Verano (VRNOF) 10-Q 8 Aug 23 2023 Q2 Quarterly report Financial data

Cover

Cover - shares	6 Months Ended
	Jun. 30, 2023	Aug. 04, 2023
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2023
Document Transition Report	false
Entity File Number	000-56342
Entity Registrant Name	VERANO HOLDINGS CORP.
Entity Incorporation, State or Country Code	A1
Entity Tax Identification Number	98-1583243
Entity Address, Address Line One	415 North Dearborn Street
Entity Address, Address Line Two	4th Floor
Entity Address, City or Town	Chicago
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60654
City Area Code	312
Local Phone Number	265-0730
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	true
Entity Shell Company	false
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Entity Central Index Key	0001848416
Amendment Flag	false
Subordinate Voting Shares
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		343,367,514
Proportionate Voting Shares
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		0

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Current Assets:
Cash and Cash Equivalents	$ 102,579	$ 84,851
Accounts Receivable, net	28,658	16,580
Held for Sale Assets	1,735	3,433
Inventory	144,888	164,532
Prepaid Expenses and Other Current Assets	41,070	48,879
Total Current Assets	318,930	318,275
Property, Plant and Equipment, net	519,284	525,905
Right of Use Assets, net	84,249	82,278
Intangible Assets, net	1,135,036	1,180,766
Goodwill	269,282	269,088
Investment in Associates	6,716	6,977
Deposits and Other Assets	13,306	12,766
TOTAL ASSETS	2,346,803	2,396,055
Current Liabilities:
Accounts Payable	34,728	40,501
Accrued Liabilities	53,676	41,762
Income Tax Payable	227,086	252,767
Current Portion of Lease Liabilities	9,372	8,889
Current Portion of Debt	21,425	24,464
Acquisition Consideration Payable	2,032	18,262
Total Current Liabilities	348,319	386,645
Long-Term Liabilities:
Debt, net of Current Portion	398,953	388,540
Lease Liabilities, net of Current Portion	78,926	76,853
Deferred Income Taxes	189,307	196,473
Other Long-Term Liabilities	4,954	5,994
Total Long-Term Liabilities	672,140	667,860
TOTAL LIABILITIES	1,020,459	1,054,505
Contingencies and Other (See Note 11)
SHAREHOLDERS’ EQUITY	1,326,344	1,341,550
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$ 2,346,803	$ 2,396,055

Unaudited Interim Condensed Con

Unaudited Interim Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Revenues, net of Discounts	$ 234,115	$ 223,662	$ 461,175	$ 425,897
Cost of Goods Sold, net	118,924	125,547	236,799	229,165
Gross Profit	115,191	98,115	224,376	196,732
Selling, General, and Administrative Expenses	84,660	100,263	159,908	189,824
Operating Income (Loss)	30,430	(2,292)	64,207	8,768
Other Income (Expense), net:
Loss on Disposal of Property, Plant and Equipment	(388)	(203)	(322)	(1,192)
Gain (Loss) on Deconsolidation	0	(73)	0	9,485
Gain (Loss) on Previously Held Equity Interest	0	(171)	0	13,928
Loss on Debt Extinguishment	0	0	(663)	0
Interest Expense, net	(14,013)	(11,624)	(29,918)	(22,295)
Other Income (Expense), net	(1,411)	15,619	397	18,153
Total Other Income (Expense), net	(15,812)	3,548	(30,506)	18,079
Income Before Provision for Income Taxes and Non-Controlling Interest	14,618	1,256	33,701	26,847
Provision For Income Taxes	(27,679)	(11,103)	(55,999)	(36,617)
Net Loss Before Non-Controlling Interest	(13,061)	(9,847)	(22,298)	(9,770)
Net Income Attributable to Non-Controlling Interest	0	0	0	291
Net Loss Attributable to Verano Holdings Corp. & Subsidiaries	$ (13,061)	$ (9,847)	$ (22,298)	$ (10,061)
Net Loss per share - basic (in dollars per share)	$ (0.04)	$ (0.03)	$ (0.07)	$ (0.03)
Net Loss per share - diluted (in dollars per share)	$ (0.04)	$ (0.03)	$ (0.07)	$ (0.03)
Basic - weighted average shares outstanding (in shares)	342,533,911	328,519,193	342,006,385	327,402,503
Diluted - weighted average shares outstanding (in shares)	342,533,911	328,519,193	342,006,385	327,402,503
Variable Interest Entity, Primary Beneficiary
Operating Income (Loss)	$ (101)	$ (144)	$ (261)	$ 1,860

Unaudited Interim Condensed C_2

Unaudited Interim Condensed Consolidated Statements of Changes in Shareholders' Equity - USD ($) $ in Thousands	Total	SVS Shares (as converted)	Share Capital	Accumulated Other Comprehensive Income (Loss)	Accumulated Earnings (Deficit)	Non-Controlling Interest
Beginning balance (in shares) at Dec. 31, 2021		324,312,662
Beginning 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)		797,907
Share-based compensation	24,265		24,265
Issuance of shares in conjunction with acquisitions (in shares)		2,211,325
Issuance of shares in conjunction with acquisitions	18,760		18,760
Non-controlling interest adjustment for change in ownership	(1,567)					(1,567)
Contingent consideration & other adjustments to purchase accounting (in shares)		3,496,770
Contingent consideration & other adjustments to purchase accounting	35,231		35,231
Net income (loss)	(9,770)				(10,061)	291
Ending balance (in shares) at Jun. 30, 2022		330,818,664
Ending balance at Jun. 30, 2022	1,548,725		1,614,021	0	(65,296)	0
Beginning balance (in shares) at Mar. 31, 2022		327,868,398
Beginning balance at Mar. 31, 2022	1,522,783		1,578,232	0	(55,449)	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation (in shares)		26,570
Share-based compensation	12,523		12,523
Issuance of shares in conjunction with acquisitions (in shares)		808,258
Issuance of shares in conjunction with acquisitions	5,540		5,540
Contingent consideration & other adjustments to purchase accounting (in shares)		2,115,438
Contingent consideration & other adjustments to purchase accounting	17,726		17,726
Net income (loss)	(9,847)				(9,847)
Ending balance (in shares) at Jun. 30, 2022		330,818,664
Ending balance at Jun. 30, 2022	1,548,725		1,614,021	0	(65,296)	0
Beginning balance (in shares) at Dec. 31, 2022		339,983,374
Beginning balance at Dec. 31, 2022	1,341,550		1,665,957	(8)	(324,399)	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation (in shares)		942,573
Share-based compensation	4,482		4,482
Issuance of shares to relieve liability obligations, net (in shares)		816,021
Issuance of shares to relieve liability obligations, net	2,610		2,610
Contingent consideration & other adjustments to purchase accounting (in shares)		1,625,546
Net income (loss)	(22,298)				(22,298)
Ending balance (in shares) at Jun. 30, 2023		343,367,514
Ending balance at Jun. 30, 2023	1,326,344		1,673,049	(8)	(346,697)	0
Beginning balance (in shares) at Mar. 31, 2023		342,330,264
Beginning balance at Mar. 31, 2023	1,336,471		1,670,116	(9)	(333,636)	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation (in shares)		824,625
Share-based compensation	3,976		3,976
Issuance of shares to relieve liability obligations, net (in shares)		212,625
Issuance of shares to relieve liability obligations, net	(1,043)		(1,043)
Foreign currency translation adjustment	1			1
Net income (loss)	(13,061)				(13,061)
Ending balance (in shares) at Jun. 30, 2023		343,367,514
Ending balance at Jun. 30, 2023	$ 1,326,344		$ 1,673,049	$ (8)	$ (346,697)	$ 0

Unaudited Interim Condensed C_3

Unaudited Interim Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
CASH FLOW FROM OPERATING ACTIVITIES
Net loss attributable to Verano Holdings Corp. and Subsidiaries	$ (22,298)	$ (10,061)
Net income attributable to non-controlling interest	0	291
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	70,293	69,911
Stock based compensation	4,292	24,405
Right of use assets amortization	5,189	4,179
Non-cash interest expense	593	1,016
Loss on disposal of property, plant and equipment	322	1,192
Gain on deconsolidation	0	(9,485)
Gain on investments in associates	0	(13,928)
Loss on debt extinguishment	663	0
Unrealized loss on marketable securities	257	2,148
Decrease in fair value of contingent consideration	(3,466)	(9,102)
Other, net	2,420	4,907
Changes in operating assets and liabilities:
Accounts receivable	(11,302)	4,157
Accounts payable	(8,707)	14,686
Inventory	19,833	(19,927)
Income tax payable	(25,876)	5,508
Other assets, net	5,956	(6,128)
Other liabilities, net	2,571	(20,121)
NET CASH PROVIDED BY OPERATING ACTIVITIES	40,740	43,648
CASH FLOW FROM INVESTING ACTIVITIES
Purchases of property, plant and equipment	(16,541)	(86,851)
Proceeds from disposal of assets	2,172	1,841
Acquisition of business, net of cash acquired	(13,250)	(94,042)
Proceeds from sale of deconsolidation and investment in associates	0	19,576
NET CASH USED IN INVESTING ACTIVITIES	(27,619)	(159,476)
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from issuance of debt	32,167	120,774
Principal repayments of debt	(26,876)	(8,245)
Debt issuance costs paid	(684)	(2,986)
NET CASH PROVIDED BY FINANCING ACTIVITIES	4,607	109,543
Effects of exchange rate fluctuations on cash and cash equivalents	0	0
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	17,728	(6,285)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	84,851	99,118
CASH AND CASH EQUIVALENTS, END OF PERIOD	102,579	92,833
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid, net	30,191	10,608
NONCASH INVESTING AND FINANCING ACTIVITIES
Accrued capital expenditures	6,521	3,296
Stock issuance	2,610	53,950
Acquisitions
Tangible and intangible assets acquired, net of cash	0	17,533
Liabilities assumed	(194)	(4,362)
Acquisition consideration payable	13,250	72,364
Goodwill	194	8,507
Total	$ 13,250	$ 94,042

OVERVIEW AND BASIS OF PRESENTAT

OVERVIEW AND BASIS OF PRESENTATION	6 Months Ended
	Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
OVERVIEW AND BASIS OF PRESENTATION	Description of Business 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 U.S. As a vertically integrated provider, the Company owns, operates, manages, controls, and/or has licensing, consulting or other commercial agreements with cultivation, processing, and retail licenses 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. The Company’s Class A subordinate voting shares (the “Subordinate Voting Shares”) are listed on the Canadian Securities Exchange (the “CSE”), under the ticker symbol “VRNO” and are quoted in the United States on the OTCQX marketplace operated by the OTC Market Group, under the ticker symbol “VRNOF”. The Company’s corporate headquarters is located at 415 North Dearborn St., 4th Floor, Chicago, Illinois 60654. (b) Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, certain information and disclosures required by GAAP for annual financial statements have been omitted. In the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation have been included. Unless otherwise indicated, all references to “$” or “US$” in this document refer to United States dollars, and all references to “C$” refer to Canadian dollars. These unaudited interim condensed consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements and notes thereto as of and for the year ended December 31, 2022 (the "2022 Annual Audited Financials"), included in the Company’s Annual Report on Form 10-K filed with the SEC on March 30, 2023 (the "Form 10-K"). Certain prior year amounts have been reclassified to conform to the current year's presentation, which the Company does not consider to be material. The accompanying unaudited interim condensed consolidated financial statements include the accounts of Verano Holdings Corp. and its direct and indirect subsidiaries as well as the accounts of any entities over which the Company has a controlling financial interest in accordance with Accounting Standards Codification ("ASC") 810 Consolidation . The preparation of the Company’s unaudited interim condensed consolidated financial statements requires management to make estimates and assumptions that impact the reported amounts of assets, liabilities, revenue and expenses and the disclosure of assets and liabilities in such financial statements and in the accompanying notes. Actual results may differ materially from these estimates. The results of operations for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the 2023 full year or any future periods. The accompanying consolidated balance sheet as of December 31, 2022 has been derived from the audited consolidated balance sheet as of December 31, 2022 contained in the Form 10-K. (c) Basis of Consolidation The unaudited interim condensed consolidated financial statements have been prepared in accordance with GAAP and include the accounts of the Company and its subsidiaries, as well as the accounts of any entities over which the Company has a controlling financial interest in accordance with ASC 810 Consolidation . All transactions and balances between these entities have been eliminated upon consolidation. (d) Significant Accounting Policies There have been no changes to the Company’s significant accounting policies as described in Note 2 - Significant Accounting Policies to the 2022 Annual Audited Financials included in the Form 10-K. (e) Earnings (Loss) per Share Basic earnings (loss) per share is calculated using the treasury stock method, by dividing the net earnings (losses) attributable to shareholders by the weighted average number of shares (including the Company's Class B proportionate voting shares (the "Proportionate Voting Shares") on an as converted to Subordinate Voting Shares basis of 100 Subordinate Voting Shares to one Proportionate Voting Share) outstanding during each of the periods presented. Contingently issuable shares (including shares held in escrow) are not considered outstanding shares and consequently are not included in the earnings (loss) per share calculations. Diluted income per share is calculated by adjusting the weighted average number of shares outstanding to assume conversion of all dilutive potential shares. To determine diluted income per share, the Company assumes that any proceeds from the exercise of dilutive share options would be used to repurchase shares at the average market price during the period. The diluted income per share calculation excludes any potential conversion of share options and convertible debt, if any, that would increase earnings per share or decrease loss per share. No potentially dilutive share equivalents were included in the computation of diluted loss per share for the three and six months ended June 30, 2023 and 2022 because their impact would have been anti-dilutive. (f) Recently Issued Accounting Standards The Company reviews recently issued accounting standards on a quarterly basis and has determined there are no standards yet to be adopted which are relevant to the Company’s business for disclosure.

INVENTORY

INVENTORY	6 Months Ended
	Jun. 30, 2023
Inventory Disclosure [Abstract]
INVENTORY	2. INVENTORY The Company’s inventory consists of the following as of June 30, 2023 and December 31, 2022: June 30, December 31, Raw Materials $ 4,558 $ 7,120 Work in Process 109,436 123,101 Finished Goods 30,894 34,311 Total Inventory $ 144,888 $ 164,532

PROPERTY, PLANT AND EQUIPMENT

PROPERTY, PLANT AND EQUIPMENT	6 Months Ended
	Jun. 30, 2023
Property, Plant and Equipment [Abstract]
PROPERTY, PLANT AND EQUIPMENT	Property, plant and equipment and related accumulated depreciation consists of the following as of June 30, 2023 and December 31, 2022: June 30, December 31, Land $ 31,817 $ 31,877 Buildings and Improvements 197,453 197,819 Furniture and Fixtures 17,841 16,189 Computer Equipment and Software 23,687 21,478 Leasehold Improvements 223,352 211,785 Tools and Equipment 89,379 88,507 Vehicles 4,297 4,992 Assets Under Construction (1) 43,072 41,800 Total Property, Plant and Equipment, Gross 630,898 614,447 Less: Accumulated Depreciation (111,614) (88,542) Property, Plant and Equipment, Net $ 519,284 $ 525,905 (1) Assets under construction represent construction in progress related to facilities not yet completed or otherwise not placed in service. For the three months ended June 30, 2023 and June 30, 2022, depreciation expense included in costs of goods sold totaled $8,532 and $7,311, respectively. For the three months ended June 30, 2023 and June 30, 2022, depreciation expense included in selling, general, and administrative expense totaled $3,840 and $3,178, respectively. For the six months ended June 30, 2023 and June 30, 2022, depreciation expense included in costs of goods sold totaled $17,056 and $14,368, respectively. For the six months ended June 30, 2023 and June 30, 2022, depreciation expense included in selling, general, and administrative expense totaled $7,507 and $5,719, respectively.

INTANGIBLE ASSETS AND GOODWILL

INTANGIBLE ASSETS AND GOODWILL	6 Months Ended
	Jun. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
INTANGIBLE ASSETS AND GOODWILL	4. INTANGIBLE ASSETS AND GOODWILL Intangible assets are recorded at cost less accumulated amortization and impairment losses, if any. Intangible assets acquired in a business combination are measured at fair value as of the acquisition date. Amortization of definite life intangible assets is provided on a straight-line basis over their estimated useful lives. The estimated useful lives, residual values, and amortization methods for intangible assets are reviewed by the Company at each year end, and any changes in estimates are accounted for prospectively. As of June 30, 2023, 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 Balance as of June 30, 2023 $ 1,274,981 $ 54,166 $ 6,431 $ 1,335,578 Accumulated Amortization Balance as of January 1, 2023 143,246 9,579 1,987 154,812 Amortization 42,500 2,711 519 45,730 Balance as of June 30, 2023 $ 185,746 $ 12,290 $ 2,506 $ 200,542 Net Book Value Balance as of January 1, 2023 1,131,735 44,587 4,444 1,180,766 Balance as of June 30, 2023 $ 1,089,235 $ 41,876 $ 3,925 $ 1,135,036 Amortization periods of assets with finite lives are based on management’s estimates as of the date of acquisition. The following table outlines the estimated annual amortization expense related to intangible assets as of June 30, 2023: Year Ending December 31: Estimated Amortization 2023 (Remaining) $ 45,730 2024 91,461 2025 91,461 2026 90,746 2027 90,672 Thereafter 724,966 $ 1,135,036 The changes in the carrying amount of goodwill, by reportable segment, for the six months ended June 30, 2023 were as follows: January 1, 2023 Impairment Adjustments to purchase price allocation Acquisitions June 30, 2023 Cultivation $ 83,004 $ — $ — $ — $ 83,004 Retail 186,084 — 194 — 186,278 Total $ 269,088 $ — $ 194 $ — $ 269,282 As of June 30, 2023, the Company recorded a measurement period adjustment in connection with the September 7, 2022 acquisition of WSCC, Inc. The net impact led to an increase of $194 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

EARNINGS (LOSSES) PER SHARE	6 Months Ended
	Jun. 30, 2023
Earnings Per Share [Abstract]
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. The computations of net earnings (loss) per share on a basic and diluted basis, including reconciliations of the numerators and denominators, for the three and six months ended June 30, 2023 and June 30, 2022 were as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Numerator Net Loss attributable to Verano Holdings Corp. & Subsidiaries $ (13,061) $ (9,847) $ (22,298) $ (10,061) Denominator Basic Weighted-average shares outstanding – basic 342,533,911 328,519,193 342,006,385 327,402,503 Diluted Weighted-average shares outstanding – diluted 342,533,911 328,519,193 342,006,385 327,402,503 Net Loss per share - basic $ (0.04) $ (0.03) $ (0.07) $ (0.03) Net Loss per share - diluted $ (0.04) $ (0.03) $ (0.07) $ (0.03) Potentially dilutive securities of approximately 1,258,191 and 814,672 for the three and six months ended June 30, 2023 were not included in the computation of diluted earnings per share because their effect would have been anti-dilutive.

TRANSACTIONS

TRANSACTIONS	6 Months Ended
	Jun. 30, 2023
Business Combination and Asset Acquisition [Abstract]
TRANSACTIONS	6. TRANSACTIONS 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 unaudited interim condensed consolidated financial statements from the date of the acquisition. Any goodwill recognized is attributed based on reporting units. The purchase price allocations for the acquisitions reflect various fair value estimates and analyses which are subject to change within the measurement period, which is the one-year period subsequent to the acquisition date. The primary areas of the purchase price allocation that are subject to change relate to the fair value of certain tangible assets, the value of intangible assets acquired, and residual goodwill. The Company expects to continue to obtain information to assist in determining the fair value of the net assets acquired at the acquisition date during the measurement period. Measurement period adjustments that the Company determined to be material will be applied prospectively in the Company’s future consolidated financial statements, and depending on the nature of the adjustments, other periods subsequent to the period of acquisition could be affected. 2022 Business Combinations 420 Capital Management, LLC On April 5, 2021, Verano entered into an agreement to purchase 100% of the equity interests of 420 Capital Management, LLC (“Greengate”). Greengate is the license holder and operator of the Lombard and Roger’s Park dispensaries located in Illinois. The transaction received state regulatory approval in February 2022 and subsequently closed on March 11, 2022. Total consideration included cash of $7,448, forgiveness of other receivables of $2,894, and equity consideration of 1,403,067 Subordinate Voting Shares valued at $13,221 based on the fair value of the Subordinate Voting Shares as traded on the CSE on the date of the transaction, all of which was paid at the closing of the transaction. As of June 30, 2023, the total consideration had been paid in full. The Company engaged an independent valuation expert that uses appropriate valuation techniques, generally based on a forecast of the present value of expected future net cash flows, to determine the intangible assets appropriate fair value. The Company recognized an intangible asset for the cannabis license acquired at a fair value of $11,916. The residual purchase price of $8,767 was recognized as goodwill. During the second quarter of 2022, the Company recorded a prospective adjustment that resulted in an increase of $857 to goodwill related to a decrease of $476 to cash and cash equivalents, a decrease of $248 to inventory and a decrease of $133 to other current assets. During the fourth quarter of 2022, the Company recognized a decrease of $1,365 to the intangible license value offset by a corresponding $1,365 increase to goodwill. The Company's Unaudited Interim Condensed Consolidated Statements of Operations includes net revenues of $4,127 and $5,091 and net income of $167 and $59 related to the acquired operations of Greengate for the three and six months ended June 30, 2022, respectively. The Company's Unaudited Interim Condensed Consolidated Statements of Operations includes net revenues of $4,876 and $9,395 and net income of $770 and $1,551 related to the acquired operations of Greengate for the three and six months ended June 30, 2023, respectively. Pro forma net revenues and net (loss) for the consolidated company for the six months ended June 30, 2022 are $428,709 and $(9,574), respectively. Such unaudited pro forma information gives effect to the Greengate acquisition as if it 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 transaction been consummated as of that time nor does it purport to be indicative of future financial operation results. 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 paid upon settlement of purchase price adjustments and $32 is to be paid upon delivery of a letter of transmittal from one former shareholder. The transaction also included equity consideration of 1,536,685 Subordinate Voting Shares valued at $9,742 based on the fair value of the Subordinate Voting Shares as traded on the CSE on the date of the transaction, of which $7,663 or 1,208,745 Subordinate Voting Shares were issued at the closing of the transaction, $66 or 10,440 Subordinate Voting Shares will be issued upon the delivery of a letter of transmittal from one former shareholder, and $2,013 or 317,500 Subordinate Voting Shares were held back to secure indemnity claims, the balance of which will be paid 18 months subsequent to the closing of the transaction. The 10,440 Subordinate Voting Shares due to a former shareholder and 317,500 Subordinate Voting Shares held back to secure indemnity claims met equity classification at closing in accordance with ASC 815. As of June 30, 2023, the present value of unpaid deferred consideration of $32 is included in the Acquisition Consideration Payable balance on the Company’s Condensed Consolidated Balance Sheet. The Company engaged an independent valuation expert that uses appropriate valuation techniques, generally based on a forecast of the present value of expected future net cash flows, to determine the intangible assets appropriate fair value. The Company recognized an intangible asset for the cannabis licenses acquired at a fair value of $7,604. The residual purchase price of $2,514 was recognized as goodwill. The Company also recognized an additional $1,596 to goodwill related to the deferred tax liability associated with the acquired cannabis licenses. During the fourth quarter of 2022, the Company recognized a decrease of $181 to goodwill related to an increase of $99 to accrued liabilities and finalizing the purchase price adjustment in which the Company did not have to pay the $280 cash held back at closing. The Company also recognized a decrease of $660 to the intangible license value offset by a decrease of $139 to deferred taxes and an increase of $521 to goodwill. The Company recognized a $5,739 long-term indemnified asset measured using the same assumptions used to identify a $5,739 uncertain tax position, which is fully indemnifiable as outlined in the merger agreement. The long-term indemnified asset was increased by $3,324 in the fourth quarter of 2022. As of June 30, 2023, the Company recorded a measurement period adjustment which led to an increase of $194 to goodwill. The Company's Unaudited Interim Condensed Consolidated Statements of Operations includes net revenues of $3,654 and $7,128 and net income of $39 and $86 related to the acquired operations of Sierra Well for the three and six months ended June 30, 2023, respectively. 2022 Dispositions Canna Cuzzos, LLC Canna Cuzzos, LLC (“Canna Cuzzos”) is a medical marijuana licensee for a retail dispensary in Waldorf, Maryland. In 2017, a subsidiary of the Company entered into a management services agreement ("MSA") with Canna Cuzzos and provided operating and other services for Canna Cuzzos’ dispensary. In 2018, Verano Holdings 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 Holdings LLC consented to the sale, amended the options to receive an assignment of the LLC’s sale proceeds thereunder and agreed to provide the LLC administrative services in connection with the sale transaction. Prior to the sale of its parent company, Canna Cuzzos was consolidated with the Company through the Variable Interest Model (“VIE”) in accordance with ASC 810 . The assignment of the LLC’s sale proceeds resulted in a gain to the Company of $1,701 for the six months ended June 30, 2022 and is classified as a component of Other Income (Expense), net in the Unaudited Interim Condensed Consolidated Statement of Operations. ILDISP, LLC On March 30, 2016, Verano entered into a joint venture agreement to acquire 50% of ILDISP, LLC (“ILDISP”). NH Medicinal Dispensaries, LLC, a wholly owned subsidiary of ILDISP, is the holder of two marijuana licenses which allow 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. Other Acquisition Consideration Payable Adjustments During the six months ended June 30, 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 June 30, 2023, the outstanding consideration has been in full; (ii) a $500 cash payment reducing the acquisition consideration payable balance for the 2020 acquisition of Elevele, LLC, and as of June 30, 2023, the outstanding consideration has been 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 Unaudited Interim Condensed Consolidated Statement of Operations, and as of June 30, 2023, the outstanding consideration value was estimated to be zero.

DEBT

DEBT	6 Months Ended
	Jun. 30, 2023
Debt Disclosure [Abstract]
DEBT	7. DEBT As of June 30, 2023, and December 31, 2022 debt consisted of the following: June 30, December 31, 2022 Credit Facility $ 350,000 $ 350,000 Secured Promissory Notes 8,129 36,805 Mortgage Loans 79,575 44,985 Vehicle and Equipment Loans 1,201 1,824 Unamortized Debt Issuance Costs (18,527) (20,610) Total Debt $ 420,378 $ 413,004 Less: Current Portion of Debt 21,425 24,464 Total Long-Term Debt, net $ 398,953 $ 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 (“CAA”), 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. The loan requires scheduled amortization payments of $350 per month and the remaining principal balance is due in full on October 30, 2026. The 2022 Credit Agreement also provides the Borrowers with the right to (a) incur up to $120,000 of additional indebtedness from third-party lenders secured by real estate excluded as collateral under the 2022 Credit Agreement, (b) incur additional mortgage financing from third-party lenders secured by real estate acquired after the closing date, and (c) upon the SAFE Banking Act or similar legislation making banking services available to U.S. cannabis companies being passed by the United States Congress, incur up to $50,000 pursuant to a revolving credit facility from third-party lenders that is pari passu or subordinated to the 2022 Credit Agreement obligations, each of which are subject to customary conditions. The obligations under the 2022 Credit Agreement are secured by substantially all of the assets of the Borrowers, excluding vehicles, specified parcels of real estate and other customary exclusions. The 2022 Credit Agreement provides for a floating annual interest rate equal to the prime rate then in effect plus 6.50%, which rate may be increased by 3.00% upon an event of default or 6.00% upon a material event of default as provided in the 2022 Credit Agreement. At any time, the Company may voluntarily prepay up to $100,000 of the principal balance, subject to a $1,000 prepayment premium, and may make an additional prepayment of all outstanding principal balance for a prepayment premium at varying rates based on the timing of such prepayment. The Borrowers may not voluntarily prepay more than $100,000 of the principal balance without prepaying the entire outstanding principal balance of the loan. The 2022 Credit Agreement includes customary representations and warranties and customary events of default, including, without limitation, payment defaults, breaches of representations and warranties, covenant defaults, cross-defaults to material indebtedness, and events of bankruptcy and insolvency. The 2022 Credit Agreement also includes customary negative covenants limiting the Borrowers’ ability to incur additional indebtedness and grant liens that are otherwise not permitted, and the ability to enter into or consummate acquisitions or dispositions that are not otherwise permitted, among others. Additionally, the 2022 Credit Agreement requires the Borrowers to meet certain financial tests regarding minimum cash balances, minimum levels of Adjusted EBITDA (as defined in the 2022 Credit Agreement) and a minimum fixed charge coverage ratio. As of June 30, 2023, the Company was in compliance with such covenants. George Archos, the Chairman, Chief Executive Officer and Founder of the Company, participated in the 2022 Credit Agreement as a lender funding $1,000 of the $350,000 principal amount. Mr. Archos is excluded from certain approval rights of the lenders and any penalty and fees are immaterial. Mortgages On June 29, 2022, the Company entered into a real estate loan with a community bank to borrow a principal amount of $18,000 secured by real estate and improvements thereon in Branchburg, New Jersey. The mortgage bears an interest rate of 4% and matures in July 2047. On 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. Vehicle and Equipment Loans The Company has two equipment loans with Constellation NewEnergy, Inc. that are paid in monthly installments and mature 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 paid 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 June 30, 2023. During the fourth quarter of 2022, the Company agreed to enter into a debt note, payable to the initial $12,500 of contingent consideration, in connection with the Agronomed acquisition, over equal installments in 2023 and as such the amount due was reclassified from Acquisition Consideration Payable to Current Portion of Debt balance on the Company’s Condensed Consolidated Balance Sheets as of June 30, 2023 and December 31, 2022.

SHARE CAPITAL

SHARE CAPITAL	6 Months Ended
	Jun. 30, 2023
Equity [Abstract]
SHARE CAPITAL	Subordinate Voting Shares and Proportionate Voting Shares are classified as equity. Incremental costs directly attributable to the issuance of shares are recognized as a deduction from equity. The proceeds from the exercise of stock options or warrants together with amounts previously recorded in reserves over the vesting periods are recorded as share capital. Income tax relating to transaction costs of an equity transaction is accounted for in accordance with ASC 740, Income Taxes . (a) Issued and Outstanding As of June 30, 2023, the Company had 343,367,514 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 six months ended June 30, 2023, the 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 six months ended June 30, 2023, the Company automatically converted each of the 133,373 remaining outstanding shares of Proportionate Voting Shares into 13,337,286 Subordinate Voting Shares. (b) Stock-Based Compensation In February 2021, the Company established the Verano Holdings Corp. Stock and Incentive Plan (the “Plan”), which provides for stock-based remuneration for its eligible directors, officers, employees, consultants, and advisors. The maximum number of restricted stock units ("RSUs"), 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. The Company measures the fair value of the services by reference to the fair value of the equity instruments granted. Equity-settled stock-based payments under stock-based payment plans are ultimately recognized as an expense in profit or loss with a corresponding credit to equity. The Company recognizes compensation expense on a straight-line basis over the requisite service period of the award. Estimates are subsequently revised if there is any indication that the number of shares expected to vest differs from the previous estimate. Any cumulative adjustment prior to vesting is recognized in the current period with no adjustment to prior periods for expense previously recognized. Option and RSU grants generally vest 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 Weighted Average Remaining Contractual Life Unvested Options Balance as of December 31, 2022 19,997 30.13 8.13 Granted — — — Forfeited — — — Vested 9,992 30.13 — Unvested Options Balance at June 30, 2023 10,005 30.13 7.62 Inception to date Vested and Exercisable at June 30, 2023 29,989 30.02 7.62 As of June 30, 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 six months ended June 30, 2023. Restricted Stock Units (“RSUs”) The following table summarizes the number of unvested RSU awards as of June 30, 2023 and December 31, 2022 and the changes during the six months ended June 30, 2023: Number of Shares Weighted Avg. Grant Date Fair Value Unvested RSUs at December 31, 2022 2,981,327 11.39 Granted 8,088,191 3.97 Forfeited 179,667 8.39 Vested 965,277 12.35 Unvested RSUs at June 30, 2023 9,924,574 5.30 The stock-based compensation expense for the three and six months ended June 30, 2023 and 2022 were as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Stock Options $ 87 $ 62 $ 163 $ 125 Restricted Stock Units 3,661 13,430 4,129 24,280 Total Stock Based Compensation Expense $ 3,748 $ 13,492 $ 4,292 $ 24,405

INCOME TAXES

INCOME TAXES	6 Months Ended
	Jun. 30, 2023
Income Tax Disclosure [Abstract]
INCOME TAXES	The following table summarizes the Company’s income tax expense and effective tax rates for the three and six months ended June 30, 2023 and 2022: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Income before Income Taxes $ 14,618 $ 1,256 $ 33,701 $ 26,847 Income Tax Expense (27,679) (11,103) (55,999) (36,617) Effective Tax Rate 189 % 663 % 166 % 112 % The effective tax rates for the three and six months ended June 30, 2023 and 2022 were based on the Company’s forecasted annualized effective tax rates and were adjusted for discrete items that occurred within the periods presented. Net discrete tax items of $7,340 were recorded during the three months ended June 30, 2023, increasing the year to date discrete tax items to $12,187, as of June 30, 2023. Discrete items recorded during the three months ended June 30, 2023 primarily relate to penalties and interest on unpaid tax liabilities, the permanent impacts of stock compensation, and book remeasurement adjustments not recognized for tax purposes. Due to its cannabis operations, the Company is subject to the limitations of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) Section 280E under which the Company is only allowed to deduct expenses directly related to sales of product. This results in permanent differences between ordinary and necessary business expenses deemed non-allowable under 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. During the second quarter of 2023, Connecticut, Illinois, and New Jersey enacted tax legislation to decouple from Section 280E of the Code, all of which are effective January 1, 2023. The Company has significant operations in these states and is now permitted to deduct ordinary and necessary cannabis business expenses in these states. As such, the effective tax rate for the three and six months ended June 30, 2023 reflects a state income tax benefit from this change, which is not reflected in the effective tax rate for the three and six months ended June 30, 2022.

LEASES

LEASES	6 Months Ended
	Jun. 30, 2023
Leases [Abstract]
LEASES	10. LEASES The Company has operating leases for some of its retail dispensaries and processing and cultivation facilities located throughout the U.S., as well as for its corporate office located in Illinois. Operating lease right-of-use assets and operating lease liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date. Leases with an initial term of 12 months or less are not recorded on the balance sheet. Certain leases require payments for taxes, insurance, and maintenance, and are considered non-lease components. The Company accounts for non-lease components separately. The Company determines if an arrangement is a lease at inception. The Company must consider whether the contract conveys the right to control the use of an identified asset. The Company leases certain business facilities from third parties under non-cancellable operating lease agreements that contain minimum rental provisions that expire through 2037. Some leases also contain renewal provisions and provide for rent abatement and escalating payments. During the three months ended June 30, 2023 and 2022, the Company recorded approximately $4,447 and $3,734 in operating lease expense, respectively, of which $165 and $173 was included in cost of goods sold for the same periods, respectively. During the six months ended June 30, 2023 and 2022, the Company recorded approximately $8,760 and $7,120 in operating lease expense, respectively, of which $371 and $320 was included in cost of goods sold for the same periods, respectively. Other information related to operating leases as of and for the periods ended June 30, 2023 and December 31, 2022, were as follows: June 30, 2023 December 31, 2022 Weighted average remaining lease term - years 8.09 8.12 Weighted average discount rate 8.53 % 8.02 % Maturities of lease liabilities for operating leases as of June 30, 2023 were as follows: Year Ending December 31, Maturities of Lease Liability Remainder 2023 $ 8,238 2024 16,319 2025 15,429 2026 14,506 2027 13,777 2028 and Thereafter 56,221 Total Lease Payments 124,490 Less: Imputed Interest (36,192) Present Value of Lease Liability $ 88,298

CONTINGENCIES AND OTHER

CONTINGENCIES AND OTHER	6 Months Ended
	Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
CONTINGENCIES AND OTHER	11. CONTINGENCIES AND 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 June 30, 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 also no proceedings in which the Company is a party and any of the Company’s directors, officers or affiliates is an adverse party or has a material interest adverse to the Company’s interest. On January 31, 2022, we entered into an Arrangement Agreement (the "GGH Arrangement Agreement") with Goodness Growth Holdings, Inc. ("GGH"), pursuant to which we agreed to acquire all of the issued and outstanding equity interests of GGH in exchange for equity interests in the Company, 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 us in the Supreme Court of British Columbia alleging that the Company breached (i) the GGH Arrangement Agreement through, among other things, the purported wrongful repudiation of the GGH Arrangement Agreement, (ii) the duty of good faith, and (iii) the duty of honest performance in contract. In addition, we filed a countersuit asserting that GGH owes us a termination fee in the amount of $14,875, or alternatively, the reimbursement of out-of-pocket fees and expenses of up to $3,000 because of our rightful termination of the GGH Arrangement Agreement, which was based upon our belief that GGH breached covenants and representations in the GGH Arrangement Agreement and the occurrence of other termination events. GGH filed a response to such counterclaim on December 8, 2022, in which GGH denied it was obligated to pay any termination fee or transaction expenses. As of June 30, 2023, there have been no material developments with respect to the legal proceedings with GGH previously disclosed in Item 3 of the Form 10-K. We can provide no guarantees or assurances that we will be able to win or settle this lawsuit or our counterclaim on favorable terms, if at all, and an adverse outcome could have a material adverse effect on our business, results of operations and financial condition. (b) 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 contingent liability and a corresponding charge in other income, net of $1,893 for the six months ended June 30, 2023. (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 marijuana at the state level, under U.S. federal law cannabis (other than hemp) is a Schedule I controlled substance under the Controlled Substances Act (21 U.S.C. § 811) (the “Controlled Substances Act”) which means it is viewed by the U.S. federal government as a drug that has a high potential for abuse and no therapeutic value. Therefore, even in states or territories that have legalized cannabis to some extent, the cultivation, processing, distribution, possession and sale of cannabis violates the Controlled Substances Act. Moreover, individuals and entities may violate U.S. federal law if they aid and abet another in violating the Controlled Substances Act or conspire with another to violate the law. Violating the Controlled Substances Act is also a predicate for other crimes, including money laundering laws and the Racketeer Influenced and Corrupt Organizations Act. Violations of any U.S. federal laws and regulations could result in significant fines, penalties, administrative sanctions, convictions or settlements arising from civil proceedings conducted by either the federal government or private citizens, or criminal charges, including, but not limited to, disgorgement of profits, cessation of business activities, civil forfeiture or divestiture. Strict compliance with state and local laws with respect to cannabis may neither absolve the Company of liability under U.S. federal law, nor may it provide a defense to any federal proceeding which may be brought against the Company. This could have a material adverse effect on the Company, including its reputation and ability to conduct business, its cannabis licenses in the U.S., the listing and trading of its securities on stock exchanges and platforms, its financial position, operating results, profitability, liquidity and the market price of its publicly traded shares. In addition, it is difficult for the Company to estimate the time or resources that would be needed for the investigation of any such matters or its final resolution because, in part, the time and resources that may be needed are dependent on the nature and extent of any information requested by the applicable authorities involved, and such time and resources could be substantial.

SEGMENTS

SEGMENTS	6 Months Ended
	Jun. 30, 2023
Segment Reporting [Abstract]
SEGMENTS	12. SEGMENTS The Company conducts and manages its business through two reportable segments, representing the major lines of its cannabis business: cultivation (wholesale) and retail. The cultivation (wholesale) segment consists of the cultivation, production and sale of cannabis products to retail stores. The retail segment consists of the retailing of cannabis to patients and consumers. Summarized financial information for these segments is as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Revenue, net of discounts Cultivation (Wholesale) $ 86,610 $ 67,673 $ 166,877 $ 120,681 Retail 186,358 185,308 370,600 349,642 Intersegment Eliminations (38,853) (29,319) (76,302) (44,426) Total Revenue, net of discounts $ 234,115 $ 223,662 $ 461,175 $ 425,897 Depreciation and Amortization Cultivation (Wholesale) $ 18,529 $ 19,089 $ 37,050 $ 38,814 Retail 16,708 16,388 33,243 31,097 Total Depreciation and Amortization $ 35,237 $ 35,477 $ 70,293 $ 69,911 Income taxes Cultivation (Wholesale) $ 8,754 $ 1,265 $ 19,011 $ 12,502 Retail 18,925 9,838 36,988 24,115 Total Income Taxes $ 27,679 $ 11,103 $ 55,999 $ 36,617 The Company’s assets are aggregated into two reportable segments (cultivation (wholesale) and retail). For the purposes of testing goodwill, the Company has identified 13 reporting units. The Company determined its reporting units by first reviewing the operating segments based on the geographic areas in which the Company conducts business (or each market). The markets were then further divided into reporting units based on the market operations (cultivation (wholesale) and retail) which were primarily determined based on the licenses each market holds. Substantially all revenues are derived from customers domiciled in the United States and substantially all assets are located in the United States.

LOYALTY OBLIGATIONS

LOYALTY OBLIGATIONS	6 Months Ended
	Jun. 30, 2023
Revenue from Contract with Customer [Abstract]
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 new loyalty program has a calculated standalone selling price that ranges between $0.03 1 and $0.06 1 per loyalty point. Upon redemption, the loyalty program obligation is relieved, and the offset is recorded as revenue. The Company estimates that 25% of points will not be redeemed (breakage) prior to their 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 70,000,000 1 points outstanding with an approximate value of $3,582. As of June 30, 2023, there were approximately 82,000,000 1 points outstanding with an approximate value of $4,203. Such balances are included in accrued liabilities on the Company's Condensed Consolidated Balance Sheets. 1 Such amount not in Thousands

CONSOLIDATION

CONSOLIDATION	6 Months Ended
	Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
CONSOLIDATION	14. 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 consolidated balance sheets as of June 30, 2023 and December 31, 2022. June 30, 2023 December 31, 2022 Current Assets $ 111,042 $ 48,952 Due To/(From) — — Non-Current Assets 81,823 72,081 Current Liabilities 17,277 10,193 Non-Current Liabilities 10,103 8,939 Non-Controlling Interest — — Equity attributable to Verano Holdings, Corp. 165,485 101,901 Consolidated Variable Interest Entities Consolidated VIEs occur when the Company closes an acquisition while the state has not finalized the transfer of the cannabis license. Consolidation occurs on the effective date of the purchase agreement and 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. The purchase agreements limit the sellers involvement in future operations, and their risks of loss. In addition, Verano enters into an MSA with the legal entity that grants the Company strategic decision-making ability of the business operations.

FAIR VALUE MEASURMENTS

FAIR VALUE MEASURMENTS	6 Months Ended
	Jun. 30, 2023
Fair Value Disclosures [Abstract]
FAIR VALUE MEASURMENTS	15. FAIR VALUE MEASUREMENTS The Company applies fair value accounting for all financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities that are required to be recorded at fair value, the Company considers all related factors of the asset by market participants in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions, and credit-risk. The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels, and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities; Level 2 – Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly; and Level 3 – Inputs for the asset or liability that are not based on observable market data. Financial Instruments The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities, debt, and acquisition consideration payable. For the Company’s long-term debt (which consists of a credit facility and mortgage loans), for which there were no quoted market prices of active trading markets, it was not practicable to estimate the fair value of these financial instruments. The carrying amount of debt as of June 30, 2023 and December 31, 2022 was $420,378 and $413,004, respectively, which included $21,425 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 June 30, 2023 Level 1 Level 2 Level 3 Total Cash and Cash Equivalents $ 102,579 $ — $ — $ 102,579 Investments 1,547 — — 1,547 Acquisition Consideration Payable — — (2,032) (2,032) Total $ 104,126 $ — $ (2,032) $ 102,094 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 June 30, 2023, the Company held publicly traded shares of $1,547, which is included in other assets in the accompanying Condensed Consolidated Balance Sheet, and is a Level 1 financial instrument.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	6 Months Ended
	Jun. 30, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	16. SUBSEQUENT EVENTS Resignation of R. Michael Smullen On July 19, 2023, R. Michael Smullen, a member of the Company's board of directors (the “Board”), informed the Company of his intention to resign from the Board and on July 19, 2023 the Board accepted Mr. Smullen’s resignation. Mr. Smullen’s resignation was not the result of any disagreement between Mr. Smullen and the Company, its management, the Board or any committee of the Board, or with respect to any matter relating to the Company’s operations, policies and practices, and such resignation is solely related to his desire to retire. Appointment of John Tipton and Charles Mueller On July 19, 2023, the Board approved an increase of the Board size from four to five members, and to fill the two vacancies the Board appointed John Allen Tipton, the Company’s President of the Southern Region, and Charles Frederick Mueller to serve as members of the Board, effective immediately. Additionally, the Board appointed Mr. Mueller as a member of the Audit Committee of the Board, effective immediately.

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Pay vs Performance Disclosure
Net Loss attributable to Verano Holdings Corp. & Subsidiaries	$ (13,061)	$ (9,847)	$ (22,298)	$ (10,061)

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended	6 Months Ended
	Jun. 30, 2023 shares	Jun. 30, 2023 shares
Trading Arrangements, by Individual
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false
Cristina Nuñez [Member]
Trading Arrangements, by Individual
Material Terms of Trading Arrangement		Cristina Nuñez, a member of the Company's board of directors, adopted a prearranged share trading plan with a brokerage firm on June 6, 2023. Ms. Nuñez's plan provides for the sale of 64,995 Subordinate Voting Shares between September 4, 2023 and December 1, 2025. Ms. Nuñez's trading plan was entered into during an open trading window 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.
Name	Cristina Nuñez
Title	member of the Company's board of directors
Rule 10b5-1 Arrangement Adopted	true
Adoption Date	June 6, 2023
Arrangement Duration	819 days
Aggregate Available	64,995	64,995

OVERVIEW AND BASIS OF PRESENT_2

OVERVIEW AND BASIS OF PRESENTATION (Policies)	6 Months Ended
	Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation	The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, certain information and disclosures required by GAAP for annual financial statements have been omitted. In the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation have been included. Unless otherwise indicated, all references to “$” or “US$” in this document refer to United States dollars, and all references to “C$” refer to Canadian dollars. These unaudited interim condensed consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements and notes thereto as of and for the year ended December 31, 2022 (the "2022 Annual Audited Financials"), included in the Company’s Annual Report on Form 10-K filed with the SEC on March 30, 2023 (the "Form 10-K"). Certain prior year amounts have been reclassified to conform to the current year's presentation, which the Company does not consider to be material.
Basis of Consolidation	The accompanying unaudited interim condensed consolidated financial statements include the accounts of Verano Holdings Corp. and its direct and indirect subsidiaries as well as the accounts of any entities over which the Company has a controlling financial interest in accordance with Accounting Standards Codification ("ASC") 810 Consolidation. The preparation of the Company’s unaudited interim condensed consolidated financial statements requires management to make estimates and assumptions that impact the reported amounts of assets, liabilities, revenue and expenses and the disclosure of assets and liabilities in such financial statements and in the accompanying notes. The unaudited interim condensed consolidated financial statements have been prepared in accordance with GAAP and include the accounts of the Company and its subsidiaries, as well as the accounts of any entities over which the Company has a controlling financial interest in accordance with ASC 810 Consolidation . All transactions and balances between these entities have been eliminated upon consolidation.
Earnings (Loss) per Share	Basic earnings (loss) per share is calculated using the treasury stock method, by dividing the net earnings (losses) attributable to shareholders by the weighted average number of shares (including the Company's Class B proportionate voting shares (the "Proportionate Voting Shares") on an as converted to Subordinate Voting Shares basis of 100 Subordinate Voting Shares to one Proportionate Voting Share) outstanding during each of the periods presented. Contingently issuable shares (including shares held in escrow) are not considered outstanding shares and consequently are not included in the earnings (loss) per share calculations. Diluted income per share is calculated by adjusting the weighted average number of shares outstanding to assume conversion of all dilutive potential shares.To determine diluted income per share, the Company assumes that any proceeds from the exercise of dilutive share options would be used to repurchase shares at the average market price during the period. The diluted income per share calculation excludes any potential conversion of share options and convertible debt, if any, that would increase earnings per share or decrease loss per share.
Intangible Assets	Intangible assets are recorded at cost less accumulated amortization and impairment losses, if any. Intangible assets acquired in a business combination are measured at fair value as of the acquisition date. Amortization of definite life intangible assets is provided on a straight-line basis over their estimated useful lives.

INVENTORY (Tables)

INVENTORY (Tables)	6 Months Ended
	Jun. 30, 2023
Inventory Disclosure [Abstract]
Schedule of Inventory, Current	The Company’s inventory consists of the following as of June 30, 2023 and December 31, 2022: June 30, December 31, Raw Materials $ 4,558 $ 7,120 Work in Process 109,436 123,101 Finished Goods 30,894 34,311 Total Inventory $ 144,888 $ 164,532

PROPERTY, PLANT AND EQUIPMENT (

PROPERTY, PLANT AND EQUIPMENT (Tables)	6 Months Ended
	Jun. 30, 2023
Property, Plant and Equipment [Abstract]
Property, Plant and Equipment	Property, plant and equipment and related accumulated depreciation consists of the following as of June 30, 2023 and December 31, 2022: June 30, December 31, Land $ 31,817 $ 31,877 Buildings and Improvements 197,453 197,819 Furniture and Fixtures 17,841 16,189 Computer Equipment and Software 23,687 21,478 Leasehold Improvements 223,352 211,785 Tools and Equipment 89,379 88,507 Vehicles 4,297 4,992 Assets Under Construction (1) 43,072 41,800 Total Property, Plant and Equipment, Gross 630,898 614,447 Less: Accumulated Depreciation (111,614) (88,542) Property, Plant and Equipment, Net $ 519,284 $ 525,905 (1)

INTANGIBLE ASSETS AND GOODWILL

INTANGIBLE ASSETS AND GOODWILL (Tables)	6 Months Ended
	Jun. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Finite-Lived Intangible Assets	As of June 30, 2023, 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 Balance as of June 30, 2023 $ 1,274,981 $ 54,166 $ 6,431 $ 1,335,578 Accumulated Amortization Balance as of January 1, 2023 143,246 9,579 1,987 154,812 Amortization 42,500 2,711 519 45,730 Balance as of June 30, 2023 $ 185,746 $ 12,290 $ 2,506 $ 200,542 Net Book Value Balance as of January 1, 2023 1,131,735 44,587 4,444 1,180,766 Balance as of June 30, 2023 $ 1,089,235 $ 41,876 $ 3,925 $ 1,135,036
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense	The following table outlines the estimated annual amortization expense related to intangible assets as of June 30, 2023: Year Ending December 31: Estimated Amortization 2023 (Remaining) $ 45,730 2024 91,461 2025 91,461 2026 90,746 2027 90,672 Thereafter 724,966 $ 1,135,036
Schedule of Goodwill	The changes in the carrying amount of goodwill, by reportable segment, for the six months ended June 30, 2023 were as follows: January 1, 2023 Impairment Adjustments to purchase price allocation Acquisitions June 30, 2023 Cultivation $ 83,004 $ — $ — $ — $ 83,004 Retail 186,084 — 194 — 186,278 Total $ 269,088 $ — $ 194 $ — $ 269,282

EARNINGS (LOSSES) PER SHARE (Ta

EARNINGS (LOSSES) PER SHARE (Tables)	6 Months Ended
	Jun. 30, 2023
Earnings Per Share [Abstract]
Schedule of Earnings Per Share, Basic and Diluted	The computations of net earnings (loss) per share on a basic and diluted basis, including reconciliations of the numerators and denominators, for the three and six months ended June 30, 2023 and June 30, 2022 were as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Numerator Net Loss attributable to Verano Holdings Corp. & Subsidiaries $ (13,061) $ (9,847) $ (22,298) $ (10,061) Denominator Basic Weighted-average shares outstanding – basic 342,533,911 328,519,193 342,006,385 327,402,503 Diluted Weighted-average shares outstanding – diluted 342,533,911 328,519,193 342,006,385 327,402,503 Net Loss per share - basic $ (0.04) $ (0.03) $ (0.07) $ (0.03) Net Loss per share - diluted $ (0.04) $ (0.03) $ (0.07) $ (0.03)

DEBT (Tables)

DEBT (Tables)	6 Months Ended
	Jun. 30, 2023
Debt Disclosure [Abstract]
Schedule of Long-Term Debt Instruments	As of June 30, 2023, and December 31, 2022 debt consisted of the following: June 30, December 31, 2022 Credit Facility $ 350,000 $ 350,000 Secured Promissory Notes 8,129 36,805 Mortgage Loans 79,575 44,985 Vehicle and Equipment Loans 1,201 1,824 Unamortized Debt Issuance Costs (18,527) (20,610) Total Debt $ 420,378 $ 413,004 Less: Current Portion of Debt 21,425 24,464 Total Long-Term Debt, net $ 398,953 $ 388,540

SHARE CAPITAL (Tables)

SHARE CAPITAL (Tables)	6 Months Ended
	Jun. 30, 2023
Equity [Abstract]
Schedule of Stock Options Roll Forward	Option activity is summarized as follows: Number of Shares Weighted Avg. Exercise Price Weighted Average Remaining Contractual Life Unvested Options Balance as of December 31, 2022 19,997 30.13 8.13 Granted — — — Forfeited — — — Vested 9,992 30.13 — Unvested Options Balance at June 30, 2023 10,005 30.13 7.62 Inception to date Vested and Exercisable at June 30, 2023 29,989 30.02 7.62
Schedule of Unvested Restricted Stock Units Roll Forward	The following table summarizes the number of unvested RSU awards as of June 30, 2023 and December 31, 2022 and the changes during the six months ended June 30, 2023: Number of Shares Weighted Avg. Grant Date Fair Value Unvested RSUs at December 31, 2022 2,981,327 11.39 Granted 8,088,191 3.97 Forfeited 179,667 8.39 Vested 965,277 12.35 Unvested RSUs at June 30, 2023 9,924,574 5.30
Share-Based Payment Arrangement, Expensed and Capitalized, Amount	The stock-based compensation expense for the three and six months ended June 30, 2023 and 2022 were as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Stock Options $ 87 $ 62 $ 163 $ 125 Restricted Stock Units 3,661 13,430 4,129 24,280 Total Stock Based Compensation Expense $ 3,748 $ 13,492 $ 4,292 $ 24,405

INCOME TAXES (Tables)

INCOME TAXES (Tables)	6 Months Ended
	Jun. 30, 2023
Income Tax Disclosure [Abstract]
Schedule of Effective Income Tax Rate Reconciliation	The following table summarizes the Company’s income tax expense and effective tax rates for the three and six months ended June 30, 2023 and 2022: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Income before Income Taxes $ 14,618 $ 1,256 $ 33,701 $ 26,847 Income Tax Expense (27,679) (11,103) (55,999) (36,617) Effective Tax Rate 189 % 663 % 166 % 112 %

LEASES (Tables)

LEASES (Tables)	6 Months Ended
	Jun. 30, 2023
Leases [Abstract]
Lease, Cost	Other information related to operating leases as of and for the periods ended June 30, 2023 and December 31, 2022, were as follows: June 30, 2023 December 31, 2022 Weighted average remaining lease term - years 8.09 8.12 Weighted average discount rate 8.53 % 8.02 %
Lessee, Operating Lease, Liability, Maturity	Maturities of lease liabilities for operating leases as of June 30, 2023 were as follows: Year Ending December 31, Maturities of Lease Liability Remainder 2023 $ 8,238 2024 16,319 2025 15,429 2026 14,506 2027 13,777 2028 and Thereafter 56,221 Total Lease Payments 124,490 Less: Imputed Interest (36,192) Present Value of Lease Liability $ 88,298

SEGMENTS (Tables)

SEGMENTS (Tables)	6 Months Ended
	Jun. 30, 2023
Segment Reporting [Abstract]
Schedule of Segment Reporting Information, by Segment	Summarized financial information for these segments is as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Revenue, net of discounts Cultivation (Wholesale) $ 86,610 $ 67,673 $ 166,877 $ 120,681 Retail 186,358 185,308 370,600 349,642 Intersegment Eliminations (38,853) (29,319) (76,302) (44,426) Total Revenue, net of discounts $ 234,115 $ 223,662 $ 461,175 $ 425,897 Depreciation and Amortization Cultivation (Wholesale) $ 18,529 $ 19,089 $ 37,050 $ 38,814 Retail 16,708 16,388 33,243 31,097 Total Depreciation and Amortization $ 35,237 $ 35,477 $ 70,293 $ 69,911 Income taxes Cultivation (Wholesale) $ 8,754 $ 1,265 $ 19,011 $ 12,502 Retail 18,925 9,838 36,988 24,115 Total Income Taxes $ 27,679 $ 11,103 $ 55,999 $ 36,617

CONSOLIDATION (Tables)

CONSOLIDATION (Tables)	6 Months Ended
	Jun. 30, 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 consolidated balance sheets as of June 30, 2023 and December 31, 2022. June 30, 2023 December 31, 2022 Current Assets $ 111,042 $ 48,952 Due To/(From) — — Non-Current Assets 81,823 72,081 Current Liabilities 17,277 10,193 Non-Current Liabilities 10,103 8,939 Non-Controlling Interest — — Equity attributable to Verano Holdings, Corp. 165,485 101,901

FAIR VALUE MEASURMENTS (Tables)

FAIR VALUE MEASURMENTS (Tables)	6 Months Ended
	Jun. 30, 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 June 30, 2023 Level 1 Level 2 Level 3 Total Cash and Cash Equivalents $ 102,579 $ — $ — $ 102,579 Investments 1,547 — — 1,547 Acquisition Consideration Payable — — (2,032) (2,032) Total $ 104,126 $ — $ (2,032) $ 102,094 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

OVERVIEW AND BASIS OF PRESENT_3

OVERVIEW AND BASIS OF PRESENTATION (Details)	3 Months Ended		6 Months Ended
	Jun. 30, 2023 state shares	Jun. 30, 2022 shares	Jun. 30, 2023 state shares	Jun. 30, 2022 shares
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of states in which entity operates | state	13		13
Common stock conversion ratio	100		100
Potentially dilutive share equivalents included in the computation of diluted loss per share (in shares) | shares	0	0	0	0

INVENTORY (Details)

INVENTORY (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Inventory Disclosure [Abstract]
Raw Materials	$ 4,558	$ 7,120
Work in Process	109,436	123,101
Finished Goods	30,894	34,311
Total Inventory	$ 144,888	$ 164,532

PROPERTY, PLANT AND EQUIPMENT -

PROPERTY, PLANT AND EQUIPMENT - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Total Property, Plant and Equipment, Gross	$ 630,898	$ 614,447
Less: Accumulated Depreciation	(111,614)	(88,542)
Property, Plant and Equipment, Net	519,284	525,905
Land
Property, Plant and Equipment [Line Items]
Total Property, Plant and Equipment, Gross	31,817	31,877
Buildings and Improvements
Property, Plant and Equipment [Line Items]
Total Property, Plant and Equipment, Gross	197,453	197,819
Furniture and Fixtures
Property, Plant and Equipment [Line Items]
Total Property, Plant and Equipment, Gross	17,841	16,189
Computer Equipment and Software
Property, Plant and Equipment [Line Items]
Total Property, Plant and Equipment, Gross	23,687	21,478
Leasehold Improvements
Property, Plant and Equipment [Line Items]
Total Property, Plant and Equipment, Gross	223,352	211,785
Tools and Equipment
Property, Plant and Equipment [Line Items]
Total Property, Plant and Equipment, Gross	89,379	88,507
Vehicles
Property, Plant and Equipment [Line Items]
Total Property, Plant and Equipment, Gross	4,297	4,992
Asset Under Construction
Property, Plant and Equipment [Line Items]
Total Property, Plant and Equipment, Gross	$ 43,072	$ 41,800

PROPERTY, PLANT AND EQUIPMENT_2

PROPERTY, PLANT AND EQUIPMENT - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Cost of Sales
Property, Plant and Equipment [Line Items]
Depreciation	$ 8,532	$ 7,311	$ 17,056	$ 14,368
Selling, General and Administrative Expenses
Property, Plant and Equipment [Line Items]
Depreciation	$ 3,840	$ 3,178	$ 7,507	$ 5,719

INTANGIBLE ASSETS AND GOODWIL_2

INTANGIBLE ASSETS AND GOODWILL - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Cost
Finite-lived intangible assets, gross	$ 1,335,578	$ 1,335,578
Accumulated Amortization
Beginning balance	154,812
Amortization	45,730
Ending balance	200,542
Net Book Value
Finite-lived intangible assets, net	1,135,036	1,180,766
Licenses
Cost
Finite-lived intangible assets, gross	1,274,981	1,274,981
Accumulated Amortization
Beginning balance	143,246
Amortization	42,500
Ending balance	185,746
Net Book Value
Finite-lived intangible assets, net	1,089,235	1,131,735
Tradenames
Cost
Finite-lived intangible assets, gross	54,166	54,166
Accumulated Amortization
Beginning balance	9,579
Amortization	2,711
Ending balance	12,290
Net Book Value
Finite-lived intangible assets, net	41,876	44,587
Technology
Cost
Finite-lived intangible assets, gross	6,431	6,431
Accumulated Amortization
Beginning balance	1,987
Amortization	519
Ending balance	2,506
Net Book Value
Finite-lived intangible assets, net	$ 3,925	$ 4,444

INTANGIBLE ASSETS AND GOODWIL_3

INTANGIBLE ASSETS AND GOODWILL - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
2023 (Remaining)	$ 45,730
2024	91,461
2025	91,461
2026	90,746
2027	90,672
Thereafter	724,966
Finite-lived intangible assets, net	$ 1,135,036	$ 1,180,766

INTANGIBLE ASSETS AND GOODWIL_4

INTANGIBLE ASSETS AND GOODWILL - Schedule of Goodwill (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2023 USD ($)
Goodwill [Roll Forward]
Beginning balance	$ 269,088
Impairment	0
Adjustments to purchase price allocation	194
Acquisitions	0
Ending balance	269,282
Cultivation
Goodwill [Roll Forward]
Beginning balance	83,004
Impairment	0
Adjustments to purchase price allocation	0
Acquisitions	0
Ending balance	83,004
Retail
Goodwill [Roll Forward]
Beginning balance	186,084
Impairment	0
Adjustments to purchase price allocation	194
Acquisitions	0
Ending balance	$ 186,278

INTANGIBLE ASSETS AND GOODWIL_5

INTANGIBLE ASSETS AND GOODWILL - Narrative (Details) - USD ($) $ in Thousands		3 Months Ended	6 Months Ended
	Jun. 30, 2023	Dec. 31, 2022	Jun. 30, 2023
Goodwill [Line Items]
Adjustments to purchase price allocation			$ 194
Sierra Well
Goodwill [Line Items]
Adjustments to purchase price allocation	$ 194	$ (181)

EARNINGS (LOSSES) PER SHARE - S

EARNINGS (LOSSES) PER SHARE - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Numerator
Net Loss attributable to Verano Holdings Corp. & Subsidiaries	$ (13,061)	$ (9,847)	$ (22,298)	$ (10,061)
Basic
Weighted-average shares outstanding - basic (in shares)	342,533,911	328,519,193	342,006,385	327,402,503
Diluted
Weighted-average shares outstanding - diluted (in shares)	342,533,911	328,519,193	342,006,385	327,402,503
Net Loss per share - basic (in dollars per share)	$ (0.04)	$ (0.03)	$ (0.07)	$ (0.03)
Net Loss per share - diluted (in dollars per share)	$ (0.04)	$ (0.03)	$ (0.07)	$ (0.03)

EARNINGS (LOSSES) PER SHARE - N

EARNINGS (LOSSES) PER SHARE - Narrative (Details) - shares	3 Months Ended	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2023
Earnings Per Share [Abstract]
Antidilutive securities excluded from computation of earnings per share, amount (in shares)	1,258,191	814,672

TRANSACTIONS - Narrative (Detai

TRANSACTIONS - Narrative (Details)							3 Months Ended				6 Months Ended
	Jun. 30, 2023 USD ($)	Sep. 07, 2022 USD ($) shares	Mar. 11, 2022 USD ($) shares	Mar. 01, 2022 USD ($)	Jan. 31, 2022 USD ($)	Mar. 30, 2016 dispensary license	Jun. 30, 2023 USD ($)	Dec. 31, 2022 USD ($)	Sep. 30, 2022 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Dec. 31, 2018
Business Acquisition [Line Items]
Goodwill	$ 269,282,000						$ 269,282,000	$ 269,088,000			$ 269,282,000
Adjustments to purchase price allocation											194,000
Pro forma revenue												$ 428,709,000
Pro forma net income (loss)												(9,574,000)
Acquisition consideration payable, current	2,032,000						2,032,000	18,262,000			2,032,000
Decrease in contingent consideration liability											3,466,000	9,102,000
Charleston
Business Acquisition [Line Items]
Gain (loss) on disposition of business				$ 7,857,000					$ 75,000	$ 73,000
TCE
Business Acquisition [Line Items]
Gain (loss) on disposition of business				$ 14,099,000					175,000	171,000
Maryland LLC | Canna Cuzzos
Business Acquisition [Line Items]
Ownership percentage													40%
Greengate
Business Acquisition [Line Items]
Percentage of voting interests acquired			100%
Cash consideration			$ 7,448,000
Forgiveness of other receivables			$ 2,894,000
Equity interest issued or issuable, number of shares (in shares) | shares			1,403,067
Equity interests issued and issuable			$ 13,221,000
Acquired intangible assets			11,916,000
Goodwill			$ 8,767,000
Adjustments to purchase price allocation								1,365,000		857,000
Business combination, provisional information, initial accounting incomplete, adjustment, cash and cash equivalents										476,000
Business combination, provisional information, initial accounting incomplete, adjustment, inventory										248,000
Business combination, provisional information, initial accounting incomplete, adjustment, other assets, current										133,000
Business combination, provisional information, initial accounting incomplete, adjustment, intangibles								1,365,000
Revenue related to acquired operations							4,876,000			4,127,000	9,395,000	5,091,000
Net income (loss) related to acquired operations							770,000			167,000	1,551,000	59,000
Sierra Well
Business Acquisition [Line Items]
Percentage of voting interests acquired		100%
Cash consideration		$ 5,773,000
Equity interest issued or issuable, number of shares (in shares) | shares		1,536,685
Equity interests issued and issuable		$ 9,742,000
Acquired intangible assets		7,604,000
Adjustments to purchase price allocation	194,000							(181,000)
Business combination, provisional information, initial accounting incomplete, adjustment, intangibles								660,000
Revenue related to acquired operations							3,654,000				7,128,000
Net income (loss) related to acquired operations							39,000				86,000
Cash consideration and liabilities incurred		6,085,000
Consideration transferred, liabilities incurred		$ 280,000
Acquisition consideration payable, current	32,000						32,000				32,000
Indemnity claim hold back period		18 months
Business combination, provisional information, initial accounting incomplete, adjustment, financial liabilities								99,000
Business combination, provisional information, initial accounting incomplete, adjustment, deferred income tax liabilities, net								139,000
Goodwill, subsequent recognition of deferred tax asset								521,000
Business combination, indemnification assets, amount as of acquisition date		$ 5,739,000
Unrecognized tax benefits, increase resulting from acquisition		$ 5,739,000						$ 3,324,000
Sierra Well | Issued Upon Delivery Of Letter Of Transmittal
Business Acquisition [Line Items]
Equity interest issued or issuable, number of shares (in shares) | shares		10,440
Equity interests issued and issuable		$ 66,000
Acquisition consideration payable, current		$ 32,000
Sierra Well | Issued At Closing
Business Acquisition [Line Items]
Equity interest issued or issuable, number of shares (in shares) | shares		1,208,745
Equity interests issued and issuable		$ 7,663,000
Sierra Well | Held Back To Secure Indemnity Claims
Business Acquisition [Line Items]
Equity interest issued or issuable, number of shares (in shares) | shares		317,500
Equity interests issued and issuable		$ 2,013,000
Sierra Well | Residual Purchase Price
Business Acquisition [Line Items]
Goodwill		2,514,000
Sierra Well | Deferred Taxes
Business Acquisition [Line Items]
Goodwill		$ 1,596,000
Canna Cuzzos
Business Acquisition [Line Items]
Percentage of voting interests acquired													40%
Proceeds from divestiture of businesses					$ 5,000,000
Gain (loss) on disposition of business												$ 1,701,000
ILDISP, LLC
Business Acquisition [Line Items]
Percentage of voting interests acquired				50%		50%
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
Business Acquisition [Line Items]
Decrease in contingent consideration liability											106,000
Elevele, LLC
Business Acquisition [Line Items]
Decrease in contingent consideration liability											500,000
NSE Holdings, LLC
Business Acquisition [Line Items]
Decrease in contingent consideration liability											3,466,000
Acquisition consideration payable	$ 0						$ 0				$ 0

DEBT - Schedule of Long-Term De

DEBT - Schedule of Long-Term Debt Instruments (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Unamortized Debt Issuance Costs	$ (18,527)	$ (20,610)
Total Debt	420,378	413,004
Less: Current Portion of Debt	21,425	24,464
Total Long-Term Debt, net	398,953	388,540
Secured Promissory Notes
Debt Instrument [Line Items]
Long-term debt, gross	8,129	36,805
Mortgage Loans
Debt Instrument [Line Items]
Long-term debt, gross	79,575	44,985
Vehicle and Equipment Loans
Debt Instrument [Line Items]
Long-term debt, gross	1,201	1,824
Secured Debt | Credit Facility
Debt Instrument [Line Items]
Long-term debt, gross	$ 350,000	$ 350,000

DEBT - Narrative (Details)

DEBT - Narrative (Details)	Mar. 09, 2023 USD ($) extension	Oct. 27, 2022 USD ($)	Jun. 30, 2023 USD ($) instrument	Dec. 31, 2022 USD ($)	Oct. 31, 2022 USD ($)	Jun. 29, 2022 USD ($)
Debt Instrument [Line Items]
Long-term debt, current maturities			$ 21,425,000	$ 24,464,000
Agronomed
Debt Instrument [Line Items]
Long-term debt, current maturities				$ 12,500,000
Purchase Money Loans | Minimum
Debt Instrument [Line Items]
Interest rate, stated percentage			5.50%
Purchase Money Loans | Maximum
Debt Instrument [Line Items]
Interest rate, stated percentage			10%
Credit Facility | Secured Debt | 2022 Credit Agreement
Debt Instrument [Line Items]
Debt instrument, face amount		$ 350,000,000
Additional incremental loan, maximum		100,000,000
Monthly amortization payment		350,000
Accordion feature, increase limit		120,000,000
Accordion feature, increase limit upon passing of legislation		50,000,000
Prepayment amount, maximum		100,000,000
Prepayment premium		1,000,000
Credit Facility | Secured Debt | 2022 Credit Agreement | Chief Executive Officer
Debt Instrument [Line Items]
Debt instrument, face amount		$ 1,000,000
Credit Facility | Secured Debt | 2022 Credit Agreement | Prime Rate
Debt Instrument [Line Items]
Basis spread on variable rate		6.50%
Credit Facility | Secured Debt | 2022 Credit Agreement | Prime Rate | Minimum
Debt Instrument [Line Items]
Basis spread on variable rate, increase upon event of default		3%
Credit Facility | Secured Debt | 2022 Credit Agreement | Prime Rate | Maximum
Debt Instrument [Line Items]
Basis spread on variable rate, increase upon event of default		6%
Credit Facility | Secured Debt | Credit Facility
Debt Instrument [Line Items]
Debt instrument, face amount					$ 19,000,000
Interest rate, stated percentage					14.30%
Debt issuance costs incurred					$ 100,000
Mortgage Loans
Debt Instrument [Line Items]
Debt instrument, face amount	$ 20,000,000					$ 18,000,000
Interest rate, stated percentage	5.75%					4%
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

SHARE CAPITAL - Narrative (Deta

SHARE CAPITAL - Narrative (Details)	6 Months Ended
	Jun. 30, 2023 vote class shares
Class of Stock [Line Items]
Number of classes of share capital | class	2
Common stock conversion ratio	100
Percentage of outstanding stock maximum	10%
Options granted in period (in shares)	0
Options expired in period (in shares)	0
Options forfeited in period (in shares)	0
Share-based payment arrangement, option
Class of Stock [Line Items]
Award expiration period	10 years
Minimum | Restricted Stock Units
Class of Stock [Line Items]
Award vesting period	12 months
Minimum | Share-based payment arrangement, option
Class of Stock [Line Items]
Award vesting period	12 months
Maximum | Restricted Stock Units
Class of Stock [Line Items]
Award vesting period	30 months
Maximum | Share-based payment arrangement, option
Class of Stock [Line Items]
Award vesting period	30 months
Subordinate Voting Shares
Class of Stock [Line Items]
Shares issued (in shares)	343,367,514
Shares outstanding (in shares)	343,367,514
Common stock, votes per share | vote	1
Subordinate Voting Shares | Stock Conversion 1
Class of Stock [Line Items]
Conversion of stock, shares issued (in shares)	44,997
Subordinate Voting Shares | Stock Conversion 2
Class of Stock [Line Items]
Conversion of stock, shares issued (in shares)	13,337,286
Proportionate Voting Shares
Class of Stock [Line Items]
Shares outstanding (in shares)	0
Common stock, votes per share | vote	100
Proportionate Voting Shares | Stock Conversion 1
Class of Stock [Line Items]
Conversion of stock, shares converted (in shares)	449
Proportionate Voting Shares | Stock Conversion 2
Class of Stock [Line Items]
Conversion of stock, shares converted (in shares)	133,373

SHARE CAPITAL - Schedule of Sto

SHARE CAPITAL - Schedule of Stock Options Roll Forward (Details)	6 Months Ended	12 Months Ended
	Jun. 30, 2023 $ / shares shares	Dec. 31, 2022 $ / shares shares	Jun. 30, 2023 $ / shares shares
Number of Shares
Unvested Options beginning balance (in shares) | shares	19,997
Granted (in shares) | shares	0
Forfeited (in shares) | shares	0
Vested (in shares) | shares	9,992
Unvested Options ending balance (in shares) | shares	10,005	19,997
Inception to date Vested and Exercisable (in shares) | shares	29,989		29,989
Weighted Avg. Exercise Price C$
Unvested Options beginning balance (in dollars per share) | $ / shares	$ 30.13	$ 30.13
Granted (in dollars per share) | $ / shares	0
Forfeited (in dollars per share) | $ / shares	0
Vested (in dollars per share) | $ / shares	30.13
Unvested Options ending balance (in dollars per share) | $ / shares	$ 30.13	$ 30.13
Inception to date Vested and Exercisable (in dollars per share) | $ / shares			$ 30.02
Weighted Average Remaining Contractual Life
Unvested	7 years 7 months 13 days	8 years 1 month 17 days
Inception to date Vested and Exercisable	7 years 7 months 13 days

SHARE CAPITAL - Schedule of Unv

SHARE CAPITAL - Schedule of Unvested Restricted Stock Units Roll Forward (Details) - Restricted Stock Units	6 Months Ended
	Jun. 30, 2023 $ / shares shares
Number of Shares
Beginning Balance (in shares) | shares	2,981,327
Granted (in shares) | shares	8,088,191
Forfeited (in shares) | shares	179,667
Vested (in shares) | shares	965,277
Ending balance (in shares) | shares	9,924,574
Weighted Avg. Grant Date Fair Value C$
Beginning balance | $ / shares	$ 11.39
Granted (in dollars per share) | $ / shares	3.97
Forfeited (in dollars per share) | $ / shares	8.39
Vested (in dollars per share) | $ / shares	12.35
Ending balance | $ / shares	$ 5.30

SHARE CAPITAL - Share-Based Pay

SHARE CAPITAL - Share-Based Payment Arrangement, Expensed and Capitalized, Amount (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total Stock Based Compensation Expense	$ 3,748	$ 13,492	$ 4,292	$ 24,405
Stock Options
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total Stock Based Compensation Expense	87	62	163	125
Restricted Stock Units
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total Stock Based Compensation Expense	$ 3,661	$ 13,430	$ 4,129	$ 24,280

INCOME TAXES - Schedule of Effe

INCOME TAXES - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Income Tax Disclosure [Abstract]
Income before Income Taxes	$ 14,618	$ 1,256	$ 33,701	$ 26,847
Income Tax Expense	$ (27,679)	$ (11,103)	$ (55,999)	$ (36,617)
Effective Tax Rate	189%	663%	166%	112%

INCOME TAXES - Narrative (Detai

INCOME TAXES - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023
Income Tax Disclosure [Abstract]
Net discrete tax items	$ 7,340		$ 12,187
Income taxes paid	$ 51,706	$ 37,323

LEASES - Narrative (Details)

LEASES - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Lessee, Lease, Description [Line Items]
Operating lease expense	$ 4,447	$ 3,734	$ 8,760	$ 7,120
Cost of Sales
Lessee, Lease, Description [Line Items]
Operating lease expense	$ 165	$ 173	$ 371	$ 320

LEASES - Lease, Cost (Details)

LEASES - Lease, Cost (Details)	Jun. 30, 2023	Dec. 31, 2022
Leases [Abstract]
Weighted average remaining lease term - years	8 years 1 month 2 days	8 years 1 month 13 days
Weighted average discount rate	8.53%	8.02%

LEASES - Lessee, Operating Leas

LEASES - Lessee, Operating Lease, Liability, Maturity (Details) $ in Thousands	Jun. 30, 2023 USD ($)
Leases [Abstract]
Remainder 2023	$ 8,238
2024	16,319
2025	15,429
2026	14,506
2027	13,777
2028 and Thereafter	56,221
Total Lease Payments	124,490
Less: Imputed Interest	(36,192)
Present Value of Lease Liability	$ 88,298

CONTINGENCIES AND OTHER (Detail

CONTINGENCIES AND OTHER (Details) - USD ($) $ in Thousands		6 Months Ended
	Oct. 21, 2022	Jun. 30, 2023
Loss Contingencies [Line Items]
Loss contingency accrual		$ 1,893
Loss contingency accrual, provision		$ 1,893
Goodness Growth Holdings, Inc. Litigation | Contract Termination, Fees
Loss Contingencies [Line Items]
Loss contingency, damages sought, value	$ 14,875
Goodness Growth Holdings, Inc. Litigation | Contract Termination, Expense Reimbursement
Loss Contingencies [Line Items]
Loss contingency, damages sought, value	$ 3,000

SEGMENTS - Narrative (Details)

SEGMENTS - Narrative (Details)	6 Months Ended
	Jun. 30, 2023 reportingUnit segment
Segment Reporting Information [Line Items]
Number of reportable segments | segment	2
Number of reporting units | reportingUnit	13

SEGMENTS - Schedule of Segment

SEGMENTS - Schedule of Segment Reporting Information, by Segment (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Segment Reporting Information [Line Items]
Total Revenue, net of discounts	$ 234,115	$ 223,662	$ 461,175	$ 425,897
Total Depreciation and Amortization	35,237	35,477	70,293	69,911
Total Income Taxes	27,679	11,103	55,999	36,617
Intersegment Eliminations
Segment Reporting Information [Line Items]
Total Revenue, net of discounts	(38,853)	(29,319)	(76,302)	(44,426)
Cultivation
Segment Reporting Information [Line Items]
Total Depreciation and Amortization	18,529	19,089	37,050	38,814
Total Income Taxes	8,754	1,265	19,011	12,502
Cultivation | Operating Segments
Segment Reporting Information [Line Items]
Total Revenue, net of discounts	86,610	67,673	166,877	120,681
Retail
Segment Reporting Information [Line Items]
Total Depreciation and Amortization	16,708	16,388	33,243	31,097
Total Income Taxes	18,925	9,838	36,988	24,115
Retail | Operating Segments
Segment Reporting Information [Line Items]
Total Revenue, net of discounts	$ 186,358	$ 185,308	$ 370,600	$ 349,642

LOYALTY OBLIGATIONS (Details)

LOYALTY OBLIGATIONS (Details)	6 Months Ended
	Jun. 30, 2023 USD ($) loyaltyPoint	Dec. 31, 2022 USD ($) loyaltyPoint
Disaggregation of Revenue [Line Items]
Percentage of loyalty points estimated to not be redeemed	25%
Loyalty point expiration period	6 months
Loyalty points outstanding | loyaltyPoint	82,000,000	70,000,000
Contract with customer, liability, current	$ 4,203,000	$ 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

CONSOLIDATION - Schedule of Var

CONSOLIDATION - Schedule of Variable Interest Entities (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Variable Interest Entity [Line Items]
Current Assets	$ 318,930	$ 318,275
Current Liabilities	348,319	386,645
Non-Current Liabilities	672,140	667,860
Equity attributable to Verano Holdings, Corp.	1,326,344	1,341,550
Variable Interest Entity, Primary Beneficiary
Variable Interest Entity [Line Items]
Current Assets	111,042	48,952
Due To/(From)	0	0
Non-Current Assets	81,823	72,081
Current Liabilities	17,277	10,193
Non-Current Liabilities	10,103	8,939
Non-Controlling Interest	0	0
Equity attributable to Verano Holdings, Corp.	$ 165,485	$ 101,901

FAIR VALUE MEASURMENTS - Narrat

FAIR VALUE MEASURMENTS - Narrative (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Long-term debt	$ 420,378	$ 413,004
Long-term debt, current maturities	21,425	24,464
Fair Value, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments	1,547	1,805
Level 1 | Fair Value, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments	$ 1,547	$ 1,805

FAIR VALUE MEASURMENTS - Schedu

FAIR VALUE MEASURMENTS - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and Cash Equivalents	$ 102,579	$ 84,851
Investments	1,547	1,805
Acquisition Consideration Payable	(2,032)	(18,262)
Total	102,094	68,394
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and Cash Equivalents	102,579	84,851
Investments	1,547	1,805
Acquisition Consideration Payable	0	0
Total	104,126	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	(2,032)	(18,262)
Total	$ (2,032)	$ (18,262)