ACQUISITIONS (Tables)

12 Months Ended

Dec. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Schedule of Business Acquisitions

The Company had the following acquisitions during the year ended December 31, 2022: (i) Apothecarium; and (ii) NuLeaf (each as defined below). The following table summarizes the preliminary purchase price allocations as of their respective acquisition dates:

		NuLeaf		Apothecarium		Total
Assets Acquired:
	Cash and cash equivalents	$	618	$	25	$	643
	Prepaids and other assets	278		32		310
	Accounts receivable, net	39		—		39
	Inventory	5,334		699		6,033
	Indemnification assets (1)	5,734		—		5,734
	Property, plant and equipment	11,880		498		12,378
	Right-of-use assets - finance lease	4,598		2,333		6,931
	Right-of-use assets - operating lease	1,067		—		1,067
	Intangible assets (2)	14,097		8,600		22,697
	Deposits	110		301		411
	Total assets acquired	$	43,755	$	12,488	$	56,243
Liabilities Assumed:
	Accounts payable and accrued liabilities	$	584	$	497	$	1,081
	Finance lease obligations	5,054		2,323		7,377
	Operating lease obligations	1,067		—		1,067
	Deferred tax liabilities	5,518		2,283		7,801
	Uncertain tax positions	5,734		—		5,734
	Total liabilities assumed	$	17,957	$	5,103	$	23,060
	Net assets acquired	$	25,798	$	7,385	$	33,183
	Goodwill (3)	24,474		7,834		32,308
	Total	$	50,272	$	15,219	$	65,491
Consideration:
	Consideration paid in cash, net of working capital adjustments	$	14,918	$	6,703	$	21,621
	Consideration payable in cash (customary hold back liability)	932		—		932
	Consideration paid in promissory notes (fair value)	12,860		6,922		19,782
	Consideration paid in shares	13,573		1,594		15,167
	Contingent consideration	7,989		—		7,989
	Fair value of consideration	$	50,272	$	15,219	$	65,491

(1)As part of the NuLeaf acquisition agreement, the sellers contractually agreed to indemnify the Company for certain amounts that may become payable, including for taxes that relate to periods prior to the date of acquisition. Accordingly, the Company recorded indemnification assets and corresponding estimated accrued tax liabilities, at fair value, for a total of $5,734 as of the date of the acquisition. Subsequent changes in the amounts recognized for the indemnification assets may occur in relation to the provision for the corresponding tax liabilities, according to changes in the range of outcomes or the assumptions used to develop the estimates of the liabilities at the time of the acquisition

(2)Included licenses acquired of $10,400 and $8,600 for NuLeaf and Apothecarium, respectively, which have indefinite useful lives. The estimated fair values of the licenses were determined using the multi-period excess earnings method under the income approach based on projections extended to 2036.

(3)The goodwill recognized from the acquisitions is attributable to synergies expected from integrating the acquired businesses into the Company’s existing business. The goodwill acquired is not deductible for tax purposes.

The Company had the following acquisitions during the year ended December 31, 2021: (i) Nature’s Remedy; (ii) OSD; (iii) OhiGrow; and (iv) Grover Beach (each as defined below). The following table summarizes the purchase price allocations as of their respective acquisition dates:

	Business Combinations				Asset Acquisitions
	Nature’s Remedy		OSD		OhiGrow		Grover Beach		Total
Assets Acquired:
Cash and cash equivalents	$	3,195	$	259	$	—	$	—	$	3,454
Prepaids	325		53		—		—		378
Accounts receivable, net	263		—		—		—		263
Inventory	15,882		184		—		—		16,066
Indemnification assets (1)	1,322		1,411		—		—		2,733
Property, plant and equipment	19,470		—		3,165		269		22,904
Right-of-use assets - finance leases	27,305		—		—		2,050		29,355
Right-of-use assets - operating leases	1,337		1,859		—		—		3,196
Intangible assets - license (2)(4)	56,000		2,160		1,817		3,654		63,631
Intangible assets - tradenames (2)	4,400		—		—		—		4,400
Intangible assets - customer database (2)	2,100		—		—		—		2,100
Deposits	20		6		—		19		45
Total assets acquired (4)	$	131,619	$	5,932	$	4,982	$	5,992	$	148,525
Liabilities Assumed:
Accounts payable and accrued liabilities	$	7,004	$	190	$	—	$	—	$	7,194
Finance lease obligations	27,052		—		—		2,032		29,084
Operating lease obligations	1,267		1,859		—		—		3,126
Deferred tax liabilities (4)	21,462		648		—		—		22,110
Uncertain tax positions	1,322		1,411		—		—		2,733
Total liabilities assumed (4)	$	58,107	$	4,108	$	—	$	2,032	$	64,247
Net assets acquired (3)(4)	$	73,512	$	1,824	$	4,982	$	3,960	$	84,278
Goodwill (3)(4)	26,086		2,432		—		—		28,518
Total	$	99,598	$	4,256	$	4,982	$	3,960	$	112,796
Consideration:
Consideration paid in cash, as adjusted for working capital adjustments	$	40,360	$	1,827	$	4,949	$	3,592	$	50,728
Consideration paid in promissory notes (fair value)	15,345		2,429		—		—		17,774
Consideration paid in shares	35,670		—		—		368		36,038
Contingent consideration	8,223		—		—		—		8,223
Capitalized costs	—		—		33		—		33
Fair value of consideration	$	99,598	$	4,256	$	4,982	$	3,960	$	112,796

(1)     As part of the OSD and Nature’s Remedy acquisition agreements, the sellers contractually agreed to indemnify the Company for certain amounts that may become payable, including for taxes that relate to periods prior to the date of acquisition. Accordingly, the Company recorded indemnification assets and corresponding estimated accrued tax liabilities, at fair value, for a total of $2,733 as of the dates of the acquisitions. Additional subsequent changes in the amounts recognized for the indemnification assets may occur in relation to the provision for the corresponding tax liabilities, according to changes in the range of outcomes or the assumptions used to develop the estimates of the liabilities at the time of the acquisition.

(2)     The licenses acquired have indefinite useful lives. The customer relationships have a useful life of 15 years and the tradenames have a useful life of 5 years.

(3)    The goodwill recognized from the acquisitions is attributable to synergies expected from integrating the acquired businesses into the Company’s existing business. The goodwill acquired is not deductible for tax purposes.

(4) The amounts for the Nature’s Remedy and Total columns reflect the revised amounts in connection with the correction of errors disclosed under the heading “Previously Issued Financial Statement Reclassification” in Note 2 - Basis of Presentation and Summary of Significant Accounting Policies. Specifically, intangible assets - license increased by $10,000, goodwill decreased by $7,092, and deferred tax liabilities increased by $2,908.

The following table summarizes the purchase price allocations for the acquisitions completed during the year ended December 31, 2020, as of their respective acquisition dates:

	Business Combinations						Asset Acquisitions
	PAMS		PADS		BHILH		Agape		GSG Santa Barbara		Total
Assets Acquired:
Cash and cash equivalents	$	118	$	971	$	13	$	—	$	—	$	1,102
Prepaid expenses and other current assets	214		5		84		10		—		313
Accounts receivable	407		—		—		—		—		407
Inventory	4,251		192		100		—		—		4,543
Property, plant and equipment	579		1,075		465		—		—		2,119
Right of use assets - finance leases	15,017		234		466		—		—		15,717
Right of use assets - operating leases	—		310		877		—		—		1,187
Intangible assets - license(s) (1)	19,189		4,182		8,500		7,881		5,328		45,080
Intangible assets - patient/customer database (1)	425		—		—		—		—		425
Deposits	540		15		—		—		—		555
Total assets	$	40,740	$	6,984	$	10,505	$	7,891	$	5,328	$	71,448
Liabilities Assumed:
Accounts payable, accrued expenses and other current liabilities	$	335	$	156	$	585	$	—	$	—	$	1,076
Note payable	—		—		—		90		—		90
Finance lease obligations	17,013		230		465		—		—		17,708
Operating lease obligations	—		310		877		—		—		1,187
Deferred tax liabilities	1,410		—		—		—		—		1,410
Total liabilities	$	18,758	$	696	$	1,927	$	90	$	—	$	21,471
Net assets acquired	$	21,982	$	6,288	$	8,578	$	7,801	$	5,328	$	49,977
Non-controlling interests	—		—		(4,661)		(1,560)		—		(6,221)

	Business Combinations						Asset Acquisitions
	PAMS		PADS		BHILH		Agape		GSG Santa Barbara		Total
Total net assets acquired net of non-controlling interest	$	21,982	$	6,288	$	3,917	$	6,241	$	5,328	$	43,756
Consideration:
Consideration paid in cash, as adjusted for working capital adjustments (2)	$	15,054	$	5,671	$	2,692	$	3,050	$	4,900	$	31,367
Capitalized acquisition costs	—		—		—		191		428		619
Fair value of PADS purchase option	—		1,992		—		—		—		1,992
Consideration paid in 10% senior notes (3)	—		—		—		1,476		—		1,476
Consideration paid in warrants (3)	—		—		—		524		—		524
Consideration paid in promissory notes (net of discount)	2,658		—		—		—		—		2,658
Assumption of Beacon Notes and accrued interest	—		—		9,555		—		—		9,555
Net effect of other related transactions	—		—		(15,740)		—		—		(15,740)
Consideration paid in shares	—		—		—		1,000		—		1,000
Fair value of consideration	$	17,712	$	7,663	$	(3,493)	$	6,241	$	5,328	$	33,451
Goodwill (4)	$	—	$	1,375	$	—	$	—	$	—	$	1,375
Bargain purchase on business combination (5)	4,270		—		7,410		—		—		11,680
Total	$	21,982	$	6,288	$	3,917	$	6,241	$	5,328	$	43,756

(1)    The licenses acquired have indefinite useful lives. The patient/customer related intangible assets have estimated useful lives of 0.25 - 5 years.

(2)    Cash paid for acquisitions includes $2,320 that was paid during prior years and was previously included in deferred acquisition costs as of December 31, 2019.

(3)    The consideration for the Agape acquisition included 10% senior notes amounting to $2,000 principal, and related warrants to purchase 633,433 Subordinate Voting Shares with a $1.25 strike price; and 769,231 Subordinate Voting Shares at a closing date market price of $1.30 per share. Refer to “Senior Notes” in Note 12 - Debt and to Note 14 - Derivative Liabilities for additional details on the 10% senior secured notes and warrants.

(4)    The goodwill recognized from the acquisitions is attributable to synergies expected from integrating the acquired businesses into the Company’s existing business. The goodwill acquired is not deductible for tax purposes.

(5)    The bargain purchase gain for BHILH was reduced by asset disposal and other charges of $1,531 to arrive at the total net gain on business combination. The net gains on business combinations are included in other income (expense), net in the consolidated statements of operations and comprehensive income (loss). The asset disposal and other adjustments, were comprised of net write-offs/impairments of $1,681 reflecting the excess of the carrying amounts over the estimated fair values of intangible assets returned to TGS (included as other consideration in the TGS Transaction), offset by other adjustments of $150.

Schedule of Asset Acquisitions

The Company had the following acquisitions during the year ended December 31, 2021: (i) Nature’s Remedy; (ii) OSD; (iii) OhiGrow; and (iv) Grover Beach (each as defined below). The following table summarizes the purchase price allocations as of their respective acquisition dates:

	Business Combinations				Asset Acquisitions
	Nature’s Remedy		OSD		OhiGrow		Grover Beach		Total
Assets Acquired:
Cash and cash equivalents	$	3,195	$	259	$	—	$	—	$	3,454
Prepaids	325		53		—		—		378
Accounts receivable, net	263		—		—		—		263
Inventory	15,882		184		—		—		16,066
Indemnification assets (1)	1,322		1,411		—		—		2,733
Property, plant and equipment	19,470		—		3,165		269		22,904
Right-of-use assets - finance leases	27,305		—		—		2,050		29,355
Right-of-use assets - operating leases	1,337		1,859		—		—		3,196
Intangible assets - license (2)(4)	56,000		2,160		1,817		3,654		63,631
Intangible assets - tradenames (2)	4,400		—		—		—		4,400
Intangible assets - customer database (2)	2,100		—		—		—		2,100
Deposits	20		6		—		19		45
Total assets acquired (4)	$	131,619	$	5,932	$	4,982	$	5,992	$	148,525
Liabilities Assumed:
Accounts payable and accrued liabilities	$	7,004	$	190	$	—	$	—	$	7,194
Finance lease obligations	27,052		—		—		2,032		29,084
Operating lease obligations	1,267		1,859		—		—		3,126
Deferred tax liabilities (4)	21,462		648		—		—		22,110
Uncertain tax positions	1,322		1,411		—		—		2,733
Total liabilities assumed (4)	$	58,107	$	4,108	$	—	$	2,032	$	64,247
Net assets acquired (3)(4)	$	73,512	$	1,824	$	4,982	$	3,960	$	84,278
Goodwill (3)(4)	26,086		2,432		—		—		28,518
Total	$	99,598	$	4,256	$	4,982	$	3,960	$	112,796
Consideration:
Consideration paid in cash, as adjusted for working capital adjustments	$	40,360	$	1,827	$	4,949	$	3,592	$	50,728
Consideration paid in promissory notes (fair value)	15,345		2,429		—		—		17,774
Consideration paid in shares	35,670		—		—		368		36,038
Contingent consideration	8,223		—		—		—		8,223
Capitalized costs	—		—		33		—		33
Fair value of consideration	$	99,598	$	4,256	$	4,982	$	3,960	$	112,796

(1)     As part of the OSD and Nature’s Remedy acquisition agreements, the sellers contractually agreed to indemnify the Company for certain amounts that may become payable, including for taxes that relate to periods prior to the date of acquisition. Accordingly, the Company recorded indemnification assets and corresponding estimated accrued tax liabilities, at fair value, for a total of $2,733 as of the dates of the acquisitions. Additional subsequent changes in the amounts recognized for the indemnification assets may occur in relation to the provision for the corresponding tax liabilities, according to changes in the range of outcomes or the assumptions used to develop the estimates of the liabilities at the time of the acquisition.

(2)     The licenses acquired have indefinite useful lives. The customer relationships have a useful life of 15 years and the tradenames have a useful life of 5 years.

(3)    The goodwill recognized from the acquisitions is attributable to synergies expected from integrating the acquired businesses into the Company’s existing business. The goodwill acquired is not deductible for tax purposes.

(4) The amounts for the Nature’s Remedy and Total columns reflect the revised amounts in connection with the correction of errors disclosed under the heading “Previously Issued Financial Statement Reclassification” in Note 2 - Basis of Presentation and Summary of Significant Accounting Policies. Specifically, intangible assets - license increased by $10,000, goodwill decreased by $7,092, and deferred tax liabilities increased by $2,908.

The following table summarizes the purchase price allocations for the acquisitions completed during the year ended December 31, 2020, as of their respective acquisition dates:

	Business Combinations						Asset Acquisitions
	PAMS		PADS		BHILH		Agape		GSG Santa Barbara		Total
Assets Acquired:
Cash and cash equivalents	$	118	$	971	$	13	$	—	$	—	$	1,102
Prepaid expenses and other current assets	214		5		84		10		—		313
Accounts receivable	407		—		—		—		—		407
Inventory	4,251		192		100		—		—		4,543
Property, plant and equipment	579		1,075		465		—		—		2,119
Right of use assets - finance leases	15,017		234		466		—		—		15,717
Right of use assets - operating leases	—		310		877		—		—		1,187
Intangible assets - license(s) (1)	19,189		4,182		8,500		7,881		5,328		45,080
Intangible assets - patient/customer database (1)	425		—		—		—		—		425
Deposits	540		15		—		—		—		555
Total assets	$	40,740	$	6,984	$	10,505	$	7,891	$	5,328	$	71,448
Liabilities Assumed:
Accounts payable, accrued expenses and other current liabilities	$	335	$	156	$	585	$	—	$	—	$	1,076
Note payable	—		—		—		90		—		90
Finance lease obligations	17,013		230		465		—		—		17,708
Operating lease obligations	—		310		877		—		—		1,187
Deferred tax liabilities	1,410		—		—		—		—		1,410
Total liabilities	$	18,758	$	696	$	1,927	$	90	$	—	$	21,471
Net assets acquired	$	21,982	$	6,288	$	8,578	$	7,801	$	5,328	$	49,977
Non-controlling interests	—		—		(4,661)		(1,560)		—		(6,221)

	Business Combinations						Asset Acquisitions
	PAMS		PADS		BHILH		Agape		GSG Santa Barbara		Total
Total net assets acquired net of non-controlling interest	$	21,982	$	6,288	$	3,917	$	6,241	$	5,328	$	43,756
Consideration:
Consideration paid in cash, as adjusted for working capital adjustments (2)	$	15,054	$	5,671	$	2,692	$	3,050	$	4,900	$	31,367
Capitalized acquisition costs	—		—		—		191		428		619
Fair value of PADS purchase option	—		1,992		—		—		—		1,992
Consideration paid in 10% senior notes (3)	—		—		—		1,476		—		1,476
Consideration paid in warrants (3)	—		—		—		524		—		524
Consideration paid in promissory notes (net of discount)	2,658		—		—		—		—		2,658
Assumption of Beacon Notes and accrued interest	—		—		9,555		—		—		9,555
Net effect of other related transactions	—		—		(15,740)		—		—		(15,740)
Consideration paid in shares	—		—		—		1,000		—		1,000
Fair value of consideration	$	17,712	$	7,663	$	(3,493)	$	6,241	$	5,328	$	33,451
Goodwill (4)	$	—	$	1,375	$	—	$	—	$	—	$	1,375
Bargain purchase on business combination (5)	4,270		—		7,410		—		—		11,680
Total	$	21,982	$	6,288	$	3,917	$	6,241	$	5,328	$	43,756

(1)    The licenses acquired have indefinite useful lives. The patient/customer related intangible assets have estimated useful lives of 0.25 - 5 years.

(2)    Cash paid for acquisitions includes $2,320 that was paid during prior years and was previously included in deferred acquisition costs as of December 31, 2019.

(3)    The consideration for the Agape acquisition included 10% senior notes amounting to $2,000 principal, and related warrants to purchase 633,433 Subordinate Voting Shares with a $1.25 strike price; and 769,231 Subordinate Voting Shares at a closing date market price of $1.30 per share. Refer to “Senior Notes” in Note 12 - Debt and to Note 14 - Derivative Liabilities for additional details on the 10% senior secured notes and warrants.

(4)    The goodwill recognized from the acquisitions is attributable to synergies expected from integrating the acquired businesses into the Company’s existing business. The goodwill acquired is not deductible for tax purposes.

(5)    The bargain purchase gain for BHILH was reduced by asset disposal and other charges of $1,531 to arrive at the total net gain on business combination. The net gains on business combinations are included in other income (expense), net in the consolidated statements of operations and comprehensive income (loss). The asset disposal and other adjustments, were comprised of net write-offs/impairments of $1,681 reflecting the excess of the carrying amounts over the estimated fair values of intangible assets returned to TGS (included as other consideration in the TGS Transaction), offset by other adjustments of $150.

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The net effect of other related transactions from the TGS Transaction, as reflected in the purchase price allocation table above, was comprised of the following:

Redemption Liability cancelled	$	8,440
5,000,000 Subordinate Voting Shares of Jushi Holdings, Inc. and warrants with an exercise price of $2.00 to purchase 2,500,000 Subordinate Voting Shares of Jushi Holdings, Inc. returned to Jushi	7,075
416,060 common shares of OGI	1,092
Payment to Jushi for the OGI options that were liquidated	478
TGS National fair value of intangibles, net of other items returned and derecognized (1)(2)	(918)
TGS National cash given up	(427)
Net effect of other related transactions	$	15,740

(1)    The difference of $1,748, net of other adjustments of $217, between the carrying amount of the disposed intangibles of $2,666 (refer to Note 8 - Goodwill and Other Intangible Assets) and the fair value above of $918 was a total of $1,531 and is included in net gains on business combinations in the consolidated statements of operations and comprehensive income (loss).

(2)    No goodwill associated with TGS National was written off as a result of this transaction in 2020, since the Company had previously recognized an impairment loss of $8,990 in 2018 related to the total goodwill associated with the original acquisition of TGS National.

Business Acquisition, Pro Forma Information

The following table summarizes unaudited consolidated pro forma revenue and unaudited consolidated pro forma net income (loss) as if the business combinations had occurred at the beginning of the year prior to their actual acquisition for the periods presented:

	Year Ended December 31,
	2022		2021		2020
Revenue	$	293,947	$	284,026	$	149,539
Net (loss) income	$	(197,743)	$	20,681	$	(228,501)