Verano (VRNOF) 10-Q 8 May 24 2024 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Mar. 31, 2024	May 06, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2024
Document Transition Report	false
Entity File Number	000-56342
Entity Registrant Name	VERANO HOLDINGS CORP.
Entity Incorporation, State or Country Code	A1
Entity Tax Identification Number	98-1583243
Entity Address, Address Line One	224 W Hill Street
Entity Address, Address Line Two	Suite 400
Entity Address, City or Town	Chicago
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60610
City Area Code	312
Local Phone Number	265-0730
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Entity Central Index Key	0001848416
Amendment Flag	false
Subordinate Voting Shares
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		344,163,149
Proportionate Voting Shares
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		0

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Current Assets:
Cash and Cash Equivalents	$ 193,799	$ 174,760
Accounts Receivable, net	41,926	38,981
Held for Sale Assets	1,670	1,955
Inventory	166,175	155,768
Prepaid Expenses and Other Current Assets	15,209	22,732
Total Current Assets	418,779	394,196
Property, Plant and Equipment, net	499,142	501,304
Right of Use Assets, net	91,949	93,459
Intangible Assets, net	1,063,359	1,086,146
Goodwill	231,291	231,291
Deposits and Other Assets	10,500	12,349
TOTAL ASSETS	2,315,020	2,318,745
Current Liabilities:
Accounts Payable	28,310	31,281
Accrued Liabilities	61,302	66,766
Income Tax Payable	258,067	248,471
Current Portion of Lease Liabilities	9,889	9,750
Current Portion of Debt	53,412	52,005
Acquisition Consideration Payable	3,995	3,915
Total Current Liabilities	414,975	412,188
Long-Term Liabilities:
Debt, net of Current Portion	391,274	393,637
Lease Liabilities, net of Current Portion	86,368	87,397
Deferred Income Taxes	180,250	182,215
Other Long-Term Liabilities	3,237	3,228
Total Long-Term Liabilities	661,129	666,477
TOTAL LIABILITIES	1,076,104	1,078,665
SHAREHOLDERS’ EQUITY	1,238,916	1,240,080
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$ 2,315,020	$ 2,318,745

Unaudited Interim Condensed Con

Unaudited Interim Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Statement [Abstract]
Revenues, net of Discounts	$ 221,306	$ 227,060
Cost of Goods Sold, net	108,346	117,875
Gross Profit	112,960	109,185
Selling, General, and Administrative Expenses	90,289	75,243
Loss from Investments in Associates	0	(160)
Income from Operations	22,671	33,782
Other Income (Expense):
Gain (Loss) on Disposal of Property, Plant and Equipment	(143)	67
Loss on Debt Extinguishment	0	(663)
Interest Expense, net	(15,114)	(15,906)
Other Income (Expense), net	(759)	1,803
Total Other Income (Expense), net	(16,016)	(14,699)
Income Before Provision for Income Taxes and Non-Controlling Interest	6,655	19,083
Provision For Income Taxes	(11,477)	(28,320)
Net Loss Before Non-Controlling Interest	(4,822)	(9,237)
Net Income Attributable to Non-Controlling Interest	0	0
Net Loss Attributable to Verano Holdings Corp. & Subsidiaries	$ (4,822)	$ (9,237)
Net Loss per share – basic (in dollars per share)	$ (0.01)	$ (0.03)
Net Loss per share – diluted (in dollars per share)	$ (0.01)	$ (0.03)
Basic - weighted average shares outstanding (in shares)	344,083,000	341,478,860
Diluted - weighted average shares outstanding (in shares)	344,083,000	341,478,860

Unaudited Interim Condensed C_2

Unaudited Interim Condensed Consolidated Statements of Changes in Shareholders' Equity - USD ($) $ in Thousands	Total	Subordinate Voting Shares (as converted)	Share Capital	Accumulated Other Comprehensive Income (Loss)	Accumulated Earnings (Deficit)	Non-Controlling Interest
Beginning balance (in shares) at Dec. 31, 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)		117,948
Share-based compensation	506		506
Issuance of shares to relieve liability obligations, net (in shares)		603,396
Issuance of shares to relieve liability obligations, net	3,653		3,653
Foreign Currency Translation Adjustment	(1)			(1)
Contingent consideration & other adjustments to purchase accounting (in shares)		1,625,546
Net Loss	(9,237)				(9,237)
Ending balance (in shares) at Mar. 31, 2023		342,330,264
Ending balance at Mar. 31, 2023	1,336,471		1,670,116	(9)	(333,636)	0
Beginning balance (in shares) at Dec. 31, 2023		344,074,096
Beginning balance at Dec. 31, 2023	1,240,080		1,681,840	(13)	(441,747)	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation (in shares)		57,872
Share-based compensation	3,643		3,643
Foreign Currency Translation Adjustment	15			15
Contingent consideration & other adjustments to purchase accounting (in shares)		31,181
Net Loss	(4,822)				(4,822)
Ending balance (in shares) at Mar. 31, 2024		344,163,149
Ending balance at Mar. 31, 2024	$ 1,238,916		$ 1,685,483	$ 2	$ (446,569)	$ 0

Unaudited Interim Condensed C_3

Unaudited Interim Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
CASH FLOW FROM OPERATING ACTIVITIES
Net income (loss) attributable to Verano Holdings Corp. and Subsidiaries	$ (4,822)	$ (9,237)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	35,552	35,056
Right of use assets amortization	2,934	2,609
Non-cash interest expense	112	593
(Gain) Loss on disposal of property, plant and equipment	143	(67)
Loss on debt extinguishment	0	663
Unrealized (gain) loss on marketable securities	(693)	256
Decrease in fair value of contingent consideration	0	(3,466)
Stock based compensation	3,928	544
Other, net	1,778	1,193
Changes in operating assets and liabilities:
Accounts receivable	(3,232)	(1,670)
Inventory	(9,998)	10,885
Accounts payable	(4,031)	(11,316)
Income tax payable	9,597	(5,018)
Other assets, net	10,065	1,023
Other liabilities, net	(10,292)	(5,186)
NET CASH PROVIDED BY OPERATING ACTIVITIES	31,041	16,862
CASH FLOW FROM INVESTING ACTIVITIES
Purchases of property, plant and equipment	(9,699)	(8,555)
Proceeds from disposal of assets	0	1,830
NET CASH USED IN INVESTING ACTIVITIES	(9,699)	(6,725)
CASH FLOW FROM FINANCING ACTIVITIES
Acquisition of business, net of cash acquired	(32)	(500)
Proceeds from issuance of debt	0	23,710
Principal repayments of debt	(2,150)	(22,759)
Debt issuance costs paid	0	(309)
Other financing activities	(136)	0
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES	(2,318)	142
NET INCREASE IN CASH AND CASH EQUIVALENTS	19,024	10,279
Effects of exchange rate fluctuations on cash and cash equivalents	15	(1)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	174,760	84,851
CASH AND CASH EQUIVALENTS, END OF PERIOD	193,799	95,129
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid, net	15,002	15,313
Issuance of shares to relieve liability obligations, net	$ 0	$ 3,653

OVERVIEW AND BASIS OF PRESENTAT

OVERVIEW AND BASIS OF PRESENTATION	3 Months Ended
	Mar. 31, 2024
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 United States (“U.S.”). As a vertically integrated operator, the Company owns, operates, manages, controls, and/or has licensing, consulting or other commercial agreements with cultivation, processing, and retail 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, no par value (the “Subordinate Voting Shares”) are listed on Cboe Canada ("Cboe") 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 224 W Hill Street, Suite 400, Chicago, Illinois 60610. (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 Form 10-Q 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, 2023 (the "2023 Annual Audited Financials"), included in the Company’s Annual Report on Form 10-K filed with the SEC on March 15, 2024 (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 months ended March 31, 2024 are not necessarily indicative of the results to be expected for the 2024 full year or any future periods. The accompanying consolidated balance sheet as of December 31, 2023 has been derived from the audited consolidated balance sheet as of December 31, 2023 contained in the 2023 Annual Audited Financials included 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 2023 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, no par value (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 months ended March 31, 2024 and 2023 because their impact would have been anti-dilutive. (f) Recently Issued Accounting Standards In November 2023, the Financial Accounting Standards Board issued Accounting Standards Update 2023-07 - ASC 280 Segment Reporting - Improvements to Reportable Segment Disclosures ("ASC 280"), which extends the existing requirements for annual disclosures to quarterly periods, and requires that both annual and quarterly disclosures present segment expenses using line items consistent with information regularly provided to the chief operating decision maker. ASU 280 is effective for annual periods beginning after December 15, 2023 and quarterly periods beginning after December 15, 2024. The Company does not expect implementation of the new disclosure guidance to have a material impact to its consolidated financial statements.

INVENTORY

INVENTORY	3 Months Ended
	Mar. 31, 2024
Inventory Disclosure [Abstract]
INVENTORY	The Company’s inventory consists of the following as of March 31, 2024 and December 31, 2023: March 31, December 31, Raw Materials $ 3,573 $ 5,336 Work in Process 121,508 114,620 Packaging and Miscellaneous 8,327 7,899 Finished Goods 32,767 27,913 Total Inventory $ 166,175 $ 155,768 During the year ended December 31, 2023, the Company classified Packaging and Miscellaneous as a component of Prepaid Expenses and Other Current Assets on the Consolidated Balance Sheets as of December 31, 2023. Packaging and Miscellaneous has been reclassified to Inventory in the Unaudited Interim Condensed Consolidated Balance Sheets as of March 31, 2024, to better reflect the character of the underlying assets. Prior periods have been reclassified to conform to the current period presentation.

PROPERTY, PLANT AND EQUIPMENT

PROPERTY, PLANT AND EQUIPMENT	3 Months Ended
	Mar. 31, 2024
Property, Plant and Equipment [Abstract]
PROPERTY, PLANT AND EQUIPMENT	Property, plant and equipment and related accumulated depreciation consists of the following as of March 31, 2024 and December 31, 2023: March 31, December 31, Land $ 30,934 $ 30,934 Buildings and Improvements 194,274 194,274 Furniture and Fixtures 20,031 19,884 Computer Equipment and Software 26,912 25,861 Leasehold Improvements 232,904 230,877 Tools and Equipment 90,374 90,386 Vehicles 4,390 4,373 Assets Under Construction (1) 47,204 39,844 Total Property, Plant and Equipment, Gross 647,023 636,433 Less: Accumulated Depreciation (147,881) (135,129) Total Property, Plant and Equipment, Net $ 499,142 $ 501,304 (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 March 31, 2024 and March 31, 2023, depreciation expense included in costs of goods sold totaled $8,724 and $8,524, respectively. For the three months ended March 31, 2024 and March 31, 2023, depreciation expense included in selling, general, and administrative expense totaled $4,041 and $3,667, respectively.

INTANGIBLE ASSETS AND GOODWILL

INTANGIBLE ASSETS AND GOODWILL	3 Months Ended
	Mar. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
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 March 31, 2024, intangible assets consisted of the following: Licenses Tradenames Technology Total Cost Balance as of January 1, 2024 $ 1,269,326 $ 54,166 $ 6,431 $ 1,329,923 Balance as of March 31, 2024 $ 1,269,326 $ 54,166 $ 6,431 $ 1,329,923 Accumulated Amortization Balance as of January 1, 2024 225,751 15,001 3,025 243,777 Amortization 21,173 1,355 259 22,787 Balance as of March 31, 2024 $ 246,924 $ 16,356 $ 3,284 $ 266,564 Net Book Value Balance as of January 1, 2024 1,043,575 39,165 3,406 1,086,146 Balance as of March 31, 2024 $ 1,022,402 $ 37,810 $ 3,147 $ 1,063,359 The following table outlines the estimated annual amortization expense related to intangible assets as of March 31, 2024: Year Ending December 31, Estimated Amortization 2024 (Remaining) $ 68,361 2025 91,149 2026 90,434 2027 90,360 2028 90,342 Thereafter 632,713 Total $ 1,063,359 The changes in the carrying amount of goodwill, by reportable segment, for the three months ended March 31, 2024 were as follows: January 1, 2024 Impairment Adjustments to purchase price allocation Acquisitions March 31, 2024 Cultivation $ 49,318 $ — $ — $ — $ 49,318 Retail 181,973 — — — 181,973 Total $ 231,291 $ — $ — $ — $ 231,291

EARNINGS (LOSSES) PER SHARE

EARNINGS (LOSSES) PER SHARE	3 Months Ended
	Mar. 31, 2024
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 months ended March 31, 2024 and March 31, 2023 were as follows: For the Three Months Ended March 31, 2024 2023 Numerator Net Loss attributable to Verano Holdings Corp. $ (4,822) $ (9,237) Denominator Basic Weighted-average shares outstanding – basic 344,083,000 341,478,860 Diluted Weighted-average shares outstanding – diluted 344,083,000 341,478,860 Net Loss per share - basic & diluted (0.01) (0.03) Potentially dilutive securities of approximately 4,580,744 and 365,774 for the three months ended March 31, 2024 and March 31, 2023, respectively, were not included in the computation of diluted earnings per share because their effect would have been anti-dilutive.

TRANSACTIONS

TRANSACTIONS	3 Months Ended
	Mar. 31, 2024
Business Combination and Asset Acquisition [Abstract]
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. 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 held 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. During the quarter ended March 31, 2024, the Company paid cash consideration of $32 and issued 31,181 Subordinate Voting Shares to the former shareholders of Sierra Well, which had been held back to secure indemnification obligations of such shareholders. As of March 31, 2024, all consideration related to the acquisition has been paid.

DEBT

DEBT	3 Months Ended
	Mar. 31, 2024
Debt Disclosure [Abstract]
DEBT	As of March 31, 2024 and December 31, 2023 debt consisted of the following: March 31, December 31, 2023 Credit Facility $ 347,900 $ 348,950 Secured Promissory Notes 1,567 1,582 Mortgage Loans 110,257 111,221 Vehicle and Equipment Loans 961 1,081 Unamortized Debt Issuance Costs (15,999) (17,192) Total Debt $ 444,686 $ 445,642 Less: Current Portion of Debt 53,412 52,005 Total Long-Term Debt, net $ 391,274 $ 393,637 Credit Facility On October 27, 2022, Verano and certain of its subsidiaries and affiliates from time-to-time party thereto (collectively, the “Borrowers”), entered into a Credit Agreement (the “2022 Credit Agreement”) with Chicago Atlantic Admin, LLC, as administrative agent for the lenders, and the lenders from time-to-time party thereto, pursuant to which the lenders advanced the Borrowers a $350,000 senior secured term loan, all of which was used to repay the principal indebtedness outstanding under the Company's previous senior secured term loan credit facility. In connection with such repayment, such previous credit facility was terminated and is no longer in force or effect. The 2022 Credit Agreement provides the Borrowers with the right, subject to conditions, to request an additional incremental term loan in the aggregate principal amount of up to $100,000; provided that the lenders elect to fund such incremental term loan. Beginning in October 2023, the loan requires scheduled amortization payments of $350 per month and the remaining principal balance is due in full on October 30, 2026. The 2022 Credit Agreement also provides the Borrowers with the right to (a) incur up to $120,000 of additional indebtedness from third-party lenders secured by real estate excluded as collateral under the 2022 Credit Agreement, (b) incur additional mortgage financing from third-party lenders secured by real estate acquired after the closing date, and (c) upon the SAFE Banking Act or similar legislation making banking services available to U.S. cannabis companies being passed by the United States Congress, incur up to $50,000 pursuant to a revolving credit facility from third-party lenders that is pari passu or subordinated to the 2022 Credit Agreement obligations, each of which are subject to customary conditions. The obligations under the 2022 Credit Agreement are secured by substantially all of the assets of the Borrowers, excluding vehicles, specified parcels of real estate and other customary exclusions. The 2022 Credit Agreement provides for a floating annual interest rate equal to the prime rate then in effect plus 6.50%, which rate may be increased by 3.00% upon an event of default that is not a material event of default or 6.00% upon a material event of default. At any time, the Company may voluntarily prepay up to $100,000 of the principal balance, subject to a one-time $1,000 prepayment premium upon the first prepayment, and may prepay the remaining outstanding principal balance for a prepayment premium at varying rates based on the timing of any subsequent prepayments. The Borrowers may not voluntarily prepay more than $100,000 of the principal balance without prepaying the entire outstanding principal balance of the loan. 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 not otherwise 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 March 31, 2024, the Company was in compliance with such covenants.

SHARE CAPITAL

SHARE CAPITAL	3 Months Ended
	Mar. 31, 2024
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 March 31, 2024, the Company had 344,163,149 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. (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. 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 The Company had 37,711 fully vested and exercisable options, entitling the holder thereof to one Subordinate Voting Share per each option upon exercise, with a weighted average exercise price of C$30.11 and a weighted average remaining contractual life of 6.86 years as of March 31, 2024. 1,245 fully vested options, entitling the holder thereof to one Subordinate Voting Share per each option upon exercise, were cancelled during the three months ended March 31, 2024 due to termination of employment. No options were granted or forfeited during the three months ended March 31, 2024. As of March 31, 2024 and December 31, 2023, there were no in-the-money options. RSUs The following table summarizes the number of unvested RSU awards as of March 31, 2024 and December 31, 2023 and the changes during the three months ended March 31, 2024: Number of Shares Weighted Avg. Grant Date Fair Value Unvested RSUs at December 31, 2023 8,812,537 4.72 Granted 77,575 8.00 Forfeited 173,100 4.52 Vested 58,214 11.83 Unvested RSUs at March 31, 2024 8,658,798 4.72 The stock-based compensation expense for the three months ended March 31, 2024 and 2023 were as follows: Three Months Ended March 31, 2024 2023 Stock Options $ — $ 76 Restricted Stock Units 3,928 468 Total Stock Based Compensation Expense $ 3,928 $ 544

INCOME TAXES

INCOME TAXES	3 Months Ended
	Mar. 31, 2024
Income Tax Disclosure [Abstract]
INCOME TAXES	The following table summarizes the Company’s income tax expense and effective tax rates for the three months ended March 31, 2024 and 2023: For the Three Months Ended March 31, 2024 2023 Income before Income Taxes $ 6,655 $ 19,083 Income Tax Expense (11,477) (28,320) Effective Tax Rate 172 % 148 % The effective tax rates for the three months ended March 31, 2024 and 2023 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 $(236) and $4,847 were recorded during the three months ended March 31, 2024 and 2023, respectively. Discrete items recorded during the three months ended March 31, 2024 and 2023 primarily relate to penalties and interest on unpaid tax liabilities, impacts of prior period return to provision adjustments, remeasurement of deferred taxes for state tax rate changes, 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. Taxes paid during the three months ended March 31, 2024 and 2023 were $9,585 and $36,394, respectively.

LEASES

LEASES	3 Months Ended
	Mar. 31, 2024
Leases [Abstract]
LEASES	The Company has operating leases for some of its retail dispensaries and processing and production facilities located throughout the U.S., as well as for its corporate offices located in Chicago, Illinois. Operating lease right-of-use assets and operating lease liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date. Leases with an initial term of 12 months or less are not recorded on the Company's 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 March 31, 2024 and 2023, the Company recorded approximately $4,999 and $4,313 in operating lease expense, respectively, of which $114 and $206 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 March 31, 2024 and December 31, 2023, were as follows: March 31, 2024 December 31, 2023 Weighted average remaining lease term - years 8.09 8.19 Weighted average discount rate 9.62 % 9.52 % Maturities of lease liabilities for operating leases as of March 31, 2024 were as follows: Year Ending December 31, Maturities of Lease Liability 2024 (Remaining) $ 13,680 2025 18,099 2026 17,096 2027 16,435 2028 15,876 Thereafter 61,412 Total Lease Payments 142,598 Less: Imputed Interest (46,341) Present Value of Lease Liability $ 96,257

CONTINGENCIES AND OTHER

CONTINGENCIES AND OTHER	3 Months Ended
	Mar. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
CONTINGENCIES AND OTHER	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 March 31, 2024, other than as set forth below, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of the Company’s consolidated operations. There are no proceedings in which the Company is a party and any of the Company’s directors, officers or affiliates is an adverse party or has a material interest adverse to the Company’s interest. On January 31, 2022, the Company entered into an Arrangement Agreement (the "GGH Arrangement Agreement") with Goodness Growth Holdings, Inc. ("GGH"), pursuant to which it agreed to acquire all of the issued and outstanding equity interests of GGH in exchange for equity interests in the Company, subject to the conditions set forth in the GGH Arrangement Agreement. On October 13, 2022, the Company provided written notice to GGH of GGH’s breach of the GGH Arrangement Agreement and exercised the Company’s termination rights under the GGH Arrangement Agreement. On October 21, 2022, GGH filed suit against the Company in the Supreme Court of British Columbia alleging that the Company breached (i) the GGH Arrangement Agreement through, among other things, the purported wrongful repudiation of the GGH Arrangement Agreement, (ii) the duty of good faith, and (iii) the duty of honest performance in contract. In addition, on November 14, 2022, the Company filed a counterclaim asserting that GGH owes it a termination fee in the amount of $14,875, or alternatively, the reimbursement of out-of-pocket fees and expenses of up to $3,000 as a result of our termination of the GGH Arrangement Agreement, which was based upon our belief that GGH breached covenants and representations in the GGH Arrangement Agreement and the occurrence of other termination events. GGH filed a response to such counterclaim on December 7, 2022, in which GGH denied it was obligated to pay any termination fee or transaction expenses. As of March 31, 2024, both the Company and GGH are engaged in ongoing discovery efforts. Please see Note 17 - Subsequent Events for an update on this matter. The Company can provide no guarantees or assurances that it will prevail or settle this lawsuit or its counterclaim on favorable terms, if at all, and an adverse outcome could have a material adverse effect on its business, results of operations and financial condition. (b) Contingencies During the first quarter of 2023, the Company discovered a potential liability related to a previous acquisition that was deemed to be both probable and estimable. Per ASC 450 Contingencies , when both of these criteria are present, a contingent liability should be recorded. Based on this, the Company recorded a corresponding charge in Other Income, net of $1,893 for the three months ended March 31, 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 cannabis at the state level, under U.S. federal law cannabis (other than hemp) is a Schedule I controlled substance under the Controlled Substances Act (21 U.S.C. § 811) (the “Controlled Substances Act”) which means it is viewed by the U.S. federal government as a drug that has a high potential for abuse and no therapeutic value. Therefore, even in states or territories that have legalized cannabis to some extent, the cultivation, processing, distribution, possession and sale of cannabis violates the Controlled Substances Act. Moreover, individuals and entities may violate U.S. federal law if they aid and abet another in violating the Controlled Substances Act or conspire with another to violate the law. Violating the Controlled Substances Act is also a predicate for other crimes, including money laundering laws and the Racketeer Influenced and Corrupt Organizations Act. Violations of any U.S. federal laws and regulations could result in significant fines, penalties, administrative sanctions, convictions or settlements arising from civil proceedings conducted by either the federal government or private citizens, or criminal charges, including, but not limited to, disgorgement of profits, cessation of business activities, civil forfeiture or divestiture. Strict compliance with state and local laws with respect to cannabis may neither absolve the Company of liability under U.S. federal law, nor may it provide a defense to any federal proceeding which may be brought against the Company. This could have a material adverse effect on the Company, including its reputation and ability to conduct business, its cannabis licenses in the U.S., the listing and trading of its securities on stock exchanges and platforms, its financial position, operating results, profitability, liquidity and the market price of its publicly traded shares. In addition, it is difficult for the Company to estimate the time or resources that would be needed for the investigation of any such matters or its final resolution because, in part, the time and resources that may be needed are dependent on the nature and extent of any information requested by the applicable authorities involved, and such time and resources could be substantial. There can be no assurance that the comprehensive U.S. federal legislation that would de-schedule and de-criminalize cannabis will be passed in the near future or at all. If such legislation is passed, there is no guarantee that it will include provisions that preserve the current state-based cannabis programs under which the Company operates or that such legislation will otherwise be favorable to the Company and its business.

SEGMENTS

SEGMENTS	3 Months Ended
	Mar. 31, 2024
Segment Reporting [Abstract]
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: For the Three Months Ended March 31, 2024 2023 Revenue, net of Discounts Cultivation (Wholesale) $ 85,906 $ 80,267 Retail 168,588 184,242 Intersegment Eliminations (33,188) (37,449) Total Revenue, net of Discounts 221,306 227,060 Gross Profit Cultivation (Wholesale) 24,186 10,824 Retail 88,774 98,361 Total Gross Profit 112,960 109,185 Depreciation and Amortization Cultivation (Wholesale) 19,088 18,522 Retail 16,464 16,534 Total Depreciation and Amortization 35,552 35,056 Income taxes Cultivation (Wholesale) 5,907 10,257 Retail 5,570 18,063 Total Income Taxes 11,477 28,320

LOYALTY OBLIGATIONS

LOYALTY OBLIGATIONS	3 Months Ended
	Mar. 31, 2024
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 modified 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 20% of points will not be redeemed (breakage) prior to their six-month expiration dates. The Company continues to evaluate breakage and redemption values to determine the standalone selling price. As of December 31, 2023, there were approximately 110,000,000 1 points outstanding with an approximate value of $5,781. As of March 31, 2024, there were approximately 114,000,000 1 points outstanding with an approximate value of $6,015. Such balances are included in accrued liabilities on the Company's Condensed Consolidated Balance Sheets. 1 Such amount not in Thousands

CONSOLIDATION

CONSOLIDATION	3 Months Ended
	Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
CONSOLIDATION	In accordance with ASC 810, the Company consolidates through the variable interest entity ("VIE") model. The following table presents the summarized financial information about the Company’s consolidated VIEs, which are included in the Company's Condensed Consolidated Balance Sheets as of March 31, 2024 and December 31, 2023. March 31, 2024 December 31, 2023 Current Assets $ 8,857 $ 14,671 Non-Current Assets 26,730 28,568 Current Liabilities 30,915 30,437 Non-Current Liabilities 7,477 7,614 Equity attributable to Verano Holdings Corp. (2,805) 5,188 Consolidated Variable Interest Entities Consolidated VIEs occur when (a) the Company closes an acquisition while the state has not finalized the transfer of the cannabis license or (b) the Company owns an equity interest in a joint venture, which it exercises control over. Consolidation occurs on the effective date of the purchase agreement, or in the case of joint venture VIEs, on the effective date of a limited liability company agreement governing the applicable joint venture, and an 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 or the limited liability company agreement 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. The Company applies ASC 810-10-15 to determine control of the legal entity. With respect to VIEs acquired via acquisition, the purchase agreements limit the sellers involvement in future operations, and their risks of loss. With respect to joint venture VIEs, the limited liability company agreements limit the partners’ involvement in future operations and control over financial decisions, including distributions. In addition, Verano enters into an MSA with the legal entity that grants the Company strategic decision-making ability of the business operations. The Company is involved in all qualitative and quantitative aspects of each consolidated VIE, such as but not limited to, software choices, procurement, staffing and payroll, advertising, and use of cash flow. With respect to VIEs acquired via acquisition, the Company absorbs all risk of loss and receives expected future returns based on the purchase agreement and MSA, resulting in Verano being the primary beneficiary. Verano does not fully own all entities consolidated under ASC 810 and records a non-controlling interest for such non-owned portion in the Unaudited Interim Condensed Consolidated Financial Statements. The income of less-than-wholly owned entities is attributed to non-controlling interest and Verano based on the contractual arrangements between the other interest holders and Verano, or, in the absence of contractual arrangements, on a pro rata basis based on relative ownership percentage. As an exception to the aforementioned attribution method, during periods in which a less-than-wholly owned entity records an accumulated deficit, the net losses of the less-than-wholly owned subsidiary are, generally, attributed entirely to Verano.

FAIR VALUE MEASURMENTS

FAIR VALUE MEASURMENTS	3 Months Ended
	Mar. 31, 2024
Fair Value Disclosures [Abstract]
FAIR VALUE MEASURMENTS	The Company applies fair value accounting for all financial assets and liabilities that are recognized or disclosed at fair value in the Consolidated Financial Statements on a recurring basis. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities that are required to be recorded at fair value, the Company considers all related factors of the asset by market participants in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions, and credit-risk. The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels, and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities; Level 2 – Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly; and Level 3 – Inputs for the asset or liability that are not based on observable market data. Financial Instruments The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities, debt, and acquisition consideration payable. For the Company’s long-term debt (which primarily 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 March 31, 2024 and December 31, 2023 was $444,686 and $445,642, which included $53,412 and $52,005, 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 March 31, 2024 Level 1 Level 2 Level 3 Total Cash and Cash Equivalents $ 193,799 $ — $ — $ 193,799 Investments 2,988 — — 2,988 Acquisition Consideration Payable — — (3,995) (3,995) Total $ 196,787 $ — $ (3,995) $ 192,792 As of December 31, 2023 Level 1 Level 2 Level 3 Total Cash and Cash Equivalents $ 174,760 $ — $ — $ 174,760 Investments 2,294 — — 2,294 Acquisition Consideration Payable — — (3,915) (3,915) Total $ 177,054 $ — $ (3,915) $ 173,139 As of March 31, 2024, the Company held publicly traded shares of $2,988 which is included in other assets in the accompanying Condensed Consolidated Balance Sheet, and is a Level 1 financial instrument.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	3 Months Ended
	Mar. 31, 2024
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	2022 Credit Agreement 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 penalties and fees due to Mr. Archos under the 2022 Credit Agreement are immaterial to the Company. Two Pointo In October 2022, the Company entered into a conditional management and services agreements with each of Americana Dream, LLC and Green Therapy, LLC, operators of dispensaries in Illinois pursuant to social equity licenses issued by Illinois regulatory authorities (together, the “LLCs”), and in 2023 the Company received an aggregate of $10 for services rendered under the agreements. The Company sold products to the LLCs and two associated entities on a wholesale basis in the aggregate amounts of $424, net of discounts, in the first quarter of 2023 and $854, net of discounts, for the first quarter of 2024. Two Pointo, LLC (“Two Point”) has contractual rights to purchase ownership interests in the LLCs and associated entities, subject to submitting a request for and receiving applicable Illinois regulatory approvals and other conditions. The existing owners of the LLCs and associated entities will maintain ownership interests together with Two Point. In 2023, Darren Weiss, the Company’s President, received in connection with application support services rendered to an LLC in 2019, (i) a 2.73% profit interest in Two Point subject to Two Point’s purchase of ownership interests in the LLCs, and (ii) a profit interest in Two Point of 0.30%, and David Spreckman, the Company’s Chief Marketing Officer, received a profit interest in Two Point of 0.30% for services. All profit interests issued to Messrs. Weiss and Spreckman were voluntarily forfeited in 2024 as if they were never granted. Maria Fragias, an immediate family member of George Archos, the Company’s Chief Executive Officer, is the beneficiary of a trust that holds a 7.92% ownership interest and a 3.95% profit interest in Two Point. None of the trust or such persons has received any distributions, payments, or proceeds from Two Point. As of March 31, 2024, and December 31, 2023, the amounts due from the LLCs and two associated entities were $783 and $443, respectively. Leases The Company leases real property for a retail dispensary in Aurora, Illinois from 740 Rte. 59, LLC (“740”). Pursuant to the lease agreement, the Company made payments totaling $46 in the first quarter of 2023 and $46 during the first quarter of 2024, which payments consist of base rent, real estate taxes and customary tenant charges. George Archos, the Company’s Chief Executive Officer, holds an indirect 50% ownership interest in 740. Pursuant to the lease agreement, the initial term expires on June 30, 2030. The Company leases real property for a retail dispensary in Lombard, Illinois from 783 Butterfield LLC (“783”). Pursuant to the lease agreement, the Company made payments to 783 totaling $90 in the first quarter of 2023 and $91 during the first quarter of 2024, which payments consist of base rent, real estate taxes and customary tenant charges. George Archos, the Company’s Chief Executive Officer, holds a 50% indirect ownership interest in 783. Pursuant to the lease agreement, the initial term expires on January 11, 2031.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	On April 30, 2024, the Company made a voluntary prepayment of the outstanding principal and interest under the 2022 Credit Facility in the amount of $50,000 plus a $1,000 prepayment premium. In connection with such voluntary prepayment, liens over certain collateral pledged by the Company were released and certain subsidiaries of the Company were released as “Credit Parties” under the 2022 Credit Facility. On May 2, 2024, GGH filed an application with the Supreme Court of British Columbia seeking an order granting summary trial in the ongoing litigation between the Company and GGH regarding the GGH Arrangement Agreement. In the application, GGH stated it is seeking $860,900 in damages, plus costs and interest.

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Pay vs Performance Disclosure
Net Loss attributable to Verano Holdings Corp.	$ (4,822)	$ (9,237)

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
	Mar. 31, 2024
Trading Arrangements, by Individual
Material Terms of Trading Arrangement	On March 28, 2024, Destiny Thompson, the Company’s Chief People Officer, terminated a prearranged share trading plan, which was intended to satisfy the affirmative defenses of Rule 10b5-1(c) under the Exchange Act and the Company’s policies regarding insider transactions. On October 9, 2023, Cristina Nuñez, a director of the Company, terminated a prearranged share trading plan, which was intended to satisfy the affirmative defenses of Rule 10b5-1(c) under the Exchange Act and the Company’s policies regarding insider transactions.
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Terminated	false
Destiny Thompson [Member]
Trading Arrangements, by Individual
Name	Destiny Thompson
Title	Chief People Officer
Rule 10b5-1 Arrangement Terminated	true
Termination Date	March 28, 2024
Cristina Nunez [Member]
Trading Arrangements, by Individual
Name	Cristina Nuñez
Title	director
Rule 10b5-1 Arrangement Terminated	true
Termination Date	October 9, 2023

OVERVIEW AND BASIS OF PRESENT_2

OVERVIEW AND BASIS OF PRESENTATION (Policies)	3 Months Ended
	Mar. 31, 2024
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 Form 10-Q 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, 2023 (the "2023 Annual Audited Financials"), included in the Company’s Annual Report on Form 10-K filed with the SEC on March 15, 2024 (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 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, no par value (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.
Recently Issued Accounting Standards	Recently Issued Accounting Standards In November 2023, the Financial Accounting Standards Board issued Accounting Standards Update 2023-07 - ASC 280 Segment Reporting - Improvements to Reportable Segment Disclosures ("ASC 280"), which extends the existing requirements for annual disclosures to quarterly periods, and requires that both annual and quarterly disclosures present segment expenses using line items consistent with information regularly provided to the chief operating decision maker. ASU 280 is effective for annual periods beginning after December 15, 2023 and quarterly periods beginning after December 15, 2024. The Company does not expect implementation of the new disclosure guidance to have a material impact to its consolidated financial statements.
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)	3 Months Ended
	Mar. 31, 2024
Inventory Disclosure [Abstract]
Schedule of Inventory, Current	The Company’s inventory consists of the following as of March 31, 2024 and December 31, 2023: March 31, December 31, Raw Materials $ 3,573 $ 5,336 Work in Process 121,508 114,620 Packaging and Miscellaneous 8,327 7,899 Finished Goods 32,767 27,913 Total Inventory $ 166,175 $ 155,768

PROPERTY, PLANT AND EQUIPMENT (

PROPERTY, PLANT AND EQUIPMENT (Tables)	3 Months Ended
	Mar. 31, 2024
Property, Plant and Equipment [Abstract]
Schedule of Property, Plant and Equipment	Property, plant and equipment and related accumulated depreciation consists of the following as of March 31, 2024 and December 31, 2023: March 31, December 31, Land $ 30,934 $ 30,934 Buildings and Improvements 194,274 194,274 Furniture and Fixtures 20,031 19,884 Computer Equipment and Software 26,912 25,861 Leasehold Improvements 232,904 230,877 Tools and Equipment 90,374 90,386 Vehicles 4,390 4,373 Assets Under Construction (1) 47,204 39,844 Total Property, Plant and Equipment, Gross 647,023 636,433 Less: Accumulated Depreciation (147,881) (135,129) Total Property, Plant and Equipment, Net $ 499,142 $ 501,304 (1)

INTANGIBLE ASSETS AND GOODWILL

INTANGIBLE ASSETS AND GOODWILL (Tables)	3 Months Ended
	Mar. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Finite-Lived Intangible Assets	As of March 31, 2024, intangible assets consisted of the following: Licenses Tradenames Technology Total Cost Balance as of January 1, 2024 $ 1,269,326 $ 54,166 $ 6,431 $ 1,329,923 Balance as of March 31, 2024 $ 1,269,326 $ 54,166 $ 6,431 $ 1,329,923 Accumulated Amortization Balance as of January 1, 2024 225,751 15,001 3,025 243,777 Amortization 21,173 1,355 259 22,787 Balance as of March 31, 2024 $ 246,924 $ 16,356 $ 3,284 $ 266,564 Net Book Value Balance as of January 1, 2024 1,043,575 39,165 3,406 1,086,146 Balance as of March 31, 2024 $ 1,022,402 $ 37,810 $ 3,147 $ 1,063,359
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense	The following table outlines the estimated annual amortization expense related to intangible assets as of March 31, 2024: Year Ending December 31, Estimated Amortization 2024 (Remaining) $ 68,361 2025 91,149 2026 90,434 2027 90,360 2028 90,342 Thereafter 632,713 Total $ 1,063,359
Schedule of Goodwill	The changes in the carrying amount of goodwill, by reportable segment, for the three months ended March 31, 2024 were as follows: January 1, 2024 Impairment Adjustments to purchase price allocation Acquisitions March 31, 2024 Cultivation $ 49,318 $ — $ — $ — $ 49,318 Retail 181,973 — — — 181,973 Total $ 231,291 $ — $ — $ — $ 231,291

EARNINGS (LOSSES) PER SHARE (Ta

EARNINGS (LOSSES) PER SHARE (Tables)	3 Months Ended
	Mar. 31, 2024
Earnings Per Share [Abstract]
Schedule of Earnings (Loss) 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 months ended March 31, 2024 and March 31, 2023 were as follows: For the Three Months Ended March 31, 2024 2023 Numerator Net Loss attributable to Verano Holdings Corp. $ (4,822) $ (9,237) Denominator Basic Weighted-average shares outstanding – basic 344,083,000 341,478,860 Diluted Weighted-average shares outstanding – diluted 344,083,000 341,478,860 Net Loss per share - basic & diluted (0.01) (0.03)

DEBT (Tables)

DEBT (Tables)	3 Months Ended
	Mar. 31, 2024
Debt Disclosure [Abstract]
Schedule of Long-Term Debt Instruments	As of March 31, 2024 and December 31, 2023 debt consisted of the following: March 31, December 31, 2023 Credit Facility $ 347,900 $ 348,950 Secured Promissory Notes 1,567 1,582 Mortgage Loans 110,257 111,221 Vehicle and Equipment Loans 961 1,081 Unamortized Debt Issuance Costs (15,999) (17,192) Total Debt $ 444,686 $ 445,642 Less: Current Portion of Debt 53,412 52,005 Total Long-Term Debt, net $ 391,274 $ 393,637

SHARE CAPITAL (Tables)

SHARE CAPITAL (Tables)	3 Months Ended
	Mar. 31, 2024
Equity [Abstract]
Schedule of Unvested Restricted Stock Units Roll Forward	The following table summarizes the number of unvested RSU awards as of March 31, 2024 and December 31, 2023 and the changes during the three months ended March 31, 2024: Number of Shares Weighted Avg. Grant Date Fair Value Unvested RSUs at December 31, 2023 8,812,537 4.72 Granted 77,575 8.00 Forfeited 173,100 4.52 Vested 58,214 11.83 Unvested RSUs at March 31, 2024 8,658,798 4.72
Share-Based Payment Arrangement, Expensed and Capitalized, Amount	The stock-based compensation expense for the three months ended March 31, 2024 and 2023 were as follows: Three Months Ended March 31, 2024 2023 Stock Options $ — $ 76 Restricted Stock Units 3,928 468 Total Stock Based Compensation Expense $ 3,928 $ 544

INCOME TAXES (Tables)

INCOME TAXES (Tables)	3 Months Ended
	Mar. 31, 2024
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 months ended March 31, 2024 and 2023: For the Three Months Ended March 31, 2024 2023 Income before Income Taxes $ 6,655 $ 19,083 Income Tax Expense (11,477) (28,320) Effective Tax Rate 172 % 148 %

LEASES (Tables)

LEASES (Tables)	3 Months Ended
	Mar. 31, 2024
Leases [Abstract]
Lease, Cost	Other information related to operating leases as of and for the periods ended March 31, 2024 and December 31, 2023, were as follows: March 31, 2024 December 31, 2023 Weighted average remaining lease term - years 8.09 8.19 Weighted average discount rate 9.62 % 9.52 %
Lessee, Operating Lease, Liability, Maturity	Maturities of lease liabilities for operating leases as of March 31, 2024 were as follows: Year Ending December 31, Maturities of Lease Liability 2024 (Remaining) $ 13,680 2025 18,099 2026 17,096 2027 16,435 2028 15,876 Thereafter 61,412 Total Lease Payments 142,598 Less: Imputed Interest (46,341) Present Value of Lease Liability $ 96,257

SEGMENTS (Tables)

SEGMENTS (Tables)	3 Months Ended
	Mar. 31, 2024
Segment Reporting [Abstract]
Schedule of Segment Reporting Information, by Segment	Summarized financial information for these segments is as follows: For the Three Months Ended March 31, 2024 2023 Revenue, net of Discounts Cultivation (Wholesale) $ 85,906 $ 80,267 Retail 168,588 184,242 Intersegment Eliminations (33,188) (37,449) Total Revenue, net of Discounts 221,306 227,060 Gross Profit Cultivation (Wholesale) 24,186 10,824 Retail 88,774 98,361 Total Gross Profit 112,960 109,185 Depreciation and Amortization Cultivation (Wholesale) 19,088 18,522 Retail 16,464 16,534 Total Depreciation and Amortization 35,552 35,056 Income taxes Cultivation (Wholesale) 5,907 10,257 Retail 5,570 18,063 Total Income Taxes 11,477 28,320
Schedule of Reconciliation of Gross profit to Consolidated Income Before Provision For Income Taxes	The following table reconciles gross profit to consolidated income before provision for income taxes. For the Three Months Ended March 31, 2024 2023 Gross Profit 112,960 109,185 Selling, General, and Administrative Expenses (90,289) (75,243) Loss from Investments in Associates — (160) Total Other Income (Expense), net (16,016) (14,699) Income Before Provision for Income Taxes 6,655 19,083

CONSOLIDATION (Tables)

CONSOLIDATION (Tables)	3 Months Ended
	Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Schedule of Variable Interest Entities	March 31, 2024 and December 31, 2023. March 31, 2024 December 31, 2023 Current Assets $ 8,857 $ 14,671 Non-Current Assets 26,730 28,568 Current Liabilities 30,915 30,437 Non-Current Liabilities 7,477 7,614 Equity attributable to Verano Holdings Corp. (2,805) 5,188

FAIR VALUE MEASURMENTS (Tables)

FAIR VALUE MEASURMENTS (Tables)	3 Months Ended
	Mar. 31, 2024
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 March 31, 2024 Level 1 Level 2 Level 3 Total Cash and Cash Equivalents $ 193,799 $ — $ — $ 193,799 Investments 2,988 — — 2,988 Acquisition Consideration Payable — — (3,995) (3,995) Total $ 196,787 $ — $ (3,995) $ 192,792 As of December 31, 2023 Level 1 Level 2 Level 3 Total Cash and Cash Equivalents $ 174,760 $ — $ — $ 174,760 Investments 2,294 — — 2,294 Acquisition Consideration Payable — — (3,915) (3,915) Total $ 177,054 $ — $ (3,915) $ 173,139

OVERVIEW AND BASIS OF PRESENT_3

OVERVIEW AND BASIS OF PRESENTATION (Details)	3 Months Ended
	Mar. 31, 2024 state shares	Mar. 31, 2023 shares
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of states in which entity operates | state	13
Common stock conversion ratio	100
Potentially dilutive share equivalents included in the computation of diluted loss per share (in shares) | shares	0	0

INVENTORY (Details)

INVENTORY (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Inventory Disclosure [Abstract]
Raw Materials	$ 3,573	$ 5,336
Work in Process	121,508	114,620
Packaging and Miscellaneous	8,327	7,899
Finished Goods	32,767	27,913
Total Inventory	$ 166,175	$ 155,768

PROPERTY, PLANT AND EQUIPMENT -

PROPERTY, PLANT AND EQUIPMENT - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Total Property, Plant and Equipment, Gross	$ 647,023	$ 636,433
Less: Accumulated Depreciation	(147,881)	(135,129)
Total Property, Plant and Equipment, Net	499,142	501,304
Land
Property, Plant and Equipment [Line Items]
Total Property, Plant and Equipment, Gross	30,934	30,934
Buildings and Improvements
Property, Plant and Equipment [Line Items]
Total Property, Plant and Equipment, Gross	194,274	194,274
Furniture and Fixtures
Property, Plant and Equipment [Line Items]
Total Property, Plant and Equipment, Gross	20,031	19,884
Computer Equipment and Software
Property, Plant and Equipment [Line Items]
Total Property, Plant and Equipment, Gross	26,912	25,861
Leasehold Improvements
Property, Plant and Equipment [Line Items]
Total Property, Plant and Equipment, Gross	232,904	230,877
Tools and Equipment
Property, Plant and Equipment [Line Items]
Total Property, Plant and Equipment, Gross	90,374	90,386
Vehicles
Property, Plant and Equipment [Line Items]
Total Property, Plant and Equipment, Gross	4,390	4,373
Asset Under Construction
Property, Plant and Equipment [Line Items]
Total Property, Plant and Equipment, Gross	$ 47,204	$ 39,844

PROPERTY, PLANT AND EQUIPMENT_2

PROPERTY, PLANT AND EQUIPMENT - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cost of Sales
Property, Plant and Equipment [Line Items]
Depreciation	$ 8,724	$ 8,524
Selling, General and Administrative Expenses
Property, Plant and Equipment [Line Items]
Depreciation	$ 4,041	$ 3,667

INTANGIBLE ASSETS AND GOODWIL_2

INTANGIBLE ASSETS AND GOODWILL - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Cost
Finite-lived intangible assets, gross	$ 1,329,923	$ 1,329,923
Accumulated Amortization
Beginning balance	243,777
Amortization	22,787
Ending balance	266,564
Net Book Value
Carrying value of intangible asset	1,063,359	1,086,146
Licenses
Cost
Finite-lived intangible assets, gross	1,269,326	1,269,326
Accumulated Amortization
Beginning balance	225,751
Amortization	21,173
Ending balance	246,924
Net Book Value
Carrying value of intangible asset	1,022,402	1,043,575
Tradenames
Cost
Finite-lived intangible assets, gross	54,166	54,166
Accumulated Amortization
Beginning balance	15,001
Amortization	1,355
Ending balance	16,356
Net Book Value
Carrying value of intangible asset	37,810	39,165
Technology
Cost
Finite-lived intangible assets, gross	6,431	6,431
Accumulated Amortization
Beginning balance	3,025
Amortization	259
Ending balance	3,284
Net Book Value
Carrying value of intangible asset	$ 3,147	$ 3,406

INTANGIBLE ASSETS AND GOODWIL_3

INTANGIBLE ASSETS AND GOODWILL - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
2024 (Remaining)	$ 68,361
2025	91,149
2026	90,434
2027	90,360
2028	90,342
Thereafter	632,713
Finite-lived intangible assets, net	$ 1,063,359	$ 1,086,146

INTANGIBLE ASSETS AND GOODWIL_4

INTANGIBLE ASSETS AND GOODWILL - Schedule of Goodwill (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($)
Goodwill [Roll Forward]
Beginning balance	$ 231,291
Impairment	0
Adjustments to purchase price allocation	0
Acquisitions	0
Ending balance	231,291
Cultivation
Goodwill [Roll Forward]
Beginning balance	49,318
Impairment	0
Adjustments to purchase price allocation	0
Acquisitions	0
Ending balance	49,318
Retail
Goodwill [Roll Forward]
Beginning balance	181,973
Impairment	0
Adjustments to purchase price allocation	0
Acquisitions	0
Ending balance	$ 181,973

EARNINGS (LOSSES) PER SHARE - S

EARNINGS (LOSSES) PER SHARE - Schedule of Earnings (Loss) Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Numerator
Net Loss attributable to Verano Holdings Corp.	$ (4,822)	$ (9,237)
Basic
Weighted-average shares outstanding - basic (in shares)	344,083,000	341,478,860
Diluted
Weighted-average shares outstanding - diluted (in shares)	344,083,000	341,478,860
Net Loss per share - basic (in dollars per share)	$ (0.01)	$ (0.03)
Net Loss per share - diluted (in dollars per share)	$ (0.01)	$ (0.03)

EARNINGS (LOSSES) PER SHARE - N

EARNINGS (LOSSES) PER SHARE - Narrative (Details) - shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Earnings Per Share [Abstract]
Antidilutive securities excluded from computation of earnings per share, amount (in shares)	4,580,744	365,774

TRANSACTIONS (Details)

TRANSACTIONS (Details) - Sierra Well - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Sep. 07, 2022
Business Acquisition [Line Items]
Percentage of voting interests acquired		100%
Acquisition of business, net of cash acquired	$ 32
Equity interest issued or issuable, number of shares (in shares)	31,181

DEBT - Schedule of Long-Term De

DEBT - Schedule of Long-Term Debt Instruments (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Unamortized Debt Issuance Costs	$ (15,999)	$ (17,192)
Total Debt	444,686	445,642
Less: Current Portion of Debt	53,412	52,005
Total Long-Term Debt, net	391,274	393,637
Secured Promissory Notes
Debt Instrument [Line Items]
Long-term debt, gross	1,567	1,582
Mortgage Loans
Debt Instrument [Line Items]
Long-term debt, gross	110,257	111,221
Vehicle and Equipment Loans
Debt Instrument [Line Items]
Long-term debt, gross	961	1,081
Secured Debt | Credit Facility
Debt Instrument [Line Items]
Long-term debt, gross	$ 347,900	$ 348,950

DEBT - Narrative (Details)

DEBT - Narrative (Details) - Credit Facility - Secured Debt - 2022 Credit Agreement - USD ($)		1 Months Ended
	Oct. 27, 2022	Oct. 31, 2023
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
Prime Rate
Debt Instrument [Line Items]
Basis spread on variable rate	6.50%
Prime Rate | Minimum
Debt Instrument [Line Items]
Basis spread on variable rate, increase upon event of default	3%
Prime Rate | Maximum
Debt Instrument [Line Items]
Basis spread on variable rate, increase upon event of default	6%

SHARE CAPITAL - Narrative (Deta

SHARE CAPITAL - Narrative (Details)	3 Months Ended
	Mar. 31, 2024 class vote $ / shares 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%
Vested and exercisable (in shares)	37,711
Vested and Exercisable (in dollars per share) | $ / shares	$ 30.11
Vested and exercisable, Weighted average remaining contractual term	6 years 10 months 9 days
Cancelled (in shares)	1,245
Options granted 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)	344,163,149
Shares outstanding (in shares)	344,163,149
Common stock, votes per share | vote	1
Proportionate Voting Shares
Class of Stock [Line Items]
Shares outstanding (in shares)	0
Common stock, votes per share | vote	100

SHARE CAPITAL - Schedule of Unv

SHARE CAPITAL - Schedule of Unvested Restricted Stock Units Roll Forward (Details) - Restricted Stock Units	3 Months Ended
	Mar. 31, 2024 $ / shares shares
Number of Shares
Beginning Balance (in shares) | shares	8,812,537
Granted (in shares) | shares	77,575
Forfeited (in shares) | shares	173,100
Vested (in shares) | shares	58,214
Ending balance (in shares) | shares	8,658,798
Weighted Avg. Grant Date Fair Value C$
Beginning balance | $ / shares	$ 4.72
Granted (in dollars per share) | $ / shares	8
Forfeited (in dollars per share) | $ / shares	4.52
Vested (in dollars per share) | $ / shares	11.83
Ending balance | $ / shares	$ 4.72

SHARE CAPITAL - Share-Based Pay

SHARE CAPITAL - Share-Based Payment Arrangement, Expensed and Capitalized, Amount (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total Stock Based Compensation Expense	$ 3,928	$ 544
Stock Options
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total Stock Based Compensation Expense	0	76
Restricted Stock Units
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total Stock Based Compensation Expense	$ 3,928	$ 468

INCOME TAXES - Schedule of Effe

INCOME TAXES - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Tax Disclosure [Abstract]
Income before Income Taxes	$ 6,655	$ 19,083
Income Tax Expense	$ (11,477)	$ (28,320)
Effective Tax Rate	172%	148%

INCOME TAXES - Narrative (Detai

INCOME TAXES - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Tax Disclosure [Abstract]
Net discrete tax items	$ (236)	$ 4,847
Income taxes paid	$ 9,585	$ 36,394

LEASES - Narrative (Details)

LEASES - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Lessee, Lease, Description [Line Items]
Operating lease expense	$ 4,999	$ 4,313
Cost of Sales
Lessee, Lease, Description [Line Items]
Operating lease expense	$ 114	$ 206

LEASES - Lease, Cost (Details)

LEASES - Lease, Cost (Details)	Mar. 31, 2024	Dec. 31, 2023
Leases [Abstract]
Weighted average remaining lease term - years	8 years 1 month 2 days	8 years 2 months 8 days
Weighted average discount rate	9.62%	9.52%

LEASES - Lessee, Operating Leas

LEASES - Lessee, Operating Lease, Liability, Maturity (Details) $ in Thousands	Mar. 31, 2024 USD ($)
Leases [Abstract]
2024 (Remaining)	$ 13,680
2025	18,099
2026	17,096
2027	16,435
2028	15,876
Thereafter	61,412
Total Lease Payments	142,598
Less: Imputed Interest	(46,341)
Present Value of Lease Liability	$ 96,257

CONTINGENCIES AND OTHER (Detail

CONTINGENCIES AND OTHER (Details) - USD ($) $ in Thousands		3 Months Ended
	Nov. 14, 2022	Mar. 31, 2024
Loss Contingencies [Line Items]
Loss contingency accrual		$ 1,893
Loss contingency accrual, provision		$ 1,893
GGH Litigation | Contract Termination, Fees
Loss Contingencies [Line Items]
Loss contingency, damages sought, value	$ 14,875
GGH Litigation | Contract Termination, Expense Reimbursement
Loss Contingencies [Line Items]
Loss contingency, damages sought, value	$ 3,000

SEGMENTS - Narrative (Details)

SEGMENTS - Narrative (Details)	3 Months Ended
	Mar. 31, 2024 segment
Segment Reporting [Abstract]
Number of reportable segments	2

SEGMENTS - Schedule of Segment

SEGMENTS - Schedule of Segment Reporting Information, by Segment (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Segment Reporting Information [Line Items]
Total Revenue, net of Discounts	$ 221,306	$ 227,060
Gross Profit	112,960	109,185
Total Depreciation and Amortization	35,552	35,056
Total Income Taxes	11,477	28,320
Intersegment Eliminations
Segment Reporting Information [Line Items]
Total Revenue, net of Discounts	(33,188)	(37,449)
Cultivation
Segment Reporting Information [Line Items]
Gross Profit	24,186	10,824
Total Depreciation and Amortization	19,088	18,522
Total Income Taxes	5,907	10,257
Cultivation | Operating Segments
Segment Reporting Information [Line Items]
Total Revenue, net of Discounts	85,906	80,267
Retail
Segment Reporting Information [Line Items]
Gross Profit	88,774	98,361
Total Depreciation and Amortization	16,464	16,534
Total Income Taxes	5,570	18,063
Retail | Operating Segments
Segment Reporting Information [Line Items]
Total Revenue, net of Discounts	$ 168,588	$ 184,242

SEGMENTS - Schedule of Reconcil

SEGMENTS - Schedule of Reconciliation of Gross Profit to Consolidated Income Before Provision For Income Taxes (Details)) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Segment Reporting [Abstract]
Gross Profit	$ 112,960	$ 109,185
Selling, General, and Administrative Expenses	(90,289)	(75,243)
Loss from Investments in Associates	0	(160)
Total Other Income (Expense), net	(16,016)	(14,699)
Income Before Provision for Income Taxes and Non-Controlling Interest	$ 6,655	$ 19,083

LOYALTY OBLIGATIONS (Details)

LOYALTY OBLIGATIONS (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($) loyaltyPoint $ / loyaltyPoint	Dec. 31, 2023 USD ($) loyaltyPoint
Disaggregation of Revenue [Line Items]
Percentage of loyalty points estimated to not be redeemed	20%
Loyalty point expiration period	6 months
Loyalty points outstanding | loyaltyPoint	114,000,000	110,000,000
Contract with customer, liability, current | $	$ 6,015	$ 5,781
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	Mar. 31, 2024	Dec. 31, 2023
Variable Interest Entity [Line Items]
Current Assets	$ 418,779	$ 394,196
Current Liabilities	414,975	412,188
Non-Current Liabilities	661,129	666,477
Equity attributable to Verano Holdings Corp.	1,238,916	1,240,080
Variable Interest Entity, Primary Beneficiary
Variable Interest Entity [Line Items]
Current Assets	8,857	14,671
Non-Current Assets	26,730	28,568
Current Liabilities	30,915	30,437
Non-Current Liabilities	7,477	7,614
Equity attributable to Verano Holdings Corp.	$ (2,805)	$ 5,188

FAIR VALUE MEASURMENTS - Narrat

FAIR VALUE MEASURMENTS - Narrative (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Long-term debt	$ 444,686	$ 445,642
Long-term debt, current maturities	53,412	52,005
Fair Value, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments	2,988	2,294
Level 1 | Fair Value, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments	$ 2,988	$ 2,294

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	Mar. 31, 2024	Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and Cash Equivalents	$ 193,799	$ 174,760
Investments	2,988	2,294
Acquisition Consideration Payable	(3,995)	(3,915)
Total	192,792	173,139
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and Cash Equivalents	193,799	174,760
Investments	2,988	2,294
Acquisition Consideration Payable	0	0
Total	196,787	177,054
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and Cash Equivalents	0	0
Investments	0	0
Acquisition Consideration Payable	0	0
Total	0	0
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and Cash Equivalents	0	0
Investments	0	0
Acquisition Consideration Payable	(3,995)	(3,915)
Total	$ (3,995)	$ (3,915)

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Oct. 27, 2022
Related Party Transaction [Line Items]
Revenues, net of Discounts	$ 221,306,000	$ 227,060,000
Accounts Receivable, net	41,926,000		$ 38,981,000
Related Party | Americana Dream, LLC and Green Therapy, LLC
Related Party Transaction [Line Items]
Revenues, net of Discounts	854,000	424,000
Accounts Receivable, net	783,000		$ 443,000
Related Party | Aurora, Illinois
Related Party Transaction [Line Items]
Operating lease, payments	46,000	46,000
Related Party | Lombard, Illinois
Related Party Transaction [Line Items]
Operating lease, payments	$ 91,000	$ 90,000
Related Party | President | Two Point
Related Party Transaction [Line Items]
Profit interest rate, subject to purchase of ownership interest			2.73%
Profit interest rate (as a percent)			0.30%
Related Party | Chief Marketing Officer | Two Point
Related Party Transaction [Line Items]
Profit interest rate (as a percent)			0.30%
Related Party | Chief Executive Officer | Two Point
Related Party Transaction [Line Items]
Profit interest rate (as a percent)	3.95%
Related Party | Chief Executive Officer | Two Point | Two Point
Related Party Transaction [Line Items]
Ownership percentage	7.92%
Related Party | Chief Executive Officer | Aurora, Illinois
Related Party Transaction [Line Items]
Ownership percentage	50%
Related Party | Chief Executive Officer | Lombard, Illinois
Related Party Transaction [Line Items]
Ownership percentage	50%
Related Party | Service Agreement | Americana Dream, LLC and Green Therapy, LLC
Related Party Transaction [Line Items]
Revenues, net of Discounts			$ 10,000
Secured Debt | 2022 Credit Agreement | Credit Facility
Related Party Transaction [Line Items]
Debt instrument, face amount				$ 350,000,000
Secured Debt | 2022 Credit Agreement | Credit Facility | Chief Executive Officer
Related Party Transaction [Line Items]
Debt instrument, face amount				$ 1,000,000

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details) - USD ($) $ in Thousands	May 02, 2024	Apr. 30, 2024	Oct. 27, 2022
Subsequent Event | GGH Litigation | Pending Litigation
Subsequent Event [Line Items]
Loss contingency, damages sought, value	$ 860,900
Secured Debt | 2022 Credit Agreement | Credit Facility
Subsequent Event [Line Items]
Prepayment premium			$ 1,000
Secured Debt | 2022 Credit Agreement | Credit Facility | Subsequent Event
Subsequent Event [Line Items]
Payment of debt prepayment cost		$ 50,000
Prepayment premium		$ 1,000