TRANSACTIONS (Tables)

9 Months Ended

Sep. 30, 2022

Business Combination and Asset Acquisition [Abstract]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The following table summarizes the purchase price allocation of the transactions:

	AltMed Florida		AltMed Arizona		Total
Cash	$	5,446	$	507	$	5,953
Accounts receivable, net	60		498		558
Inventory	83,205		5,827		89,032
Prepaids and other current assets	833		1,989		2,822
Property, plant and equipment, net	73,386		9,751		83,137
Right-of-use asset, net	9,651		—		9,651
Other assets	1,001		—		1,001
Accounts payable and accrued liabilities	(8,935)		(2,576)		(11,511)
Notes payable	(3,579)		(3,343)		(6,922)
Deferred taxes	(123,720)		(37,290)		(161,010)
Lease liabilities	(9,651)		—		(9,651)
Total identifiable net assets (liabilities)	27,697		(24,637)		3,060
Intangible assets	498,938		184,588		683,526
Net assets	$	526,635	$	159,951	$	686,586

The following table summarizes the provisional accounting estimates of the two acquisitions that occurred during the nine months ended September 30, 2022:

	Greengate		Sierra Well
Cash and cash equivalents	$	2,315	$	130
Inventory	1,021		2,554
Prepaid & other current Assets	324		149
Deposits and Other non-current assets	45		2,452
Property, plant and equipment, net	1,673		4,477
Right-of-use asset, Net	1,836		286
Accounts payable and accrued liabilities	(1,569)		(1,818)
Deferred taxes	—		(1,735)
Other liabilities	(72)		(2,416)
Lease liabilities	(1,836)		(286)
Total identifiable net assets (liabilities)	3,737		3,793
Total Intangible assets	19,826		12,034

Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination

The Company determined the fair value of intangible assets as outlined below:

	AltMed Florida		AltMed Arizona		Total
License	$	319,928	$	130,670	$	450,598
Tradename	36,278		8,980		45,258
Intellectual Property and Technology	10,603		885		11,488
Total intangible assets	366,809		140,535		507,344
Goodwill (residual purchase price)	8,409		6,763		15,172
Goodwill (deferred taxes) (a)	123,720		37,290		161,010
Total goodwill	$	132,129	$	44,053	$	176,182

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

Business Acquisition, Pro Forma Information

Selected line items from the Company’s Unaudited Condensed Interim Consolidated Statements of Operations for the nine months ended September 30, 2021, adjusted as if the AME Mergers, deemed to be the only acquisition with material operations in the period, had occurred on January 1, 2021, are presented below:

	Consolidated Results		AltMed Pre-acquisition		Pro-forma Results
Revenues, net of discounts	$	526,430	$	22,402	$	548,832
Net income (loss)	(50,087)		10,933		(39,154)

The following tables summarize the net revenue and net income (loss) since the acquisition date included in the Consolidated Statement of Operations for the nine and three month periods ending September 30, 2021, for the AME Merger and the other acquisitions that closed during the first nine months of 2021:

	Nine Months Ended September 30, 2021
	Verano Holdings		AME Merger		Other Acquisitions		Total
Revenues, net	$	264,528	$	143,793	$	118,109	$	526,430
Net loss	(33,557)		(13,576)		(2,954)		(50,087)

	Three Months Ended September 30, 2021
	Verano Holdings		AME Merger		Other Acquisitions		Total
Revenues, net	$	93,668	$	54,393	$	58,408	$	206,469
Net income (loss)	(8,881)		(4,006)		374		(12,513)

Business Acquisition, Pro Forma Information, Nonrecurring Adjustments

The following table summarizes the unaudited pro forma information of the combined results of operations for the nine and three month periods ended September 30, 2021 of the AME Merger and other acquisition transactions that closed during the first nine months of 2021 and 2022 as if they occurred as of January 1, 2021. These unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of the results of operations that would have been achieved had the transaction been consummated as of that time nor does it purport to be indicative of future financial operation results.

	Nine Months Ended September 30, 2021
	Verano Holdings		AME Merger		Other Acquisitions		Total
Pro forma revenues, net	$	264,528	$	166,195	$	242,145	$	672,868
Pro forma net income (loss)	(33,557)		(2,644)		24,192		(12,009)
Pro forma adjustments
(a) intangible amortization	—		23,867		18,322		42,189
(b) inventory step up	—		71,538		9,369		80,907
Total pro forma adjustments	—		95,405		27,691		123,096
Total pro forma net income (loss)	$	(33,557)	$	92,761	$	51,883	$	111,087

	Three Months Ended September 30, 2021
	Verano Holdings		AME Merger		Other Acquisitions		Total
Pro forma revenues, net	$	93,668	$	54,393	$	65,482	$	213,543
Pro forma net income (loss)	(8,881)		(4,006)		1,058		(11,829)
Pro forma adjustments
(a) intangible amortization	—		8,968		11,610		20,578
(b) inventory step up	—		25,742		2,977		28,719
Total pro forma adjustments	—		34,710		14,587		49,297
Total pro forma net income (loss)	$	(8,881)	$	30,704	$	15,645	$	37,468