilities	0	0
Level 2 | Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment securities	0
Total assets	0
Derivative liability	0	0
Total liabilities	0	0
Level 3 | Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment securities	0
Total assets	0
Derivative liability	(2,448)	(119)
Total liabilities	$ (2,448)	$ (119)

Goodwill and Intangible Asset_2

Goodwill and Intangible Assets - Schedule of Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Finite Lived Intangible Assets [Line Items]
Goodwill	$ 0	$ 19,274
Less: accumulated impairment on goodwill	0	(19,274)
Total goodwill, net	0	0
Total intangible assets	167,381	169,899
Less: accumulated amortization	(101,107)	(93,132)
Total intangible assets, net	66,274	76,767
Licenses
Finite Lived Intangible Assets [Line Items]
Total intangible assets	127,236	108,700
Trademarks
Finite Lived Intangible Assets [Line Items]
Total intangible assets	24,881	45,936
Customer relationships
Finite Lived Intangible Assets [Line Items]
Total intangible assets	$ 15,264	$ 15,263

Goodwill and Intangible Asset_3

Goodwill and Intangible Assets - Schedule of Amortization Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense	$ 2,759	$ 4,577	$ 8,924	$ 14,031

Selling, General and Administ_3

Selling, General and Administrative Expenses - (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Selling, General and Administrative Expense [Abstract]
Salaries and benefits	$ 22,705	$ 29,603	$ 61,841	$ 83,360
Professional fees	3,489	3,806	8,437	9,943
Depreciation and amortization	6,013	9,716	19,778	26,768
Operating facilities costs	10,331	10,207	32,001	31,282
Operating office and general expenses	5,132	1,911	15,839	5,949
Advertising and promotion	502	974	2,309	4,144
Other fees and expenses	1,143	255	2,429	2,449
Total selling, general and administrative expenses	$ 49,315	$ 56,472	$ 142,634	$ 163,895

Other (Income) Expense, Net - S

Other (Income) Expense, Net - Summary of Other Expense, Net (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Other Income and Expenses [Abstract]
Change in fair value of the derivative liability	$ 0	$ 25	$ 2,329	$ 55
Change in fair value of investments	4,195	0	4,195	0
Restructuring expense	1,207	568	5,749	3,812
Other (income) /expense, net	(1,191)	17	(2,185)	(93)
Adjustment for Held-For-Sale	16,420	0	16,420	0
(Gain) /loss on disposal	(56,865)	40	(56,241)	11,562
Rental income	(61)	(597)	(176)	(2,344)
Total other (income) expense, net	$ (36,295)	$ 53	$ (29,909)	$ 12,992

Other (Income) Expense, Net - A

Other (Income) Expense, Net - Additional Information (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Other Income and Expenses [Abstract]
Restructuring expense amount	$ 5,749	$ 3,812
Restructuring reserve amount	$ 3,207

Divestiture - Additional Inform

Divestiture - Additional Information (Details) $ in Thousands				9 Months Ended
	Aug. 22, 2024 USD ($) facility dispensary	Jul. 29, 2024 USD ($) facility dispensary	Mar. 07, 2024 USD ($) facility dispensary	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gross proceeds of divested business				$ 34,371	$ 0
Disposal Group, Held-for-Sale or Disposed of by Sale | Utah Business Divestiture
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of dispensaries | dispensary			1
Number of facilities | facility			1
Gross proceeds of divested business, consideration			$ 6,500
Gross proceeds of divested business			3,900
Notes receivable			$ 2,600
Disposal Group, Held-for-Sale or Disposed of by Sale | Arizona Divestiture
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of dispensaries | dispensary		2
Number of facilities | facility		1
Gross proceeds of divested business		$ 15,000
Disposal Group, Held-for-Sale or Disposed of by Sale | Eastern Virginia Divestiture
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of dispensaries | dispensary		6
Number of facilities | facility		1
Disposal group, expected consideration, gross proceeds		$ 90,000
Disposal group, expected consideration, cash		20,000
Disposal group, expected consideration, equity		40,000
Disposal group, expected consideration, note receivable		$ 30,000
Note receivable, term		14 months
Disposal Group, Held-for-Sale or Disposed of by Sale | Florida Divestiture
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of dispensaries | dispensary	14
Number of facilities | facility	3
Disposal group, expected consideration, gross proceeds	$ 16,400
Disposal group, expected consideration, cash	14,400
Disposal group, expected consideration, note receivable	$ 2,000
Note receivable, term	1 year

Divestiture - Summary of Operat

Divestiture - Summary of Operating Results (Details) - Utah Business Divestiture - Disposal Group, Held-for-Sale or Disposed of by Sale - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Revenue	$ 14,323	$ 24,838	$ 61,372	$ 74,011
Expenses	$ 16,899	$ 30,631	$ 67,561	$ 86,183

Subsequent Events - (Details)

Subsequent Events - (Details) - Subsequent Event $ in Thousands	Oct. 01, 2024 USD ($)	Nov. 06, 2024 USD ($) retailLocation transaction facility
Florida Divestiture
Subsequent Event [Line Items]
Number of transactions | transaction		1
Number of retail locations | retailLocation		14
Number of facilities | facility		2
Gross proceeds of divested business, consideration		$ 5,000
Gross proceeds of divested business, consideration, note receivable		$ 2,000
Florida License
Subsequent Event [Line Items]
Expected proceeds from divestiture of businesses	$ 7,500