0000950170-24-030914 | 10-K | XBRL Viewer | Cannabist Co Holdings INC

Summary of Fair Value of Total Consideration Transferred and Fair Value of Each Major Class of Consideration

The following table summarizes the fair value of total consideration transferred and the fair value of each major class of consideration for Green Leaf:


					Measurement
		As previously				period
		reported			adjustments			As adjusted
Consideration transferred
Cash consideration	$	62,796		$	—		$	62,796
Less working capital adjustment		(2,011	)		37			(1,974	)
Closing shares		125,729			93			125,822
Milestone shares after closing (contingent consideration)		125,230			(27,816	)		97,414
Total unadjusted purchase price		311,744			(27,686	)		284,058
Less: Cash and cash equivalents acquired		(30,779	)		—			(30,779	)
Total purchase price, net of cash and cash equivalents acquired	$	280,965		$	(27,686	)	$	253,279

Recognized Amounts of Identifiable Assets Acquired and Liabilities Assumed, Less Cash and Cash Equivalents Acquired

Recognized amounts of identifiable assets acquired and liabilities assumed, less cash and cash equivalents acquired:


						Measurement
			As previously			period
			reported			adjustments			As adjusted
Purchase price allocation
Assets acquired:
Accounts receivable	$		4,660		$	(295	)	$	4,365
Inventory			13,659			4,204			17,863
Prepaid expenses and other current assets			31,687			(509	)		31,178
Property and equipment			52,070			166			52,236
Right of use assets			1,876			—			1,876
Goodwill			164,004			(62,269	)		101,735
Intangible assets			142,858			81,477			224,335
Accounts payable			(4,080	)		—			(4,080)
Accrued expenses and other current liabilities			(22,597	)		(21	)		(22,618	)
Note payable			(2,344	)		256			(2,088	)
Lease liabilities			(1,876	)		—			(1,876	)
Other long-term liabilities			(62,161	)		(3,533	)		(65,694	)
Deferred tax liabilities			(36,791	)		(47,162	)		(83,953	)
Consideration transferred		$	280,965		$	(27,686	)	$	253,279

Unaudited Supplemental Pro-forma Information

Had the acquisition of Green Leaf been completed on January 1, 2020, the Company’s pro forma results of operations for the year ended December 31, 2021 would have been as follows:


	Year Ended December 31, 2021
Revenue	$	512,006
Net income attributable to shareholders		(131,950	)
Earnings attributable to shares (basic and diluted)		(0.36	)
Weighted-average number of shares used in earnings per share—basic and diluted		368,683,785

Medicine Man

Summary of Fair Value of Total Consideration Transferred and Fair Value of Each Major Class of Consideration

The following table summarizes the fair value of total consideration transferred and the fair value of each major class of consideration for Medicine Man:


Consideration transferred
Cash consideration	$		7,240
Closing shares			23,955
Milestone shares after closing (contingent consideration)			3,664
Purchase option obligation			5,899
Total unadjusted purchase price			40,758
Working capital adjustment			127
Total adjusted purchase price			40,885
Less: Cash and cash equivalents acquired			(1,250	)
Total purchase price, net of cash and cash equivalents acquired		$	39,635

Recognized Amounts of Identifiable Assets Acquired and Liabilities Assumed, Less Cash and Cash Equivalents Acquired

Recognized amounts of identifiable assets acquired and liabilities assumed, less cash and cash equivalents acquired:


Purchase price allocation			As previously reported	Measurement period adjustments	As adjusted
Assets acquired:
Inventory	$		3,611		$3,611
Prepaid expenses and other current assets			397		397
Option deposit			5,899	(5,899)	—
Property and equipment			1,498		1,498
Right of use assets			818		818
Goodwill			9,908	5,899	15,807
Intangible assets			30,370		30,370
Accounts payable			(696)		(696)
Accrued expenses and other current liabilities			(1,910)		(1,910)
Lease liabilities			(1,438)		(1,438)
Deferred tax liabilities			(8,822)		(8,822)
Consideration transferred		$	39,635	—	$39,635

The Healing Center San Diego

Summary of Fair Value of Total Consideration Transferred and Fair Value of Each Major Class of Consideration

The following table summarizes the fair value of total consideration transferred and the fair value of each major class of consideration for the THCSD Transaction:


				Measurement
		As previously		period
		reported		adjustments	As adjusted
Consideration transferred
Cash consideration	$	3,425	$	—	$	3,425
Closing promissory notes		5,718		—		5,718
Closing Shares		4,972		—		4,972
Total unadjusted purchase price		14,115		—		14,115
Less: Cash and cash equivalents acquired		(698)		—		(698	)
Total purchase price, net of cash and cash equivalents acquired	$	13,417	$	—	$	13,417

Recognized Amounts of Identifiable Assets Acquired and Liabilities Assumed, Less Cash and Cash Equivalents Acquired

Recognized amounts of identifiable assets acquired and liabilities assumed, less cash assumed:


						Measurement
			As previously			period
			reported			adjustments			As adjusted
Purchase price allocation
Assets acquired:
Inventory		$	597		$	—		$	597
Prepaid expenses and other current assets			91			—			91
Property and equipment			619			—			619
Right of use assets			635			—			635
Goodwill			4,303			349			4,652
Intangible assets			10,987			—			10,987
Other long term assets			—			466			466
Accounts payable			(133	)		—			(133	)
Accrued expenses and other current liabilities			(260	)		—			(260	)
Lease liabilities			(635	)		—			(635	)
Deferred tax liabilities			(2,787	)		(349	)		(3,136	)
Other long term liability			—			(466	)		(466	)
Consideration transferred	$		13,417		$	—		$	13,417

Project Cannabis

Summary of Fair Value of Total Consideration Transferred and Fair Value of Each Major Class of Consideration

The following table summarizes the fair value of total consideration transferred and the fair value of each major class of consideration for Project Cannabis:


Consideration transferred
Closing Shares	$		35,273
Deferred stock payments			3,400
Total unadjusted purchase price			38,673
Working capital adjustment			584
Total adjusted purchase price			39,257
Less: Cash acquired			(877	)
Total purchase price		$	38,380

Recognized Amounts of Identifiable Assets Acquired and Liabilities Assumed, Less Cash and Cash Equivalents Acquired

Recognized amounts of identifiable assets acquired and liabilities assumed, less cash assumed:


Purchase price allocation
Assets acquired:
Accounts receivable	$		1,568
Inventory			2,795
Prepaid expenses and other current assets			699
Property and equipment			632
Right of use assets			1,587
Long-term deposits			38
Goodwill			23,520
Intangible assets			18,020
Other non-current assets			5,221
Accounts payable			(121	)
Accrued expenses and other current liabilities			(3,431	)
Lease liabilities			(1,587	)
Deferred tax liability			(5,340	)
Other long-term liabilities			(5,221	)
Consideration transferred		$	38,380

Corsa Verde

Summary of Fair Value of Total Consideration Transferred and Fair Value of Each Major Class of Consideration

The following table summarizes the fair value of total consideration transferred and the fair value of each major class of consideration for Corsa Verde:


					Measurement
		As previously			period
		reported			adjustments		As adjusted
Consideration transferred
Closing Shares	$	1,500		$	—	$	1,500
Note receivable		2,769			—		2,769
Interest receivable		200			—		200
Deposits		125			—		125
Restricted cash		498			—		498
Total unadjusted purchase price		5,092			—		5,092
Less: Cash acquired		(27	)		—		(27	)
Total purchase price	$	5,065		$	—	$	5,065

Recognized Amounts of Identifiable Assets Acquired and Liabilities Assumed, Less Cash and Cash Equivalents Acquired

The preliminary purchase price allocation is as follows:


					Measurement
		As previously			period
		reported			adjustments		As adjusted
Purchase price allocation
Assets acquired:
Accounts receivable	$	181		$	—	$	181
Inventory		304			—		304
Property and equipment		1,250			—		1,250
Intangible assets		4,812			(1,158)		3,654
Accounts payable		(319	)		—		(319	)
Accrued expenses and other current liabilities		(5	)		—		(5	)
Deferred tax liabilities		(1,158	)		1,158		—
Consideration transferred	$	5,065		$	—	$	5,065

Warrants - Summary of Outstanding Equity-Classified Warrants to Purchase Common Stock (Details) - $ / shares	Dec. 31, 2023	Dec. 31, 2022	Jan. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Class Of Warrant Or Right [Line Items]
Number of Shares Issued and Exercisable	17,165,833	11,482,766		11,662,766	13,147,919
Exercise Price (Canadian Dollars)	$ 4.83	$ 7.22	$ 2.95	$ 7.15	$ 6.91
Equity-Classified Warrants
Class Of Warrant Or Right [Line Items]
Number of Shares Issued and Exercisable	17,165,833	11,482,766
Exercise Price (Canadian Dollars)	$ 4.83	$ 7.22
Equity-Classified Warrants \| Expiring on September 21,2026
Class Of Warrant Or Right [Line Items]
Number of Shares Issued and Exercisable	11,122,105	0
Exercise Price (Canadian Dollars)	$ 1.96	$ 0
Equity-Classified Warrants \| Expiring on October 1, 2025
Class Of Warrant Or Right [Line Items]
Number of Shares Issued and Exercisable	648,783	648,783
Exercise Price (Canadian Dollars)	$ 8.12	$ 8.12
Equity-Classified Warrants \| Expiring on April 26, 2024
Class Of Warrant Or Right [Line Items]
Number of Shares Issued and Exercisable	5,394,945	5,394,945
Exercise Price (Canadian Dollars)	$ 10.35	$ 10.35
Equity-Classified Warrants \| Expiring on May 14, 2023
Class Of Warrant Or Right [Line Items]
Number of Shares Issued and Exercisable	0	1,723,250
Exercise Price (Canadian Dollars)	$ 3.1	$ 3.1
Equity-Classified Warrants \| Expiring on May 14, 2023
Class Of Warrant Or Right [Line Items]
Number of Shares Issued and Exercisable	0	1,818,788
Exercise Price (Canadian Dollars)	$ 2.95	$ 2.95
Equity-Classified Warrants \| Expiring on May 14, 2023
Class Of Warrant Or Right [Line Items]
Number of Shares Issued and Exercisable	0	1,897,000
Exercise Price (Canadian Dollars)	$ 5.84	$ 5.84

Current and Long-Term Debt - Additional Information (Details)												1 Months Ended					12 Months Ended			18 Months Ended	24 Months Ended
	Oct. 23, 2023 USD ($)	Aug. 10, 2023 USD ($)	Jun. 19, 2022 USD ($)	Feb. 03, 2022 USD ($)	Jun. 29, 2021 USD ($) $ / shares	Nov. 30, 2020 USD ($) Warrants Notes shares	Nov. 27, 2020 shares	Nov. 10, 2020 shares	Oct. 29, 2020 USD ($) shares	Jul. 02, 2020 USD ($) shares	May 14, 2020 USD ($) shares	Dec. 31, 2023 USD ($) $ / shares shares	Jun. 30, 2022 USD ($)	Dec. 31, 2021 USD ($) $ / shares	Jun. 29, 2021 USD ($) $ / shares	Apr. 30, 2021 USD ($) shares	Dec. 31, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares	Mar. 31, 2022 $ / shares shares	Sep. 30, 2022 $ / shares shares	Sep. 30, 2023 USD ($)	Jan. 31, 2022 $ / shares	Dec. 31, 2020 $ / shares	Oct. 29, 2020 Notes $ / shares shares	Jul. 31, 2020 USD ($)	Jul. 02, 2020 Notes $ / shares shares	Jun. 19, 2020 USD ($) $ / shares	May 14, 2020 $ / shares	May 14, 2020 USD ($) shares	Apr. 23, 2020 USD ($)	Mar. 31, 2020 USD ($)
Debt Disclosure [Line Items]
Common stock, shares issued \| shares												420,265,306					420,265,306	391,238,484
Purchase warrants exercise price \| $ / shares												$ 4.83		$ 7.15			$ 4.83	$ 7.22	$ 7.15				$ 2.95	$ 6.91
Aggregate gross proceeds																	$ 8,050,000	$ 169,750,000
Weighted average interest rate on indebtedness												8.86%					8.86%
Derivative liability												$ 119,000					$ 119,000	235,000
Debt discount												$ 6,598,000					6,598,000	12,483,000
Debt amortization																	9,352,000	8,588,000	$ 6,068,000
Repayment of debt																	42,816,000	2,510,000
Term Debt
Debt Disclosure [Line Items]
Aggregate principal amount																															$ 1,000,000	$ 14,250,000
Debt Instrument Stated Interest rate																				9.90%	9.90%
Common stock, shares issued \| shares																				1,723,250	1,723,250						75			120
Purchase warrants exercise price \| (per share)																				$ 3.1	$ 3.1						$ 4.53		$ 2.95
Aggregate gross proceeds										$ 4,000,000	$ 19,115,000
Frequency of interest accrual																				semi-annually	semi-annually
Debt exchange																		$ (31,750,000)
Repayment of debt																	$ 24,987,000
Additional Term Debt
Debt Disclosure [Line Items]
Issuance of Warrants											$ 130,388
Purchase warrants exercise price \| $ / shares																													$ 2.95
2025 Convertible Notes
Debt Disclosure [Line Items]
Aggregate principal amount					$ 74,500,000										$ 74,500,000
Debt Instrument Stated Interest rate					6.00%							6.00%			6.00%		6.00%
Financing costs															$ 3,190,000
Conversion price \| $ / shares					$ 6.49										$ 6.49
Frequency of interest accrual					semi-annually
Embedded derivative liability measured at fair value					$ 15,099,000										$ 15,099,000
Percentage price of principal amount redeemed																	120.00%
Percentage of principal amount redeemed																	100.00%
2025 Convertible Notes \| Maximum
Debt Disclosure [Line Items]
Aggregate principal amount												$ 25,000,000					$ 25,000,000
2023 Convertible Notes
Debt Disclosure [Line Items]
Aggregate principal amount																										$ 5,960,000		$ 12,800,000
Debt Instrument Stated Interest rate												5.00%					5.00%											5.00%
Redemption of notes												$ 5,600,000
Financing costs in connection with issuance of the Convertible Notes			$ 175,000
Conversion price \| $ / shares																												$ 3.79
Frequency of interest accrual			semi-annually
Derivative liability												5,364,000					$ 5,364,000
Repayment of debt												5,600,000					5,600,000
Convertible Notes
Debt Disclosure [Line Items]
Conversion of Stock, Description															The Company may redeem the 2025 Convertible Notes at par, in whole or in part, on or after June 29, 2023, if the volume weighted average price of the Common Shares trading on the Canadian Stock Exchange or Cboe Canada for 15 of the 30 trading days immediately preceding the day on which the Company exercises its redemption right, exceeds 120.0% of the conversion price of the 2025 Convertible Notes at a Redemption Price equal to 100.0% of the principal amount of the 2025 Convertible Notes redeemed, plus accrued but unpaid interest, if any, up to but excluding the Redemption Date.
Conversion Of Convertible Notes
Debt Disclosure [Line Items]
Aggregate principal amount																						$ 5,600,000
Conversion of Stock, Description																the Company would issue to each noteholder that surrendered its 2023 Convertible Notes for conversion on or before May 28, 2021, 20 Common Shares of the Company on a private placement basis for each one-thousand US dollars aggregate principal amount of 2023 Convertible Notes surrendered for conversion.
Loss on conversion																$ 1,580,000
Debt discount																2,855,000
Debt amortization																93,000
Paid in capital																23,919,000
Derivative Liability Write Down																$ 12,127,000
Common shares \| shares																20
Shares issued on conversion \| shares																4,550,139
Shares issued on convertible notes																$ 13,160,000
Debt convertable												0					0
Mortgages \| New York
Debt Disclosure [Line Items]
Aggregate principal amount														$ 20,000,000					$ 20,000,000
Financing costs														$ 655,000
Frequency of interest accrual														59 monthly
Maturity date														Jan. 01, 2027
Debt instrument final balloon payment												18,173,000					18,173,000
Mortgages \| New York \| Prime Rate
Debt Disclosure [Line Items]
Interest rate														2.25%
Mortgages \| New Jersey
Debt Disclosure [Line Items]
Aggregate principal amount													$ 16,500,000
Financing costs													$ 209,000
Interest rate													2.25%
Frequency of interest accrual													59 monthly
Maturity date													Jul. 15, 2027
Debt instrument final balloon payment												$ 15,762,000					$ 15,762,000
Mortgages \| Maryland \| First Agreement
Debt Disclosure [Line Items]
Aggregate principal amount		$ 6,250,000
Financing costs		195,000
Financing costs in connection with issuance of the Convertible Notes		$ 2,903,000
Frequency of interest accrual		59 monthly
Maturity date		Aug. 31, 2028
Mortgages \| Maryland \| Prime Rate \| First Agreement
Debt Disclosure [Line Items]
Interest rate		2.25%
Mortgages \| Delaware \| Second Agreement
Debt Disclosure [Line Items]
Aggregate principal amount		$ 1,800,000
Financing costs		77,000
Financing costs in connection with issuance of the Convertible Notes		$ 1,723,000
Frequency of interest accrual		59 monthly
Maturity date		Aug. 31, 2028
Mortgages \| Delaware \| Prime Rate \| Second Agreement
Debt Disclosure [Line Items]
Interest rate		2.25%
13% Notes due May 2024
Debt Disclosure [Line Items]
Debt Instrument Stated Interest rate	13.00%
Redemption of notes	$ 25,000,000
Notes due February 2026
Debt Disclosure [Line Items]
Debt Instrument Stated Interest rate	9.50%
Maturity date	Feb. 03, 2026
2024 Notes
Debt Disclosure [Line Items]
Aggregate principal amount																														$ 1,000,000
Debt Instrument Stated Interest rate												13.00%					13.00%
Financing costs																	$ 3,373,000
Equity Reserve																	$ 6,298
Frequency of interest accrual																	semi-annually
Bought Deal Private Placement
Debt Disclosure [Line Items]
Common stock, shares issued \| shares																									60
Purchase warrants exercise price \| $ / shares																									$ 5.84
Senior secured first-lien note \| shares						200	3,000	8,400	20,000	4,000	19,115
Aggregate gross proceeds									$ 32,054,000
Capital Leased Assets, Number of Units						125																					1,000
Bought Deal Private Placement \| 2026 Notes
Debt Disclosure [Line Items]
Aggregate principal amount				$ 185,000,000
Debt Instrument Stated Interest rate				9.50%
Aggregate gross proceeds				$ 153,250,000
Percentage of debt issued				100.00%
Frequency of interest accrual				semi-annually
Maturity date				Feb. 03, 2026
Bought Deal Private Placement \| Term Debt
Debt Disclosure [Line Items]
Debt Instrument Stated Interest rate				13.00%
Aggregate gross proceeds						$ 200,000
Capital Leased Assets, Number of Units \| Notes						1,000																			1,000
Debt exchange				$ 31,750,000
Bought Deal Private Placement \| Term Debt \| Debt Modification
Debt Disclosure [Line Items]
Debt Instrument Stated Interest rate				13.00%
Unamortized debt discount and issuance costs				$ 2,153,000
Creditor fees				7,189,000
Legal fees				$ 301,000

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($)
$ in Thousands

Total

Common Shares

Proportionate Voting Shares

Additional Paid-in Capital

Accumulated Deficit

Total Columbia Care Inc. Shareholders' Equity

Non-Controlling Interest

Beginning Balance at Dec. 31, 2020

$ 286,949

$ 632,062

$ (325,238)

$ 306,824

$ (19,875)

Beginning Balance, Shares at Dec. 31, 2020

250,003,917

26,507,914

Equity-based compensation

^[1]

21,318

Equity-based compensation, Shares

^[1]

5,880,944

Issuance of shares

133,196

Issuance of shares, Shares

21,792,500

Issuance of shares in connection with acquisitions

206,540

Issuance of shares in connection with acquisitions, Shares

59,960,743

Issuance of shares in connection with purchase of assets

23,853

Issuance of shares in connection with purchase of assets, Shares

6,708,270

Conversion of convertible notes

23,919

Conversion of convertible notes, Shares

4,550,139

Conversion between classes of shares, Shares

11,761,404

(11,761,404)

Cancellation of restricted stock awards, Shares

(48,590)

(16,874)

Warrants exercised

1,901

Warrants exercised, Shares

813,943

Non-controlling interest buyouts

(3,063)

3,063

Net loss

(146,853)

(143,097)

(3,756)

Ending Balance at Dec. 31, 2021

550,823

1,039,726

(468,335)

571,391

(20,568)

Ending Balance, Shares at Dec. 31, 2021

361,423,270

14,729,636

Equity-based compensation

^[1]

69,517

Equity-based compensation, Shares

^[1]

22,858,845

Issuance of shares in connection with acquisitions

7,619

Issuance of shares in connection with acquisitions, Shares

2,082,589

Conversion between classes of shares, Shares

4,693,780

(4,693,780)

Cancellation of restricted stock awards, Shares

(26,037)

Warrants exercised

425

Warrants exercised, Shares

180,000

Non-controlling interest buyouts

(19,663)

19,663

Net loss

(421,481)

(416,005)

(5,476)

Ending Balance at Dec. 31, 2022

206,903

1,117,287

(904,003)

213,284

(6,381)

Ending Balance, Shares at Dec. 31, 2022

391,238,484

10,009,819

Equity-based compensation

^[1]

4,995

Equity-based compensation, Shares

^[1]

6,580,674

Issuance of shares

23,872

Issuance of shares, Shares

21,887,240

Conversion between classes of shares, Shares

201,938

(201,938)

Warrants exercised, Shares

356,970

Distributions to non-controlling interest holders

(960)

Deconsolidation of subsidiary

4,829

433

4,396

Net loss

(174,287)

(175,712)

1,425

Ending Balance at Dec. 31, 2023

$ 65,352

$ 1,146,154

$ (1,079,282)

$ 66,872

$ (1,520)

Ending Balance, Shares at Dec. 31, 2023

420,265,306

9,807,881

[1]	The amounts shown are net of any shares withheld by the Company to satisfy certain tax withholdings in connection with vesting of equity-based awards.

Prepaid Expenses and Other Current Assets

12 Months Ended

Dec. 31, 2023

Prepaid Expense and Other Assets, Current [Abstract]

Prepaid Expenses and Other Current Assets

PREPAID EXPENSES AND OTHER CURRENT ASSETS

Details of the Company’s prepaid expenses and other current assets are summarized in the table below:


	December 31, 2023		December 31, 2022
Prepaid expenses	$	8,486		7,151
Short term deposits		1,148		1,814
Other current assets		12,023		12,286
Excise and sales tax receivable		367		691
Prepaid taxes		753		—
Prepaid expenses and other current assets	$	22,777	$	21,942

Other current assets include amounts owed by, and subject to an indemnification claim made to, the former shareholders of Green Leaf. Refer also to Note 17.

Shareholders' Equity - Additional Information (Details)			1 Months Ended	2 Months Ended	12 Months Ended
Shareholders' Equity - Additional Information (Details)	Oct. 23, 2023 USD ($)	Sep. 18, 2023 USD ($)	Dec. 31, 2023 USD ($)	Feb. 28, 2021 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Nov. 06, 2023 USD ($) shares	Dec. 31, 2021 $ / shares shares	Jun. 19, 2020
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Per share sold for net proceeds				$ 133,151,000	$ 25,000,000	$ 0	$ 133,559,000
PVS, conversion ratio					100
Voting rights description					Holders of Shares are entitled to one vote on all matters submitted to a vote of the Company’s shareholders.
Cash dividends declared or paid					$ 0	$ 0
Aggregate gross proceeds		$ 25,000,000
Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Shares authorized to be repurchased \| shares								15,000,000
Repurchase of common shares								$ 5,000,000
13% Notes due May 2024
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Redemption of notes	$ 25,000,000
Debt Instrument Stated Interest rate	13.00%
2023 Convertible Notes
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Redemption of notes			$ 5,600,000
Debt Instrument Stated Interest rate			5.00%		5.00%					5.00%
IPO
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Shares, issued \| shares									18,572,500
Shares issued, price per share \| $ / shares									$ 8.05
Bought Deal Private Placement
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Shares, issued \| shares									3,220,000
Shares issued, price per share \| $ / shares									$ 9

Share-Based Payment Arrangements - Schedule of Unrecognized Compensation Cost (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
RSU
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unrecognized compensation costs	$ 9,137	$ 22,118
Weighted average period over which compensation cost will be recognized (in years)	1 year 9 months 18 days	2 years 8 months 12 days
Maximum term relating outstanding (in years)	2 years 3 months 18 days	3 years 2 months 12 days
PSU and TSR Activity
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unrecognized compensation costs	$ 458	$ 5,190
Weighted average period over which compensation cost will be recognized (in years)	3 months 18 days	1 year 6 months
Maximum term relating outstanding (in years)	6 months	2 years 2 months 12 days

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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Discontinued Operations and Disposal Groups [Abstract]

Income Taxes - Schedule of Components of Tax Expense (Benefit) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Current tax expense
Federal	$ 27,904	$ 48,273	$ 20,519
State	3,481	9,797	5,732
Total current tax expense	31,385	58,070	26,251
Deferred tax expense (benefit)
Foreign	(5,611)	(4,326)	(1,936)
Federal	(18,404)	(40,781)	(15,008)
State	(9,017)	(28,502)	(10,998)
Total deferred tax expense (benefit)	(33,032)	(73,609)	(27,942)
Change in valuation allowance	7,036	4,326
Provision (benefit) for income taxes	5,389	(11,213)	139
US
Deferred tax expense (benefit)
Change in valuation allowance	1,425	0	(106)
Foreign
Deferred tax expense (benefit)
Change in valuation allowance	$ 5,611	$ 4,326	$ 1,936

Other Non-Current Assets - Schedule of Other Non-Current Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Other Assets, Noncurrent [Abstract]
Long term deposits	$ 8,686	$ 8,090
Indemnification receivable	0	2,774
Investment in affiliates	775	775
Restricted cash	3,573	1,335
Notes receivable	2,082	2,148
Other non-current assets	$ 15,116	$ 15,122

Divestitures

12 Months Ended

Dec. 31, 2023

Divestitures

26.

DIVESTITURES

Missouri Business Divestiture

Columbia Care MO, LLC is licensed to sell medical and adult-use marijuana at its dispensary, as well as produce medical and adult-use marijuana products at its processing facility. The Company supported Columbia Care MO, LLC through management services agreements. In 2022, the Company began considering strategic options for Columbia Care MO, LLC, including the potential for the sale of its associated assets and liabilities (the “Missouri Business”). On March 13, 2023, a definitive agreement was signed to sell the Missouri Business, which is considered non-core, and the Company no longer operated the Missouri Business as of that date. The assets of the Missouri Business are comprised of one dispensary and one processing facility and are being divested for gross proceeds of approximately $7 million, approximately $3 million of which is outstanding as of December 31, 2023.

As of December 31, 2023, no assets or liabilities of the disposed-of business remained on our consolidated balance sheets. The table below summarizes the operating results of Columbia Care MO, LLC for the years ended December 31, 2023, December 31, 2022, and December 31, 2021:


	Year ended
	2023		2022		2021
Revenue	$	221	$	587	$	121
Expenses	$	1,954	$	3,757	$	1,405

Utah Business Divestiture

On October 6, 2023, the Company entered into a definitive agreement, subject to closing conditions, to dispose of its Utah operations (the “Utah Business”) which are considered non-core and comprised of one dispensary and one cultivation facility. The Utah Business is being divested for gross proceeds of approximately $6.5 million, with approximately $3.9 million due on closing of the transaction, and a $2.6 million Seller note payable to the Company not later than July 2025. The sale of the Utah assets was completed on March 7, 2024.

Goodwill and Intangible Assets - Schedule of Key Assumptions Used in Calculating Recoverable Amount for Each Reporting Unit (Details)	3 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Green Leaf Medical
Finite Lived Intangible Assets [Line Items]
Years of cash flows before terminal value	5 years	5 years
Discount Rate	17.00%	17.20%
Terminal value multiple / rate	2.00%	2.00%
Colorado
Finite Lived Intangible Assets [Line Items]
Years of cash flows before terminal value	5 years	5 years
Discount Rate	17.00%	13.75%	15.50%
Terminal value multiple / rate	2.00%	3.00%
California
Finite Lived Intangible Assets [Line Items]
Years of cash flows before terminal value	5 years	5 years
Discount Rate	17.00%	13.50%	18.00%
Terminal value multiple / rate	2.00%	3.00%

Goodwill and Intangible Assets - Schedule of Estimated Future Amortization Expense (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
2024	$ 11,698
2025	11,623
2026	10,522
2027	9,772
2028	9,489
2029 and thereafter	23,663
Total	$ 76,767	$ 145,265

Share-Based Payment Arrangements - Schedule of Weighted Average Valuation Assumptions (Details) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2020
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected volatility	70.00%
Expected life (in years)	5 years
Expected dividends	0.00%
Risk-free interest rate	1.52%
Stock Options
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Fair value at grant date (Canadian Dollars)		$ 10.9
Strike price at grant date (Canadian Dollars)		$ 10.9
Expected volatility		70.00%
Expected life (in years)		6 years 3 months
Expected dividends	0.00%	0.00%
Risk-free interest rate		1.59%
TSR Awards
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected volatility	70.00%
Expected life (in years)	5 years
Expected dividends	0.00%
Risk-free interest rate	1.52%

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

Schedule of Components of Tax Expense (Benefit)

Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of Property and Equipment (Details)	Dec. 31, 2023
Buildings
Property, Plant and Equipment [Line Items]
Estimated Useful life	40 years
Furniture and Fixtures
Property, Plant and Equipment [Line Items]
Estimated Useful life	5 years
Equipment
Property, Plant and Equipment [Line Items]
Estimated Useful life	5 years
Computers and Software
Property, Plant and Equipment [Line Items]
Estimated Useful life	3 years

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

The components of tax expense (benefit) were as follows:


	Year Ended
	December 31, 2023			December 31, 2022			December 31, 2021
Current tax expense
Federal	$	27,904		$	48,273		$	20,519
State		3,481			9,797			5,732
Total current tax expense		31,385			58,070			26,251
Deferred tax expense (benefit)
Foreign		(5,611	)		(4,326	)		(1,936	)
Federal		(18,404	)		(40,781	)		(15,008	)
State		(9,017	)		(28,502	)		(10,998	)
Total deferred tax expense (benefit)	$	(33,032	)	$	(73,609	)	$	(27,942	)
Change in Valuation Allowance - US		1,425			—			(106	)
Change in Valuation Allowance - Foreign		5,611			4,326			1,936
Provision (benefit) for income taxes	$	5,389		$	(11,213	)	$	139

Schedule of Reconciliation of Income Tax Expense (Benefit) on Income (Loss) Before Taxes at the U.S. Federal Statutory Rate Compared to Effective Tax Rate

The reconciliation of the Company’s income tax expense (benefit) on income (loss) before taxes at the U.S. federal statutory rate compared to the Company’s effective tax rate was as follows:


	Year Ended
	December 31, 2023					December 31, 2022					December 31, 2021
Loss before provision for income taxes	$	(168,898	)			$	(432,694	)			$	(146,714	)

Tax using the company's domestic tax rate		(35,471	)	21.0	%		(90,866	)	21.0	%		(30,810	)	21.0	%
Tax effect of:
State taxes, net of federal benefits		(4,957	)	2.9	%		(20,744	)	4.8	%		(5,276	)	3.6	%
280E limitations		36,737		(21.8	)%		42,443		(9.8	)%		24,293		(16.6	)%
Non-deductible partnership income		2,602		(1.5	)%		2,799		(0.6	)%		1,141		(0.8	)%
Other Permanent Tax Differences		1,558		(0.9	)%		(3,956	)	0.9	%		(12,962	)	8.8	%
Share-based compensation		955		(0.6	)%		8,710		(2.0	)%		6,727		(4.6	)%
Change in tax status		—		—			—		—			(670	)	0.5	%
Other items		2,538					741		(0.2	)%		1,301		(0.9	)%
Provision to Return Adjustment		(2,126	)				13,825		(3.2	)%		1,207		(0.8	)%
Goodwill impairment		3,553		(2.1	)%		35,835		(8.3	)%		15,189		(10.4	)%
	$	5,389		(3.2	)%	$	(11,213	)	2.6	%	$	139		(0.1	)%

Schedule of Tax Effects of the Temporary Differences Giving Rise to Deferred Tax Assets and Deferred Tax Liabilities

The tax effects of the temporary differences giving rise to deferred tax assets and deferred tax liabilities as of December 31, 2023, 2022, and 2021 are summarized in the table below:


	Year Ended
	December 31, 2023			December 31, 2022			December 31, 2021
Deferred Tax Assets
Net Operating Loss Carryforwards	$	20,888		$	14,066		$	9,783
Derivative liability		65			125			3,426
Inventory		1,639			1,275			788
Stock Based Compensation		3,420			3,288			7,815
Capitalized Expenses		20,737			20,769			3,742
Reserves		2,622			2,741			22,897
Right of Use Assets		42,965			37,652			41,999
Sale Leaseback		1,554			1,552			1,630
Other Assets		1,965			1,626			1,142
Gross Deferred Tax Assets		95,855			83,094			93,222
Valuation Allowance		(16,238	)		(9,202	)		(4,876	)
Total Deferred Tax Assets, net	$	79,617		$	73,892		$	88,346

Deferred Tax Liabilities
Property, Plant and Equipment	$	748		$	(2,427	)	$	(2,399	)
Intangibles		(13,459	)		(32,661	)		(115,621	)
Accruals		(90	)		(91	)		(1,126	)
Debt discount		(3,556	)		(5,712	)		(7,784	)
Right of Use Liabilities		(40,290	)		(35,904	)		(40,893	)
Gross Deferred Tax Liabilities	$	(56,647	)	$	(76,795	)	$	(167,823	)
Net Deferred Tax Liabilities	$	—		$	2,903		$	79,477
Net Deferred Tax Assets	$	22,970		$	—		$	—

Schedule of Reconciliation of the Beginning and Ending Amount of Unrecognized Tax Benefits

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:


Balance as of December 31, 2020	$	5,221
Increases (Decreases) for prior years		183
Reductions for Expiration of Statute of Limitations		(1,293	)
Balance as of December 31, 2021		4,111
Reductions for Expiration of Statute of Limitations		(1,337	)
Balance as of December 31, 2022	$	2,774
Reductions for Expiration of Statute of Limitations		(761	)
Balance as of December 31, 2023	$	2,013

Accrued Expenses and Other Current Liabilities (Tables)

12 Months Ended

Dec. 31, 2023

Accrued Expenses And Other Current Liabilities [Abstract]

Schedule of Accrued Expenses and Other Current Liabilities

Details of the Company’s accrued expenses and other current liabilities are summarized in the table below:


	December 31, 2023		December 31, 2022
Accrued acquisition and settlement of pre-existing relationships	$	—	$	100
Taxes - property and other		12,067		9,306
Other accrued expenses		26,323		29,021
Payroll liabilities		13,260		14,516
Other current liabilities		7,009		10,011
Construction in progress		—		1,620
Accrued expenses and other current liabilities	$	58,659	$	64,574

Share-Based Payment Arrangements - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Sep. 30, 2019
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Weighted Average Remaining Contractual Term (Years)			1 year 3 months 18 days
Expected dividends	0.00%
IIP
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Deferred compensation equity					$ 15,308
Deferred compensation expense	$ 0	$ 0	$ 0
Stock Options
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation	$ 0	0
Weighted Average Remaining Contractual Term (Years)	10 years
Contractual Term, vested	4 years
Expected dividends	0.00%			0.00%
Performance share units
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected dividends	0.00%
Vesting Description	On April 29, 2019, the Company granted total stockholder return awards (“TSR Awards”) that include three-year and five-year market conditions, with corresponding performance measurement periods of three and five years
LTIP
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common share reserve	10.00%
RSU
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation	$ 17,076,000	$ 18,856,000	$ 14,500,000
Vesting Description	RSU awards currently outstanding generally vest in equal annual installments over a four-year period or cliff after a three-year period in each case, from the grant date

Leasing Activities - Schedule of Maturities of Operating and Finance Leases Liabilities (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Lessee, Operating Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract]
2024	$ 22,909
2025	23,922
2026	23,587
2027	23,019
2028	21,686
Thereafter	201,471
Total operating lease payments	316,594
Operating leases, less interest	(124,882)
Present value of operating lease liabilities	191,712
Finance Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract]
2024	10,848
2025	8,773
2026	6,531
2027	6,666
2028	5,823
Thereafter	32,405
Total finance lease payments	71,046
Finance leases, Less interest	(19,817)
Present value of finance lease liabilities	$ 51,229

Divestitures (Tables)

12 Months Ended

Dec. 31, 2023

Discontinued Operations and Disposal Groups [Abstract]

Summary of Operating Results of Columbia Care MO, LLC

The table below summarizes the operating results of Columbia Care MO, LLC for the years ended December 31, 2023, December 31, 2022, and December 31, 2021:


	Year ended
	2023		2022		2021
Revenue	$	221	$	587	$	121
Expenses	$	1,954	$	3,757	$	1,405

Tabular disclosure of information related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component.

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Share-Based Payment Arrangements - Schedule of Stock Option Activity (Detail) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Net of Forfeitures [Abstract]
Number of Stock Options, Outstanding, Beginning	0	27,692
Stock Options, Forfeited		(27,692)
Number of Stock Options, Outstanding, Ending		0	(27,692)
Stock Options, Exercisable Ending	0	0
Weighted Average Exercise Price, Outstanding, Beginning	$ 0	$ 10.9
Weighted Average Exercise Price, Forfeited		10.9
Weighted Average Exercise Price, Outstanding, Ending		0	$ 10.9
Weighted Average Exercise Price, Exercisable Ending	$ 0	$ 0
Weighted Average Remaining Contractual Term (Years)			1 year 3 months 18 days

Current and Long-Term Debt - Total Interest and Amortization Expense on Debt Obligations (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Debt Disclosure [Abstract]
Interest expense on debt	$ 41,900	$ 40,123	$ 19,370
Amortization of debt discount	5,783	5,327	4,921
Amortization of debt premium	0	(164)	(280)
Amortization of debt issuance costs	3,569	3,425	1,502
Other interest (expense) income, net	(565)	(362)	(779)
Total interest expense, net	$ 50,687	$ 48,349	$ 24,734

Earnings Per Share - Schedule of Basic and Diluted Net Loss Per Share Attributable to the Company (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Numerator:
Net loss	$ (174,287)	$ (421,481)	$ (146,853)
Net income (loss) attributable to non-controlling interests	1,425	(5,476)	(3,756)
Net loss attributable to shareholders	$ (175,712)	$ (416,005)	$ (143,097)
Denominator:
Weighted average shares outstanding - basic	402,776,616	392,571,102	338,754,694
Loss per share - basic	$ (0.44)	$ (1.06)	$ (0.42)
Weighted average shares outstanding - diluted	402,776,616	392,571,102	338,754,694
Loss per share - diluted	$ (0.44)	$ (1.06)	$ (0.42)

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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Amount of Net Income (Loss) attributable to noncontrolling interest.

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Schedule of Valuation and Qualifying Accounts (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at Beginning of Year	$ 3,142	$ 2,542
Charged to income	3,327	1,424
Acquired through business combinations	0	0
Deductions from reserve	0	(824)
Other adjustments	43	0
Balance at end of Year	$ 6,512	$ 3,142

Income Taxes - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Operating Loss Carryforwards [Line Items]
Valuation allowance	$ (16,238)	$ (9,202)	$ (4,876)
Change in valuation allowance	7,036	4,326
Gross operating loss carryforwards, foreign	60,605
Gross operating loss carryforwards, domestic	0
Gross operating loss carryforwards, state	55,563
Unrecognized tax benefits	2,013	2,774	4,111	$ 5,221
Unrecognized tax benefits that would impact effective tax rate	0	0
Unrecognized tax benefits, income tax penalties and interest accrued	$ 903	554	800
Foreign
Operating Loss Carryforwards [Line Items]
Effective tax rate	0.00%
Change in valuation allowance	$ 5,611	$ 4,326	$ 1,936
US
Operating Loss Carryforwards [Line Items]
Effective tax rate	(3.20%)	2.60%	(0.10%)
Change in valuation allowance	$ 1,425	$ 0	$ (106)

Inventory (Tables)

12 Months Ended

Dec. 31, 2023

Inventory Disclosure [Abstract]

Schedule of Inventory

Details of the Company’s inventory are shown in the table below:


	December 31, 2023		December 31, 2022
Accessories and supplies	$	1,158	$	1,506
Work-in-process - cannabis in cures and final vault		86,396		92,963
Finished goods - dried cannabis, concentrate and edible products		24,079		33,436
Total inventory	$	111,633	$	127,905

Summary of Significant Accounting Policies - Schedule of Revenues Disaggregated (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Disaggregation Of Revenue [Line Items]
Revenue	$ 511,327	$ 511,578	$ 460,080
Dispensary
Disaggregation Of Revenue [Line Items]
Revenue	448,771	438,879	376,582
Cultivation and wholesale
Disaggregation Of Revenue [Line Items]
Revenue	62,526	72,580	83,180
Other
Disaggregation Of Revenue [Line Items]
Revenue	$ 30	$ 119	$ 318

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

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Schedule of Non Controlling Interests of the Company in Each Affiliate Before Intercompany Elimination

Non-Controlling Interests - Summary of Net Change In The Non-Controlling Interests (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Noncontrolling Interest [Line Items]
Stockholders' Equity Attributable to Noncontrolling Interest, Beginning Balance	$ (6,381)
Net income (loss) attributable to NCI	1,425	$ (5,476)	$ (3,756)
Stockholders' Equity Attributable to Noncontrolling Interest, Ending Balance	(1,520)	(6,381)
Subsidiary Issuer [Member]
Noncontrolling Interest [Line Items]
Stockholders' Equity Attributable to Noncontrolling Interest, Beginning Balance	(6,381)	(20,568)	(19,875)
Net income (loss) attributable to NCI	1,425	(5,476)	(3,756)
Other Adjustments	3,436	19,663	3,063
Stockholders' Equity Attributable to Noncontrolling Interest, Ending Balance	(1,520)	(6,381)	(20,568)
Subsidiary Issuer [Member] \| Venture Forth Holdings L L C
Noncontrolling Interest [Line Items]
Stockholders' Equity Attributable to Noncontrolling Interest, Beginning Balance		(19,114)	(17,688)
Net income (loss) attributable to NCI		(550)	(1,426)
Other Adjustments		19,664
Stockholders' Equity Attributable to Noncontrolling Interest, Ending Balance			(19,114)
Subsidiary Issuer [Member] \| Columbia Care Arizona Tempe LLC
Noncontrolling Interest [Line Items]
Stockholders' Equity Attributable to Noncontrolling Interest, Beginning Balance	291	283	273
Net income (loss) attributable to NCI	10	8	10
Other Adjustments	(45)
Stockholders' Equity Attributable to Noncontrolling Interest, Ending Balance	256	291	283
Subsidiary Issuer [Member] \| Columbia Care Delaware LLC
Noncontrolling Interest [Line Items]
Net income (loss) attributable to NCI			0
Subsidiary Issuer [Member] \| Columbia Care Puerto Rico LLC
Noncontrolling Interest [Line Items]
Stockholders' Equity Attributable to Noncontrolling Interest, Beginning Balance			(3,606)
Net income (loss) attributable to NCI			(1,416)
Other Adjustments			5,022
Subsidiary Issuer [Member] \| Columbia Care Maryland LLC
Noncontrolling Interest [Line Items]
Stockholders' Equity Attributable to Noncontrolling Interest, Beginning Balance	(117)	(80)	(56)
Net income (loss) attributable to NCI	(26)	(37)	(24)
Other Adjustments	(6)
Stockholders' Equity Attributable to Noncontrolling Interest, Ending Balance	(149)	(117)	(80)
Subsidiary Issuer [Member] \| Columbia Care Florida LLC
Noncontrolling Interest [Line Items]
Net income (loss) attributable to NCI			0
Subsidiary Issuer [Member] \| Columbia Care Eastern Virginia LLC
Noncontrolling Interest [Line Items]
Stockholders' Equity Attributable to Noncontrolling Interest, Beginning Balance	165	(105)	(134)
Net income (loss) attributable to NCI	873	270	29
Other Adjustments	(1,266)
Stockholders' Equity Attributable to Noncontrolling Interest, Ending Balance	(228)	165	(105)
Subsidiary Issuer [Member] \| Columbia Care International Holdco LLC
Noncontrolling Interest [Line Items]
Stockholders' Equity Attributable to Noncontrolling Interest, Beginning Balance			5,472
Net income (loss) attributable to NCI			(21)
Other Adjustments			(5,451)
Subsidiary Issuer [Member] \| Columbia Care New Jersey LLC
Noncontrolling Interest [Line Items]
Stockholders' Equity Attributable to Noncontrolling Interest, Beginning Balance	25	(277)	(177)
Net income (loss) attributable to NCI	772	302	(100)
Stockholders' Equity Attributable to Noncontrolling Interest, Ending Balance	797	25	(277)
Subsidiary Issuer [Member] \| Access Bryant LLC
Noncontrolling Interest [Line Items]
Stockholders' Equity Attributable to Noncontrolling Interest, Beginning Balance	(876)	(50)	(2)
Net income (loss) attributable to NCI	(766)	(826)	(48)
Stockholders' Equity Attributable to Noncontrolling Interest, Ending Balance	(1,642)	(876)	(50)
Subsidiary Issuer [Member] \| Columbia Care Ohio LLC
Noncontrolling Interest [Line Items]
Stockholders' Equity Attributable to Noncontrolling Interest, Beginning Balance		1	(3,880)
Net income (loss) attributable to NCI			389
Other Adjustments		(1)	3,492
Stockholders' Equity Attributable to Noncontrolling Interest, Ending Balance			1
Subsidiary Issuer [Member] \| Columbia Care Missouri LLC
Noncontrolling Interest [Line Items]
Stockholders' Equity Attributable to Noncontrolling Interest, Beginning Balance	(4,934)	(1,360)	(77)
Net income (loss) attributable to NCI		(3,574)	(1,283)
Other Adjustments	4,934
Stockholders' Equity Attributable to Noncontrolling Interest, Ending Balance		(4,934)	(1,360)
Subsidiary Issuer [Member] \| Green Leaf Medical Inc LLC
Noncontrolling Interest [Line Items]
Stockholders' Equity Attributable to Noncontrolling Interest, Beginning Balance	(919)	129
Net income (loss) attributable to NCI	562	(1,048)	129
Other Adjustments	(200)
Stockholders' Equity Attributable to Noncontrolling Interest, Ending Balance	(557)	(919)	129
Subsidiary Issuer [Member] \| Other LLC
Noncontrolling Interest [Line Items]
Stockholders' Equity Attributable to Noncontrolling Interest, Beginning Balance	(16)	5
Net income (loss) attributable to NCI		(21)	5
Other Adjustments	19
Stockholders' Equity Attributable to Noncontrolling Interest, Ending Balance	$ 3	$ (16)	$ 5

Other (Expense) Income, Net- Summary of Other (Expense) Income, Net (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Other Income and Expenses [Abstract]
Change in fair value of derivative liability	$ (116)	$ (6,560)	$ (13,286)
Acquisition and settlement of pre-existing relationships	0	0	75,655
(Gain) loss on remeasurement of contingent consideration	0	(37,362)	(59,362)
Loss on disposal group	6,122	0	0
Impairment on disposal group	0	0	2,000
Earnout adjustment	0	349	0
Loss on restructuring	5,396	3,089	0
Loss on conversion of convertible notes	0	0	1,580
Other (income) expense, net	(188)	6,605	(252)
Rental income	(2,421)	(3,564)	0
Total other expense, net	$ 8,793	$ (37,443)	$ 6,335

Summary of Significant Accounting Policies - Schedule Of Revenues From External Customers and Long Lived Assets by Geographical Areas (Details)	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Colorado
Percentage Of Revenue By Geographical Area [Line Items]
Percentage of revenue	17.00%	18.40%	21.80%
Pennsylvania
Percentage Of Revenue By Geographical Area [Line Items]
Percentage of revenue			11.50%
California
Percentage Of Revenue By Geographical Area [Line Items]
Percentage of revenue			11.50%
Massachusetts
Percentage Of Revenue By Geographical Area [Line Items]
Percentage of revenue			10.30%
Virginia
Percentage Of Revenue By Geographical Area [Line Items]
Percentage of revenue	16.50%	10.40%
New Jersey
Percentage Of Revenue By Geographical Area [Line Items]
Percentage of revenue	10.00%

Non-Controlling Interests (Tables)

12 Months Ended

Dec. 31, 2023

Noncontrolling Interest [Abstract]

The non-controlling interests of the Company for each affiliate before intercompany elimination are summarized in the tables below:


	Venture Forth			Columbia Care Arizona- Tempe			Columbia Care Delaware			Columbia Care Puerto Rico			Columbia Care Maryland			Columbia Care Eastern Virginia			Columbia Care International HoldCo			Columbia Care New Jersey			Access Bryant			Columbia Care Ohio			Columbia Care Missouri		Other			Green Leaf Medical Inc.			Total
Summarized balance sheet	December 31, 2023
Current assets	$	1,206		$	2,731		$	3,208		$	590		$	316		$	10,214		$	7		$	18,714		$	268		$	12,977		$	—	$	9		$	30,503		$	80,743
Current liabilities		(2,408	)		(50	)		(1,076	)		(63	)		(982	)		(9,259	)		—			(7,581	)		(1,532	)		(1,014	)		—		(5	)	$	(21,089	)		(45,059	)
Current net assets (liabilities)		(1,202	)		2,681			2,132			527			(666	)		955			7			11,133			(1,264	)		11,963			—		4			9,414			35,684

Non-current assets	$	515		$	996		$	8,295		$	—		$	653		$	31,663		$	5,118		$	52,263		$	1,569		$	24,083		$	—	$	—		$	2,024			127,179
Non-current liabilities		(19,041	)		(1,707	)		(9,555	)		(10,973	)		(3,650	)		(18,383	)		(1	)		(53,131	)		(1,333	)		(41,955	)		—		4		$	(3,851	)		(163,576	)
Non-current net assets (liabilities)		(18,526	)		(711	)		(1,260	)		(10,973	)		(2,997	)		13,280			5,117			(868	)		236			(17,872	)		—		4			(1,827	)		(36,397	)
Accumulated NCI	$	—		$	256		$	—		$	—		$	(149	)	$	(228	)	$	—		$	797		$	(1,642	)	$	—		$	—	$	3		$	(557	)	$	(1,520	)


	Venture Forth			Columbia Care Arizona- Tempe			Columbia Care Delaware			Columbia Care Puerto Rico			Columbia Care Maryland			Columbia Care Eastern Virginia			Columbia Care International HoldCo			Columbia Care New Jersey			Access Bryant			Columbia Care Ohio			Columbia Care Missouri			Other			Leafy Greens Medical Inc.			Total
Summarized balance sheet	December 31, 2022
Current assets	$	1,490		$	2,731		$	3,669		$	159		$	596		$	6,129		$	271		$	14,108		$	494		$	9,150		$	1,299		$	797		$	10,526		$	51,419
Current liabilities		(1,977	)		(50	)		(1,136	)		(106	)		(445	)		(5,503	)		(358	)		(3,946	)		(1,174	)		(742	)		(311	)		(418	)		(6,194	)		(22,360	)
Current net assets (liabilities)		(487	)		2,681			2,533			53			151			626			(87	)		10,162			(680	)		8,408			988			379			4,332			29,059

Non-current assets		1,075			896			10,162			—			422			32,895			5,118			58,486			427			26,097			5,352			799			1,668			143,397
Non-current liabilities		(18,956	)		(1,662	)		(12,633	)		(11,034	)		(3,542	)		(31,458	)		(4,631	)		(69,409	)		(1,236	)		(39,142	)		(11,275	)		(1,611	)		(2,863	)		(209,452	)
Non-current net assets (liabilities)		(17,881	)		(766	)		(2,471	)		(11,034	)		(3,120	)		1,437			487			(10,923	)		(809	)		(13,045	)		(5,923	)		(812	)		(1,195	)		(66,055	)
Accumulated NCI	$	—		$	291		$	—		$	—		$	(117	)	$	165		$	—		$	25		$	(876	)	$	—		$	(4,934	)	$	(16	)	$	(919	)	$	(6,381	)

Summary of Net Change In The Non-Controlling Interests

The net change in the non-controlling interests is summarized in the table below:


	Venture Forth			Columbia Care Arizona- Tempe			Columbia Care Delaware		Columbia Care Puerto Rico			Columbia Care Maryland			Columbia Care Florida		Columbia Care Eastern Virginia			Columbia Care International HoldCo			Columbia Care New Jersey			Access Bryant			Leafy Greens		Columbia Care Ohio			Columbia Care Missouri			Green Leaf Medical Inc.			Other			Total
Balance, December 31, 2020	$	(17,688	)	$	273		$	—	$	(3,606	)	$	(56	)	$	—	$	(134	)	$	5,472		$	(177	)	$	(2	)	$	—	$	(3,880	)	$	(77	)	$	—		$	—		$	(19,875	)
Net income (loss) attributable to NCI		(1,426	)		10			0		(1,416	)		(24	)		0		29			(21	)		(100	)		(48	)		—		389			(1,283	)		129			5			(3,756	)
Other adjustments		—			—			—		5,022			—			—		—			(5,451	)		—			—			—		3,492			—			—			—			3,063
Balance, December 31, 2021	$	(19,114	)	$	283		$	—	$	—		$	(80	)	$	—	$	(105	)	$	—		$	(277	)	$	(50	)	$	—	$	1		$	(1,360	)	$	129		$	5		$	(20,568	)
Net income (loss) attributable to NCI		(550	)		8			—		—			(37	)		—		270			—			302			(826	)							(3,574	)		(1,048	)		(21	)		(5,476	)
Other adjustments		19,664																														(1	)										$	19,663
Balance, December 31, 2022	$	—		$	291		$	—	$	—		$	(117	)	$	—	$	165		$	—		$	25		$	(876	)	$	—	$	—		$	(4,934	)	$	(919	)	$	(16	)	$	(6,381	)
Net income (loss) attributable to NCI		-			10			-		-			(26	)		-		873			-			772			(766	)		-		-						562			—			1,425
Other adjustments		-			(45	)		-		-			(6	)		-		(1,266	)		-			-						-		-			4,934			(200	)		19			3,436
Balance, December 31, 2023	$	—		$	256		$	—	$	—		$	(149	)	$	—	$	(228	)	$	—		$	797		$	(1,642	)	$	—	$	—		$	—		$	(557	)	$	3		$	(1,520	)

Represents non-controlling interests acquired as a result of the Green Leaf Transaction.

Selling, General and Administrative Expenses - Summary of Selling, General and Administrative Expenses (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Selling, General and Administrative Expense [Abstract]
Salaries and benefits	$ 90,302	$ 125,702	$ 107,081
Professional fees	13,290	19,208	21,440
Depreciation and amortization	35,358	59,470	36,321
Operating facilities costs	41,759	42,631	31,562
Operating office and general expenses	10,612	9,879	14,691
Advertising and promotion	5,386	14,173	16,255
Other fees and expenses	2,884	6,267	4,702
Total selling, general and administrative expenses	$ 199,591	$ 277,330	$ 232,052

Other Non-Current Assets

12 Months Ended

Dec. 31, 2023

Other Assets, Noncurrent [Abstract]

Other Non-Current Assets

OTHER NON-CURRENT ASSETS

Details of the Company’s other non-current assets are summarized in the table below:


	December 31, 2023		December 31, 2022
Long term deposits	$	8,686	$	8,090
Indemnification receivable		-		2,774
Investment in affiliates		775		775
Restricted cash		3,573		1,335
Notes receivable		2,082		2,148
Other non-current assets	$	15,116	$	15,122

Share-Based Payment Arrangements (Tables)

12 Months Ended

Dec. 31, 2023

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Schedule of Stock Option Activity

A summary of option activity for the years ended December 31, 2023, 2022, and 2021 is presented below:


	Stock Options			Weighted-Average Exercise Price (Canadian Dollars)		Weighted-Average Remaining Contractual Term (Years)
Outstanding, December 31, 2021		27,692			10.90		1.3
Forfeited		(27,692	)		10.90		—
Outstanding, December 31, 2022		—			—		—
Exercisable as of December 31, 2022 and 2023		—			—		—

RSU

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Schedule of RSU Activity

A summary of RSU activity is presented below:


	Shares			Weighted-Average Grant Date Fair Value
Unvested, December 31, 2021		10,776,448		$	3.96
Granted		10,242,081			2.79
Vested		(3,746,281	)		6.75
Forfeited		(887,780	)		1.84
Unvested, December 31, 2022		16,384,468			2.71
Granted		23,998,872			0.55
Vested		(10,966,667	)		2.65
Forfeited		(2,694,954	)		2.09
Unvested, December 31, 2023		26,721,719		$	0.86

The following table presents information about the Company’s RSUs for the period presented:


	Year ended
(Dollars in thousands)	December 31, 2023		December 31, 2022		December 31, 2021
Share-based compensation	$	17,076	$	18,856	$	14,500

Schedule of Unrecognized Compensation Cost

The following table presents information about the Company’s RSUs as of the date presented:


	December 31, 2023		December 31, 2022
Unrecognized compensation costs	$	9,137	$	22,118
Weighted average period over which compensation cost will be recognized (in years)		1.8		2.7
Maximum term relating to outstanding RSUs (in years)		2.3		3.2

CAP

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Schedule of Unvested Restricted Stock Awards Roll Forward

The number of units outstanding under the CAP Plan were as follows:


	Units		Weighted-Average Threshold Amount
Unvested, December 31, 2021		—		—
Unvested, December 31, 2022		—	$	—
Unvested, December 31, 2023		—		—

TSR Awards

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Schedule of Weighted Average Valuation Assumptions

The fair value of the TSR Awards was determined using a Monte Carlo Simulation valuation model with the following weighted average inputs:


Expected volatility	70.00	%
Expected term (years)	5.00	%
Expected dividends	0.00	%
Risk-free interest rate	1.52	%

CAP and RSA

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Schedule of Award Activity

A summary of RSA activity for the years ended December 31, 2023, 2022 and 2021 is presented below:


	Shares			Weighted-Average Grant Date Fair Value
Unvested, December 31, 2021		175,426		$	7.38
Forfeited		(13,506	)		8.33
Converted to common shares		(161,920	)		7.74
Unvested, December 31, 2022 and 2023	$	—		$	—

The following table presents information about the Company’s CAP and RSA activity as of the date presented:


	Year ended
(Dollars in thousands)	December 31, 2023		December 31, 2022		December 31, 2021
Share-based compensation	$	-	$	262	$	1,345

PSU and TSR Activity

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Schedule of Award Activity

A summary of PSU and TSR activity is presented below:


	Shares			Weighted-Average Grant Date Fair Value
Unvested, December 31, 2020		8,051,818		$	4.42
Granted		655,093			7.81
Vested		(114,957	)		2.07
Forfeited		(765,662	)		5.78
Unvested, December 31, 2021		7,826,292			4.61
Granted		2,209,892			2.97
Vested		(518,029	)		2.32
Forfeited		(2,209,892	)		2.97
Unvested, December 31, 2022		7,308,263		$	4.77
Granted		-			-
Vested		(2,307,905	)		2.01
Forfeited		(2,781,120	)		7.66
Unvested, December 31, 2023		2,219,238		$	4.02

The following table presents information about the Company’s PSUs and TSR activity:


	Year ended
(Dollars in thousands)	December 31, 2023			December 31, 2022		December 31, 2021
Share-based compensation	$	(11,611	)	$	8,812	$	9,237

Schedule of Unrecognized Compensation Cost

The following table presents information about the Company’s PSUs and TSR as of the date presented:


	December 31, 2023		December 31, 2022
Unrecognized compensation costs	$	458	$	5,190
Weighted average period over which compensation cost will be recognized (in years)		0.3		1.5
Maximum term relating to outstanding PSUs and TSRs (in years)		0.5		2.2

Stock Options

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Schedule of Weighted Average Valuation Assumptions

The weighted average of inputs used in the measurement of the grant date fair value of the stock options for the year ended December 31, 2020, are summarized in the table below:


Fair value at grant date (Canadian Dollars)	$	10.90
Strike price at grant date (Canadian Dollars)	$	10.90
Expected volatility		70.00	%
Expected life (in years)		6.25
Expected dividends		0.00	%
Risk-free interest rate		1.59	%

Leasing Activities

12 Months Ended

Dec. 31, 2023

Leases [Abstract]

Leasing Activities

16.

LEASING ACTIVITIES

The Company leases its facilities under operating leases that provide for the payment of real estate taxes and other operating costs in addition to normal rent. The Company’s real estate leases typically have terms of 1 to 15 years. Certain leases include extension options exercisable from one to five years before the end of the cancellable lease term. The Company typically leases equipment and vehicles with standard lease terms of 3 to 5 years. Expenses recognized relating to short-term leases and leases of low value during the years ended December 31, 2023 and 2022 were immaterial.

The following summarizes the weighted average remaining lease term and discount rate as of December 31, 2023 and 2022:


	December 31, 2023			December 31, 2022
Weighted Average Remaining Lease Term
Operating leases	14.1 years			15.4 years
Finance leases	9.1 years			9.5 years

Weighted Average Discount Rate
Operating leases		7.01	%		7.01	%
Finance leases		7.49	%		7.74	%

The maturities of lease liabilities as of December 31, 2023 were as follows:


	Operating			Finance
Year Ending December 31:
2024	$	22,909		$	10,848
2025		23,922			8,773
2026		23,587			6,531
2027		23,019			6,666
2028		21,686			5,823
Thereafter		201,471			32,405
Total lease payments		316,594			71,046
Less: interest		(124,882	)		(19,817	)
Present value of lease liabilities	$	191,712		$	51,229

The following summarizes the line items in the income statements which include the components of lease expense for the years ended December 31, 2023 and 2022:


	December 31, 2023		December 31, 2022
Operating lease expense	$	28,860	$	27,598
Included in		-		-
Cost of sales		16,794		16,537
Selling, general and administrative expenses		12,066		11,061
Finance lease costs:		14,015		13,746
Amortization of lease assets included in cost of sales		7,146		6,753
Amortization of lease assets included in selling, general and administrative costs		2,691		1,445
Interest on lease liabilities included in interest (expense) income, net		4,178		5,548
Total lease costs	$	42,875	$	41,344

The following summarizes cash flow information related to leases for the year ended December 31, 2023 and 2022:


	December 31, 2023		December 31, 2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	26,547	$	24,614
Operating cash flows from finance leases		4,177		5,545
Financing cash flows from finance leases		6,788		5,815
Lease assets obtained in exchange for lease obligations:
Operating leases		5,114		30,040
Finance leases		991		(11,589	)
Lease assets obtained in business acquisitions
Operating leases	$	—	$	973

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of preparation

The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”).

These consolidated financial statements have been prepared on the going concern basis which assumes that the Company will continue in operation for the foreseeable future and, accordingly, will be able to realize its assets and discharge its liabilities in the normal course of operations as they come due, under the historical cost convention except for certain financial instruments that are measured at fair value, as detailed in the Company’s accounting policies. For the years ended December 31, 2023, 2022 and 2021, the Company reported a consolidated net loss of ($175,712), ($416,005), and ($143,097) respectively. For the years ended December 31, 2023, 2022 and 2021 the Company had cash flows provided/(used) in operating activities of $7,471, ($111,401), and ($523) respectively. As of December 31, 2023 and 2022, the Company had working capital of $27,483 and $34,059, respectively. Current management forecasts and related assumptions support the view that the Company can adequately manage the operational needs of the business with the current cash on hand for the next twelve months from the date of issuance of these consolidated financial statements.

Basis of Consolidation

The consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries, its partially-owned subsidiaries, and those controlled by the Company by virtue of agreements, on a consolidated basis after the elimination of intercompany transactions and balances. Control exists when the Company has power over an investee, when the Company is exposed, or has rights, to variable returns from the investee, and when the Company has the ability to affect those returns through its power over the investee. The financial statements of entities controlled by the Company by virtue of agreements are fully consolidated from the date that control commences and deconsolidated from the date control ceases.

Investment in affiliates

The Company has investments in business entities, including general or limited partnerships, contractual ventures, or other forms of equity participation. The Company determines whether such investments involve a variable interest entity (“VIE”) based on the characteristics of the subject entity. If the entity is determined to be a VIE and the Company is determined to be the primary beneficiary of the entity, the Company consolidates the VIE and the other party’s equity interest in the VIE is accounted for as a noncontrolling interest.

The Company generally accounts for investments it makes in VIEs in which it has determined that it does not have a controlling financial interest but has significant influence over and holds at least a 20% ownership interest using the equity method. Any such investment not meeting the parameters to be accounted under the equity method would be accounted for using the cost method unless the investment had a readily determinable fair value, at which it would then be reported. Investments in unconsolidated VIEs are recorded in non-current assets on the consolidated balance sheets. Income from affiliates is immaterial for the period presented.

If an entity fails to meet the characteristics of a VIE, the Company then evaluates such entity under the voting model. Under the voting model, the Company consolidates the entity if they determine that they, directly or indirectly, have greater than 50% of the voting shares, and determines that other equity holders do not have substantive participating rights.

The Company assesses annually whether there is any objective evidence that its interest in associates is impaired. If impaired, the carrying value of the Company’s share of the underlying assets of associates is written down to its estimated recoverable amount (being the higher of fair value less costs of disposal, or value in use) and charged to the consolidated expense.

Non-controlling Interests

Non-controlling interests (“NCI”) represent equity interests owned by outside parties. The Company elected to measure each NCI at its proportionate share of the recognized amounts of the acquiree’s identifiable net assets. The share of net assets attributable to NCI are presented as a component of equity. Their share of net income or loss and comprehensive income or loss is recognized directly in equity. Total comprehensive income or loss of subsidiaries is attributed to the shareholders of the Company and to the NCI, even if this results in the NCI having a deficit balance.

Segment, geographic areas and customers information

The Company has determined that it operates in a single operating and reportable segment, the production and sale of cannabis. This is consistent with how the chief operating decision maker allocates resources and assesses performance. The Company’s products have similar characteristics due to the same raw material ingredient (cannabis), similar nature of cultivation process, the type or class of customer and the regulatory nature of the industry. Revenues from transactions with no single external customer exceed 10% of the consolidated revenues.

Revenue earned outside of the United States of America is immaterial for the years ended December 31, 2023, 2022, and 2021. Long-lived assets located outside of the United States of America are immaterial as on December 31, 2023 and 2022.

Significant concentrations

The following table lists the states where the revenue represented 10% or more of the total revenue in the Company’s consolidated statement of operations:


	December 31, 2023			December 31, 2022			December 31, 2021
Colorado		17.0	%		18.4	%		21.8	%
Pennsylvania	*			*				11.5	%
California	*			*				11.5	%
Massachusetts	*			*				10.3	%
Virginia		16.5	%		10.4	%	*
New Jersey		10.0	%	*			*

* State’s revenue is not greater than or equal to 10% of the total consolidated revenue during the specific period.

Functional currency

The Canadian dollar serves as the functional currency of the Parent. All of the Company’s subsidiaries have the U.S. dollar as their functional currency. These consolidated financial statements are presented in U.S. dollars. The translation adjustment that arises as a result of the functional currency of the Parent being different than the subsidiaries is de minimis. Also, transaction gains and losses are not material.

Contingencies

In the normal course of business, the Company is subject to loss contingencies, such as legal proceedings and claims arising out of its business, that cover a wide range of matters, including, among others, product and environmental liability. The Company records accruals for those loss contingencies when it is probable that a liability will be incurred, and the amount of loss can be reasonably estimated. The Company records a contingent gain when all of the following conditions have been met: (a) the amount to be paid to the Company is known, (b) there is no potential for appeal or reversal, and (c) collectability is reasonably assured.

Business combinations

The Company accounts for business combinations under the acquisition method of accounting, which requires it to recognize separately from goodwill, the assets acquired and the liabilities assumed at fair value as of the acquisition date. While the Company uses its best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date as well as contingent consideration, where applicable, estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recognized in the Company’s consolidated statements of operations. Accounting for business combinations requires the Company to make significant estimates and assumptions, especially at the acquisition date including estimates for intangible assets, contractual obligations assumed, pre-acquisition contingencies, and contingent consideration, where applicable. Although the Company believes the assumptions and estimates it has made in the past have been reasonable and appropriate, they are based, in part, on historical experience and information obtained from the management of the acquired companies and are inherently uncertain. Critical estimates in valuing certain acquired intangible assets under the income approach include growth in future expected cash flows from product sales, customer contracts, revenue growth rate, customer ramp-up period and discount rates. Unanticipated events and circumstances may occur that could affect the accuracy or validity of such assumptions, estimates or actual results.

Cash and cash equivalents

Cash and cash equivalents are comprised of cash and highly liquid investments that are readily convertible into known amounts of cash. As of December 31, 2023 and 2022, the Company did not have any cash equivalents.

Restricted cash

Restricted cash primarily consists of escrow deposits related to acquisition activity and other contractual obligations.

Inventory

Inventory is comprised of raw materials, finished goods and work-in-progress such as pre-harvested cannabis plants and by-products to be extracted. The costs of growing cannabis, including but not limited to labor, utilities, nutrition and irrigation, are capitalized into inventory until the time of harvest.

Inventory is stated at the lower of cost or net realizable value, with cost determined using standard cost. Cost includes costs directly related to manufacturing and distribution of the products. These costs include raw materials, packaging, direct labor, overhead, shipping and the depreciation of manufacturing equipment and production facilities determined at normal capacity. Manufacturing overhead and related expenses include salaries, wages, employee benefits, utilities, maintenance and property taxes.

Net realizable value is determined as the estimated average selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. At the end of each reporting period, the Company performs an assessment of inventory obsolescence and to measure inventory at the lower of cost or net realizable value. Factors considered in the determination of obsolescence include slow-moving or non-marketable items.

Assets and liabilities held for sale

The Company classifies its long-lived assets and related liabilities to be sold as held for sale in the period (i) it has approved and committed to a plan to sell the asset, (ii) the asset is available for immediate sale in its present condition, (iii) an active program to locate a buyer and other actions required to sell the asset have been initiated, (iv) the sale of the asset is probable, (v) the asset is being actively marketed for

sale at a price that is reasonable in relation to its current fair value, and (vi) it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. The Company initially measures a long-lived asset that is classified as held for sale at the lower of its carrying value or fair value less any costs to sell. Any loss resulting from this measurement is recognized in the period in which the held for sale criteria are met. Conversely, gains are not recognized on the sale of a long-lived asset until the date of sale. Upon designation as an asset held for sale, the Company no longer records depreciation expense on the asset. The Company assesses the fair value of a long-lived asset less any costs to sell at each reporting period and until the asset is no longer classified as held for sale.

Property and equipment

Property and equipment are stated at cost, net of accumulated depreciation and impairment losses, if any. Depreciation of property and equipment is dependent upon estimates of useful lives which are determined through the exercise of judgment. The assessment of any impairment of these assets is dependent upon estimates of recoverable amounts, considering factors such as economic and market conditions and the useful lives of assets.

Depreciation is calculated on a straight-line basis over the estimated useful life of the asset using the following terms and methods:


		Estimated Useful life
Buildings		40 years
Furniture and fixtures		5 years
Equipment		5 years
Computers and software		3 years
Leasehold improvements		Shorter of the life of the lease or economic life

The assets’ residual values, useful lives and methods of depreciation are reviewed at the end of each reporting period and adjusted prospectively if appropriate. Construction in progress is measured at cost and reflects amounts incurred for property or equipment construction or improvements that have not been placed in service. Upon completion, construction in progress will be reclassified as building or leasehold improvements depending on the nature of the assets and depreciated over the estimated useful life of the asset.

An item of equipment is de-recognized upon disposal or when no future economic benefits are expected from its use. Any gain or loss arising from derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying value of the asset) is included in the statement of operations and comprehensive loss in the year the asset is de-recognized.

Leasehold improvements are depreciated over the terms of the leases when placed in service.

Intangible assets and goodwill

The Company records goodwill and intangible assets acquired in business combination at their fair values, which are derived primarily using market and income approach valuation techniques. These measurements include the following key assumptions: (1) forecasted revenues, expenses and cash flows, (2) terminal period revenue growth and cash flows, (3) an estimated weighted average cost of capital, (4) assumed discount rates depending on the asset, (5) royalty rates, (6) start-up costs, (7) customer recurring revenue rates and (8) a tax rate. These assumptions are consistent with those that hypothetical market participants would use. Because the Company is required to make estimates and assumptions when evaluating goodwill and indefinite-lived intangible assets for impairment, actual transaction amounts may differ materially from these estimates. Additionally, if these estimates or their related assumptions change in the future, the Company may be required to record impairment for these assets.

Subsequent to acquisition, intangible assets are recorded at net of accumulated amortization and impairment losses, if any. Amortization of definite life intangible assets is recognized on a straight-line basis over their estimated useful lives, which do not exceed the contractual period, if any, as follows:


		Estimated Useful life
Licenses and Permits		10-15 years
Trademarks and Tradenames		5-10 years
Customer relationships		5-7 years

The estimated useful lives, residual values and amortization methods are reviewed at each year-end, and any changes in estimates are accounted for prospectively.

Goodwill represents the excess of the aggregate purchase price over the fair value of net identifiable assets acquired in a business combination. Goodwill is allocated to each identified reporting unit based on groups of assets within specific regions and states and economic factors.

Goodwill is not amortized and is tested for impairment at least annually or more often, if and when circumstances indicate that goodwill may be impaired. This includes but is not limited to significant adverse changes in the business climate, market conditions, or other events that indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying value.

Goodwill impairment test

In accordance with the accounting standards, an entity has the option first to assess qualitative factors to determine whether events and circumstances indicate that it is more likely than not that goodwill or an indefinite-lived intangible asset is impaired. If after such assessment an entity concludes that the asset is not impaired, then the entity is not required to take further action. However, if an entity concludes otherwise, then it is required to determine the fair value of the asset using a quantitative impairment test, and if impaired, the associated assets must be written down to fair value.

The quantitative impairment test for goodwill compares the fair value of a reporting unit with the carrying value of its net assets, including goodwill. If the fair value of the reporting unit is less than the carrying value of the reporting unit, an impairment charge would be recorded to the Company’s operations, for the amount in which the carrying amount exceeds the reporting unit’s fair value. The estimate of fair value requires the use of significant unobservable inputs, representative of a Level 3 fair value measurement. The Company determines fair values for each reporting unit using the income approach, when available and appropriate, the market approach, or a combination of both. The income approach involves forecasting projected financial information (such as revenue growth rates, profit margins, tax rates, working capital and capital expenditures) and selecting a discount rate that reflects the risk inherent in estimated future cash flows. Under the market approach, the fair value is based on observed market data. If multiple valuation methodologies are used, the results are weighted appropriately.

The Company performs an annual assessment of its goodwill in the fourth quarter of each fiscal year, or more frequently, to determine if any events or circumstances exist, such as an adverse change in business climate or a decline in overall industry demand, that would indicate that it would more likely than not reduce the fair value of a reporting unit below its carrying amount, including goodwill.

Recoverability of Long-lived Assets

The Company evaluates the recoverability of its long-lived tangible and intangible assets with finite useful lives for impairment when events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. Such trigger events or changes in circumstances may include: a significant decrease in the market price of a long-lived asset, a significant adverse change in the extent or manner in which a long-lived asset is being used, a significant adverse change in legal factors or in the business climate, including those resulting from technology advancements in the industry, the impact of competition or other factors that could affect the value of a long-lived asset, a significant adverse deterioration in the amount of revenue or cash flows expected to be generated from an asset group, an accumulation of costs significantly in excess of the amount originally expected for the acquisition or development of a long-lived asset, current or future operating or cash flow losses that demonstrate continuing losses associated with the use of a long-lived asset, or a current expectation that, more likely than not, a long-lived asset will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. The Company performs impairment testing at the asset group level that represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. If events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable and the expected undiscounted future cash flows attributable to the asset group are less than the carrying amount of the asset group, an impairment loss equal to the excess of the asset’s carrying value over its fair value is recorded. Fair value is determined based upon estimated discounted future cash flows.

As further discussed in Note 19, the Company conducted an impairment analyses test at the Colorado, California and Pennsylvania reporting units level.

Income taxes

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to the differences between the financial statement and tax bases of assets and liabilities and are measured using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company routinely evaluates the likelihood of realizing the benefit of its deferred tax assets and may record a valuation allowance if, based on all available evidence, it determines that some portion of the tax benefit will not be realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs.

The Company recognizes deferred tax assets to the extent that it believes these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If the Company determines that it would not be able to realize all or a portion of its deferred tax assets in the future, a valuation allowance is recorded. If the company later realizes it would be able to realize its deferred tax assets in the future in excess of the net recorded amount, it would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.

The Company records uncertain tax positions in accordance with Accounting Standards Codification (“ASC”) 740 on the basis of a two-step process in which (1) it determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than- not recognition threshold, the Company would recognize the largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with the related tax authority.

Irrespective of indemnification clauses pertaining to unrecognized tax benefits related to the Company’s acquisitions, the Company recognizes interest and penalties related to unrecognized tax benefits in the income tax expense.

Advertising and promotion costs

Advertising and promotion costs are expensed as incurred. During the years ended December 31, 2023, 2022, and 2021 the Company incurred $5,386, $14,173, and $16,255 respectively in advertising and promotion costs, which are included in selling, general and administrative expenses in the consolidated statements of operations and comprehensive loss.

Sale-leaseback transactions

From time to time, the Company may enter into sale-leaseback transactions to finance certain property acquisitions and capital expenditures, pursuant to which the Company sells the property to a third party and agrees to lease the property back for a certain period of time. To determine whether the transfer of the property should be accounted for as a sale, the Company evaluates whether it has transferred control to the third party in accordance with the revenue recognition guidance set forth in ASC 606.

If the transfer of the asset is deemed to be a sale at market terms, the Company recognizes the transaction price for the sale based on the cash proceeds received, derecognizes the carrying amount of the underlying asset and recognizes a gain or loss in the consolidated statements of operations and comprehensive loss for any difference between the carrying value of the asset and the transaction price. The Company then accounts for the leaseback in accordance with its lease accounting policy.

If the transfer of the asset is determined not to be a sale at market terms, the Company accounts for the transaction as a financing arrangement, and accordingly no equipment sale is recognized. The Company retains the historical costs of the property and the related accumulated depreciation on its books and continues to depreciate the property over the lesser of its remaining useful life or its initial lease term. The asset is presented within property and equipment, net on the consolidated balance sheets. All proceeds from these transactions are accounted for as finance obligations and presented as non-current obligation on the consolidated balance sheets. A portion of the lease payments is recognized as a reduction of the financing obligation and a portion is recognized as interest expense based on an imputed interest rate.

Right of use assets and lease liability

The Company has entered into lease agreements for certain facilities, vehicles and equipment, which provide the right to use the underlying asset and require lease payments over the term of the lease. At inception of the lease agreement, the Company assesses whether the agreement conveys the right to control the use of an identified asset for a period in exchange for consideration, in which case it is classified as a lease. Each lease is further analyzed to check whether it meets the classification criteria of a finance or operating lease. All identified leases are recorded on the consolidated balance sheet with a corresponding lease right-of-use asset, net, representing the right to use the underlying asset for the lease term and the operating lease liabilities representing the obligation to make lease payments arising from the lease. The Company has elected not to recognize lease assets and lease liabilities for short-term leases (leases with a term of 12 months or less) and leases of low-value assets. Lease right-of-use assets, net and lease liabilities are recognized at the commencement date of the lease based on the present value of lease payments over the lease term and include options to extend or terminate the lease when they are reasonably certain to be exercised. The present value of lease payments is determined primarily using the incremental borrowing rate based on the information available as of the lease commencement date.

Lease expense for operating leases is recorded on a straight-line basis over the lease term and variable lease costs are recorded as incurred. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. Finance lease interest expense is recognized based on an effective interest method and depreciation of assets is recorded on a straight-line basis over the shorter of the lease term and useful life of the asset. Both operating and finance lease right of use assets are reviewed for impairment, consistent with other long-lived assets, whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. After a right of use asset is impaired, any remaining balance of the asset is amortized on a straight-line basis over the shorter of the remaining lease term or the estimated useful life.

Revenue recognition

Performance Obligations

The Company recognizes revenue from sales when it satisfies its performance obligations by transferring control of promised products to its customers, which occurs at a point in time when the customer obtains the ability to direct the use of and obtain substantially all of the remaining benefits from the products. Revenue from the Company’s retail business is recognized when the customer takes physical possession of the products, which occurs at the point of sale for merchandise purchased at the Company’s own retail stores, or upon shipment for merchandise ordered through online websites. Such revenues are recorded net of estimated returns based on historical trends.

Revenue from the Company’s wholesale business is generally recognized upon shipment of products, at which point title passes and risk of loss is transferred to the customer.

The Company’s revenues are disaggregated as follows:


	Year Ended
	December 31, 2023		December 31, 2022		December 31, 2021
Dispensary	$	448,771	$	438,879	$	376,582
Cultivation and wholesale		62,526		72,580		83,180
Other		30		119		318
	$	511,327	$	511,578	$	460,080

The Company recognizes revenue in an amount that reflects the consideration it expects to be entitled to in exchange for the performance obligations. Revenue is recorded net of discounts and unearned revenue from the Company’s loyalty programs. During the years ended December 31, 2023, 2022, and 2021, the Company netted discounts of $146,134, $106,765, and $61,171, respectively, against the revenues. Discounts are provided by the Company during promotional days or weekends. Discounts are also provided to employees, seniors and other categories of customers and may include price reductions and coupons. Variable consideration is estimated in the transaction price at contract inception based on current sales levels and historical experience using the expected value method, subject to constraint. Payment is typically due upon transferring the goods to the customer or within a specified time period permitted under the Company’s credit policy.

Sales taxes collected from customers are remitted to the appropriate taxing jurisdictions as they become due, and are excluded from sales revenue as the Company considers itself a pass-through conduit for collecting and remitting sales taxes. Freight revenues on all product sales, when applicable, are also recognized, on a consistent manner, at a point in time. The term between invoicing and when payment is due is not significant and the period between when the entity transfers the promised good or service to the customer and when the customer pays for that good or service is one year or less.

The Company generates an immaterial amount of revenue from services such as management fee revenues and interest on overdue amounts on the Company’s National Credit card (“CNC Cards”). Management fee revenue is recognized over time as the recipient of management services derives value from the services provided. The interest on overdue amounts on the CNC Cards is recognized as interest income over time.

During the years ended December 31, 2023, 2022 and 2021, the Company earned revenue of $4,064, $4,520 and $4,524 from the CNC program. These revenues are included in the retail revenues mentioned above. As of December 31, 2023, 2022 and 2021, in connection with the revenues generated from the CNC card, the Company has accounts receivable of $1,421, $1,437 and $1,173, net of an allowance of bad debts of $970, $638 and $384. These receivables are included within the line item on the consolidated balance sheets. During the years ended December 31, 2023, 2022 and 2021, the Company incurred expenses of $516, $504 and $454 in connection with the administration of the CNC program. These expenses are included within the selling, general and administrative expenses in the consolidated statement of operations and comprehensive loss. Interest on overdue amounts on the CNC card is immaterial.

Loyalty Points Reward Programs

In certain of its markets, the Company offers a loyalty reward program to its dispensary customers. The Company offers its customers loyalty points rewards program that allows its customers to earn discounts on future purchases. Loyalty points are earned when a qualifying purchase is made. When a customer attains a certain number of points, the customer can redeem the credits on his/her next in-store purchase, up to a certain annual minimum. Loyalty points not redeemed expire automatically after six months from the date which they were earned.

A portion of the revenue generated in a sale is allocated to the loyalty points earned. The amount allocated to the points earned is deferred until the loyalty points are redeemed or expire.

Deferred Income

Deferred income represents cash payments received in advance of the Company’s transfer of control of products or services to its customers and generally consists of unearned revenue from the Company’s loyalty programs. The Company’s deferred income balances were $3,159 and $4,083 as of December 31, 2023 and 2022, respectively, and were recorded within accrued expenses and other current liabilities in the consolidated balance sheets.

During the year ended December 31, 2023, the Company recognized $647 as net revenue from amounts recorded as deferred income in prior periods. During the years ended December 31, 2022, and 2021 the company recognized $12,890 and $6,591 respectively as net revenues from amounts recorded as deferred income in prior periods. The deferred income balance as of December 31, 2023 is expected to be recognized as revenue within the next twelve months.

Accounts receivable, net

Accounts receivable consist of amounts billed and currently due from customers. The Company maintains an allowance for doubtful accounts for estimated losses. In determining the allowance, consideration includes the probability of recoverability based on historical collection experience, aging of receivables and other economic and industry factors. Certain accounts receivable may be fully reserved when the Company becomes aware of any specific collection issues.

Credit losses

The allowance for credit losses is based upon a number of factors, including the length of time accounts receivable are past due, the Company’s previous loss history, the specific customer’s ability to pay its obligation and any other forward-looking data regarding customers’ ability to pay which may be available.

Sales taxes

Sales taxes collected from customers are excluded from revenues.

Cost of goods sold

Cost of goods sold includes the amounts incurred to acquire and produce inventory for sale to the Company’s customers, including costs of purchased materials, freight charges, depreciation, direct labor and other employment costs, cultivation facility costs, excise taxes and changes in reserves for obsolescence and inventory realizability.

These costs are reflected in the Company’s consolidated statements of operations and comprehensive loss when the product is sold and net sales revenues are recognized or, in the case of inventory write-downs, when circumstances indicate that the carrying value of inventories is in excess of their recoverable value.

Equity-based payment arrangements

The Company measures all equity-based payment arrangements to employees and directors in accordance with ASC 718, Compensation–Stock Compensation. The Company’s stock-based compensation cost is measured based on the fair value at the grant date of the stock-based award. It is recognized as expense over the requisite service period, which generally represents the vesting period. Forfeitures are recognized as they occur. The Company estimates the fair value of each stock-based award on its measurement date using either the current market price of the stock, the Black-Scholes option valuation model or the Monte Carlo Simulation valuation model, whichever is most appropriate. The Black-Scholes and Monte Carlo Simulation valuation models incorporate assumptions such as expected term of the instrument, volatility of the Company’s future share price, risk free rates, future dividend yields and estimated forfeitures at the initial grant date, by reference to the underlying terms of the instrument, and the Company’s experience with similar instruments. Changes in assumptions used to estimate fair value could result in materially different results.

Expected volatility is based on the historical volatility of the Company’s stock price. The risk-free interest rates are based on quoted U.S. Treasury rates for securities with maturities approximating the awards’ expected lives. Expected lives are principally based on the Company’s historical exercise experience with previously issued awards. The expected dividend yield is zero as the Company has never paid dividends and does not currently anticipate paying any in the foreseeable future.

Expense for performance restricted stock awards is recognized based upon the fair value of the awards on the date of grant and the number of shares expected to vest based on the terms of the underlying award agreement and the requisite service period(s).

Equity classified common stock warrants

The Company classifies certain warrants for the purchase of shares of its common stock as equity on its consolidated balance sheets as these warrants are considered indexed to the Company’s shares of Common Stock. For warrants that do not meet the criteria of a liability

warrant and are classified on the Company’s consolidated balance sheets as equity instruments, the Company uses the Black-Scholes model to measure the value of the warrants at issuance.

Convertible debt

The identification of convertible debt components is based on interpretations of the substance of the contractual arrangement and therefore requires judgement. The separation of the components affects the initial recognition of the convertible debt at issuance and the subsequent recognition of interest on the liability component. The determination of the fair value of the liability is also based on several assumptions, including contractual future cash flows, discount rates and the presence of any derivative financial instruments.

Financial instruments

The Company follows the guidance in FASB ASC 820, Fair Value Measurements and Disclosures, or ASC 820, which defines fair value and establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:

Level 1 – Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

Level 2 – Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

In estimating fair value, the Company uses market-observable data to the extent it is available. In certain cases where Level 1 inputs are not available the Company may engage third party qualified valuers to perform the valuation. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

Fair value is a market-based measure considered from the perspective of a market participant rather than an entity specific measure. Therefore, even when market assumptions are not readily available, the Company’s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The Company uses prices and inputs that are current as of the measurement date, including during periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many instruments. In estimating fair value, the Company uses market-observable data to the extent it is available. In certain cases where Level 1 inputs are not available the Company may engage third-party qualified valuers to perform the valuation. This condition could cause an instrument to be reclassified from Level 1 to Level 2 or Level 2 to Level 3.

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument to another entity. Financial assets and financial liabilities are recognized in the consolidated balance sheets at the time the Company becomes a party to the contractual provisions of the financial instrument.

Initial measurement of financial assets and financial liabilities

Financial assets and liabilities are recognized at fair value upon initial recognition plus any directly attributable transaction costs when not subsequently measured at fair value through profit or loss.

Subsequent measurement

Measurement in subsequent periods is dependent on the classification of the financial instrument. The Company classifies its financial instruments in the following categories: at fair value through profit or loss, loans and receivables, held to maturity, available for sale, and other financial liabilities.

The Company’s Level 3 financial instruments include the derivative liability associated with the convertible note payable issued to stockholders (see Note 5).

Loss on conversion of Convertible Debt

Under the terms of the Company’s Convertible Debt, the Company is permitted to offer additional incentives to the convertible debtholders as an inducement to convert their convertible debt into common shares. The additional incentive offered to the convertible debt holders is accounted for by the Company by recognizing a loss on conversion equal to the fair value of additional shares that were issued as a result of

the incentive program. The difference between the net book value of the debt that is converted, and the inducement loss is credited to equity. The reduction in the derivative liability relating to the embedded conversion feature within the Convertible Debt is also credited to equity.

Accounting for Real Estate Asset Acquisitions

The Company’s real estate acquisitions are generally accounted for as asset acquisitions as substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. The Company records the cost of assets acquired based on the cost of the acquisition, which is the consideration the transferred to the seller(s) and generally includes direct transaction costs related to the acquisition.

Recently adopted accounting pronouncements

In January 2020, the FASB issued ASU No. 2020-01, Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)—Clarifying the Interactions between Topic 321, Topic 323, and Topic 815. The update among other things clarifies that a company should consider observable transactions that require a company to either apply or discontinue the equity method of accounting under Topic 323, Investments—Equity Method and Joint Ventures, for the purposes of applying the measurement alternative in accordance with Topic 321 immediately before applying or upon discontinuing the equity method. The update is effective for fiscal years beginning after December 15, 2021.

In August 2020, the FASB issued ASU No. 2020-06, “Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity. Among other changes, ASU 2020-06 removes from U.S. GAAP the liability and equity separation model for convertible instruments with a cash conversion feature, and as a result, after adoption, entities will no longer separately present in equity an embedded conversion feature for such debt. Similarly, the embedded conversion feature will no longer be amortized into income as interest expense over the life of the instrument. Instead, entities will account for a convertible debt instrument wholly as debt unless (1) a convertible instrument contains features that require bifurcation as a derivative under ASC Topic 815, Derivatives and Hedging, or (2) a convertible debt instrument was issued at a substantial premium. Among other potential impacts, this change is expected to reduce reported interest expense, increase reported net income, and result in a reclassification of certain conversion feature balance sheet amounts from stockholders’ equity to liabilities as it relates to the Company’s convertible senior notes. Additionally, ASU 2020-06 requires the application of the if-converted method to calculate the impact of convertible instruments on diluted earnings per share (EPS), which is consistent with the Company’s accounting treatment under the current standard. ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, with early adoption permitted for fiscal years beginning after December 15, 2020 and can be adopted on either a fully retrospective or modified retrospective basis. The Company early adopted the new standard on January 1, 2021. The adoption of the standard did not have a material impact on the Company’s consolidated financial statements.

Accounting pronouncements not yet adopted

In March 2023, the FASB issued ASU 2023-01, Leases (Topic 842): Common Control Arrangements. The FASB amended ASC 842 to provide a practical expedient that allows private companies and certain not-for-profits to use the written terms and conditions of a common control arrangement to determine whether a lease exists and to classify and account for the lease. The amendments also require all lessees, including public business entities, to amortize leasehold improvements associated with common control leases over their useful life to the common control group and account for them as a transfer of assets between entities under common control at the end of the lease. The guidance is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted. The Company is evaluating the impact of this update on its consolidated financial statements.

In March 2023, the FASB issued ASU 2023-02, Investments-Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures using the Proportional Amortization Method. The FASB issued final guidance allowing entities to apply the proportional amortization method to equity investments in all tax credit programs that meet the conditions in ASC 323-740, rather than just investments in qualified affordable projects that generate low income housing tax credits, as was required under the legacy guidance. The guidance is effective for public business entities for fiscal years beginning after December 15, 2023 and interim periods within those fiscal years. The Company is evaluating the impact of this update on its consolidated financial statements.

In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848. This update defers the Sunset Date of ASC Topic 848, Reference Rate Reform (Topic 848), which provides temporary optional relief in accounting for the impact of Reference Rate Reform. This update is effective upon issuance and generally can be applied through December 31, 2024. The Company is evaluating the impact of this update on its consolidated financial statements.

In July 2023, the FASB issued ASU 2023-03, Presentation of Financial Statements (Topic 205), Income Statement-Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation-Stock Compensation (Topic 718). This ASU amends various SEC paragraphs within the codification to conform to past announcements and

guidance issued by the SEC. This ASU does not provide any new guidance; as such, there is not a transition date or effective date associated with it. The Company is evaluating the impact of this update on its consolidated financial statements.

In August 2023, the FASB issued 2023-05, Business Combinations-Joint Venture Formations (Subtopic 805-60); Recognition and Initial Measurement. This ASU contains guidance requiring certain joint ventures to apply a new basis of accounting upon formation by recognizing and initially measuring most of their assets and liabilities at fair value. This guidance is effective for all joint venture formations with a formation date on or after January 1, 2025. Early adoption is permitted. Joint Ventures formed before the effective date have the option to apply it retrospectively, while those formed after the effective date are required to apply it prospectively. The Company is evaluating the impact of this update on its consolidated financial statements.

In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements, “Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative.” This ASU amends the disclosure or presentation requirements related to various subtopics in the FASB codification. This applies to all entities within the scope of the amended subtopics.

Codification subtopics include:

-ASC 230-10 “Statement of Cash Flows”
-ASC 250-10 “Accounting Changes and Error Corrections”
-ASC 260-10 “Earnings Per Share”
-ASC 270-10 “Interim Reporting”
-ASC 440-10 “Commitments”
-ASC 470-10 “Debt”
-ASC 505-10 “Equity”
-ASC 815-10 “Derivatives and Hedging”
-ASC 860-30 “Transfers and Servicing: cured Borrowing and Collateral”
-ASC 932-235 “Extractive Activities-Oil and Gas: Notes to Financial Statements”
-ASC 946-20 “ Financial Services-Investment Companies: Investment Company Activities”
-ASC 974-10 “ Real Estate Investment Trusts”

The effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. For all other entities, the amendments will be effective two years later. The amendments in this Update should be applied prospectively. For all entities, if by June 30, 2027, the SEC has not removed the applicable requirement from Regulation S-X or Regulation S-K, the pending content of the related amendment will be removed from the Codification and will not become effective for any entity. The Company is evaluating the impact of this update on its consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280). This ASU requires public entities to provide disclosures of significant segment expenses and other segment items. It also requires public entities to provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. Public entities with a single reportable segment will have to provide all the disclosures required by ASC 280, including the significant segment expense disclosures. This guidance is applied retrospectively to all periods presented, unless it is impractical. This ASU applies to all public entities and is effective for fiscal years beginning after December 15, 2023, and for interim periods beginning after December 15, 2024. Early adoption is permitted. The Company is evaluating the impact of this update on its consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740). This ASU requires public business entities to disclose in their rate reconciliation table additional categories of information about income taxes paid, including certain disclosures that would be disaggregated by jurisdiction and other categories. This ASU is effective for public entities for fiscal years beginning after December 15, 2024, and interim periods within fiscal years beginning after December 15, 2025. For all other entities, this ASU is effective for fiscal years after December 15, 2024 and for interim periods beginning after December 15, 2026. Early adoption would be permitted. The Company is evaluating the impact of this update on its consolidated financial statements.

Critical accounting estimates and judgments

The preparation of the Company’s financial statements requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, revenues and expenses. These estimates and judgements are subject to change based on experience and new information which could result in outcomes that require a material adjustment to the carrying amounts of assets or liabilities affecting future periods. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized prospectively.

Financial statement areas that require significant assessments and judgements are as follows:

(1) Estimated useful lives, impairment considerations and amortization of property and equipment, intangible assets – amortization of property and equipment and intangible assets is dependent upon estimates of useful lives based on management’s judgment.

(2) Goodwill and intangible asset impairment testing require management to make estimates in the impairment testing model. On at least an annual basis, the Company assesses whether goodwill is impaired. Impairment of definite long-lived assets is influenced by judgment in defining a reporting unit and determining the indicators of impairment, and estimates used to measure impairment losses.

(3) The reporting unit’s fair value is determined using discounted future cash flow models, which incorporate assumptions regarding future events, specifically future cash flows, growth rates and discount rates.

(4) Stock-based compensation – The fair value of stock-based compensation expenses is estimated using the Black-Scholes option pricing model and rely on a number of assumptions including the fair value of common shares on the grant date, risk-free rate, volatility rate, annual dividend yield, the expected term, and the estimated rate of forfeiture of options granted. Volatility is estimated by using the historical volatility of the Company.

(5) Deferred taxes- Valuation allowance estimates on deferred tax assets.

Selling, General and Administrative Expenses (Tables)

12 Months Ended

Dec. 31, 2023

Selling, General and Administrative Expense [Abstract]

Summary of Selling, General and Administrative Expenses

Details of the Company’s selling, general and administrative expenses are summarized in the table below:


	Year ended
	December 31, 2023		December 31, 2022		December 31, 2021
Salaries and benefits	$	90,302	$	125,702	$	107,081
Professional fees		13,290		19,208		21,440
Depreciation and amortization		35,358		59,470		36,321


Operating facilities costs		41,759		42,631		31,562
Operating office and general expenses		10,612		9,879		14,691
Advertising and promotion		5,386		14,173		16,255
Other fees and expenses		2,884		6,267		4,702
Total selling, general and administrative expenses	$	199,591	$	277,330	$	232,052

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Basis of preparation

Basis of Consolidation

Investment in affiliates

Non-controlling Interests

Segment, geographic areas and customers information

Significant concentrations

The following table lists the states where the revenue represented 10% or more of the total revenue in the Company’s consolidated statement of operations:


	December 31, 2023			December 31, 2022			December 31, 2021
Colorado		17.0	%		18.4	%		21.8	%
Pennsylvania	*			*				11.5	%
California	*			*				11.5	%
Massachusetts	*			*				10.3	%
Virginia		16.5	%		10.4	%	*
New Jersey		10.0	%	*			*

* State’s revenue is not greater than or equal to 10% of the total consolidated revenue during the specific period.

Functional currency

Contingencies

Business combinations

Cash and cash equivalents

Restricted cash

Restricted cash primarily consists of escrow deposits related to acquisition activity and other contractual obligations.

Inventory

Assets and liabilities held for sale

Property and equipment

Depreciation is calculated on a straight-line basis over the estimated useful life of the asset using the following terms and methods:


		Estimated Useful life
Buildings		40 years
Furniture and fixtures		5 years
Equipment		5 years
Computers and software		3 years
Leasehold improvements		Shorter of the life of the lease or economic life

Leasehold improvements are depreciated over the terms of the leases when placed in service.

Intangible assets and goodwill


		Estimated Useful life
Licenses and Permits		10-15 years
Trademarks and Tradenames		5-10 years
Customer relationships		5-7 years

The estimated useful lives, residual values and amortization methods are reviewed at each year-end, and any changes in estimates are accounted for prospectively.

Goodwill impairment test

Recoverability of Long-lived Assets

As further discussed in Note 19, the Company conducted an impairment analyses test at the Colorado, California and Pennsylvania reporting units level.

Income taxes

Advertising and promotion costs

Sale-leaseback transactions

Right of use assets and lease liability

Revenue recognition

Performance Obligations

Revenue from the Company’s wholesale business is generally recognized upon shipment of products, at which point title passes and risk of loss is transferred to the customer.

The Company’s revenues are disaggregated as follows:


	Year Ended
	December 31, 2023		December 31, 2022		December 31, 2021
Dispensary	$	448,771	$	438,879	$	376,582
Cultivation and wholesale		62,526		72,580		83,180
Other		30		119		318
	$	511,327	$	511,578	$	460,080

Loyalty Points Reward Programs

A portion of the revenue generated in a sale is allocated to the loyalty points earned. The amount allocated to the points earned is deferred until the loyalty points are redeemed or expire.

Deferred Income

Accounts receivable, net

Credit losses

Sales taxes

Sales taxes collected from customers are excluded from revenues.

Cost of goods sold

Equity-based payment arrangements

Equity classified common stock warrants

warrant and are classified on the Company’s consolidated balance sheets as equity instruments, the Company uses the Black-Scholes model to measure the value of the warrants at issuance.

Convertible debt

Financial instruments

Level 1 – Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

Level 2 – Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

Initial measurement of financial assets and financial liabilities

Subsequent measurement

The Company’s Level 3 financial instruments include the derivative liability associated with the convertible note payable issued to stockholders (see Note 5).

Loss on conversion of Convertible Debt

Accounting for Real Estate Asset Acquisitions

Recently adopted accounting pronouncements

Accounting pronouncements not yet adopted

Critical accounting estimates and judgments

Financial statement areas that require significant assessments and judgements are as follows:

(5) Deferred taxes- Valuation allowance estimates on deferred tax assets.

Acquisitions - Additional Information (Details) - USD ($)							1 Months Ended		12 Months Ended
	Nov. 01, 2021	Jul. 07, 2021	Jun. 11, 2021	May 04, 2021	Jan. 06, 2021	Dec. 01, 2020	Jun. 30, 2021	Apr. 30, 2021	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Aug. 15, 2023	Aug. 15, 2022
Business Acquisition [Line Items]
Prepaid expenses and other current assets			$ 28,424,000						$ 22,777,000	$ 21,942,000
Tenant receivable									15,601,000	10,087,000
Discount rate of contigent consideration												38.76%	23.44%
(Gain) / loss on remeasurement of contingent consideration									0	(37,362,000)	$ (59,362,000)
Cash consideration								$ 9,500,000
Debt discount									$ 6,598,000	$ 12,483,000
Contingent gain											$ 8,524,000
Refund Receivable											2,992,530
Additional purchase consideration								$ 228,000
Common stock, shares issued									420,265,306	391,238,484
Debt									$ 303,383,000	$ 329,020,000
Revenue									511,327,000	511,578,000	$ 460,080,000
Net loss									(174,287,000)	$ (421,481,000)	(146,853,000)
Medicine Man
Business Acquisition [Line Items]
Equity purchase consideration	5,840,229
Number of shares received for each common share	4,857,184
Goodwill deductible for tax purposes	$ 0
Acquisition-related costs	1,099,000
Revenue											4,734,000
Net income loss											$ 536,000
Total unadjusted purchase price	40,758,000
Cash consideration	7,240,000
Closing shares	23,955,000
Less working capital adjustment	127,000
Medicine Man \| State Licenses
Business Acquisition [Line Items]
Identifiable intangible assets acquired	$ 26,900,000
Definite useful lives	10 years
Medicine Man \| Trademarks
Business Acquisition [Line Items]
Identifiable intangible assets acquired	$ 3,470,000
Definite useful lives	5 years
Medicine Man \| Medicine Man Longmont
Business Acquisition [Line Items]
Equity method investment, ownership percentage	100.00%
Green Leaf Medical
Business Acquisition [Line Items]
Equity method investment, ownership percentage			100.00%
Equity purchase consideration											44,848,416
Tenant receivable											$ 1,308,000
Reimbursement on Construction			$ 27,115,000
Acquisition-related costs			830,000
Debt instrument principal and interest			$ 19,266,000
Revenue											74,545,000
Net income loss											12,997,000
Imputed interest rate			13.25%
Green Leaf Medical \| State Licenses
Business Acquisition [Line Items]
Identifiable intangible assets acquired			$ 153,746,000
Definite useful lives			10 years
Green Leaf Medical \| Trade Names
Business Acquisition [Line Items]
Identifiable intangible assets acquired			$ 21,375,000
Definite useful lives			5 years
Green Leaf Medical \| Wholesale Customer
Business Acquisition [Line Items]
Identifiable intangible assets acquired			$ 49,214,000
Definite useful lives			7 years
Green Leaf Medical \| Acquisition Related Note Payable
Business Acquisition [Line Items]
Interest rate			4.00%
Green Leaf Ohio
Business Acquisition [Line Items]
Equity method investment, ownership percentage		49.00%
Number of shares received for each common share		949,379
The Healing Center San Diego
Business Acquisition [Line Items]
Equity method investment, ownership percentage					100.00%
Number of shares received for each common share					971,541
Acquisition-related costs					$ 85,000
Revenue											11,814,000
Net income loss											976,000
Total unadjusted purchase price					14,115,000
Cash consideration					3,425,000
Closing promissory notes					5,718,000
Closing shares					4,972,000
The Healing Center San Diego \| State Licenses
Business Acquisition [Line Items]
Identifiable intangible assets acquired					$ 9,181,000
Definite useful lives					10 years
The Healing Center San Diego \| Trade Names
Business Acquisition [Line Items]
Identifiable intangible assets acquired					$ 1,806,000
Definite useful lives					10 years
The Healing Center San Diego \| Promissory Notes
Business Acquisition [Line Items]
Interest rate					8.00%
Debt discount					$ 282,000
Promissory notes principal amount					$ 375,000
Maturity date					Dec. 16, 2024
The Healing Center San Diego \| Pre Acquisition
Business Acquisition [Line Items]
Acquisition-related costs					$ 198,000
Project Cannabis
Business Acquisition [Line Items]
Equity purchase consideration						15,713,867
Number of shares received for each common share						1,528,881
Goodwill deductible for tax purposes						$ 0
Total unadjusted purchase price						38,673,000
Closing shares						35,273,000
Aggregate purchase price						39,029,000
Deferred stock payments						3,400,000
Less working capital adjustment						584,000
Common stock, shares issued								178,619
Total Consideration								$ 16,500,000
Assumption of Debt								$ 7,000,000
Revenue											32,848,000
Net loss											2,745,000
Project Cannabis \| State Licenses
Business Acquisition [Line Items]
Identifiable intangible assets acquired						$ 10,356,000
Definite useful lives						10 years
Project Cannabis \| Trade Names
Business Acquisition [Line Items]
Identifiable intangible assets acquired						$ 4,411,000
Definite useful lives						5 years
Project Cannabis \| Wholesale Customer
Business Acquisition [Line Items]
Identifiable intangible assets acquired						$ 3,253,000
Definite useful lives						5 years
Project Cannabis \| Real Estate
Business Acquisition [Line Items]
Imputed interest rate							6.00%
Maturity date							Jul. 31, 2024
Debt							$ 5,000,000
Project Cannabis \| Real Estate Two
Business Acquisition [Line Items]
Imputed interest rate							10.00%
Maturity date							Jul. 31, 2023
Debt							$ 2,000,000
Project Cannabis \| Resource Referral Services Inc
Business Acquisition [Line Items]
Equity method investment, ownership percentage						100.00%
Project Cannabis \| Access Bryant SPC
Business Acquisition [Line Items]
Equity method investment, ownership percentage						49.90%
Project Cannabis \| Selling, General and Administrative Expenses
Business Acquisition [Line Items]
Acquisition-related costs									$ 584,000
Corsa Verde
Business Acquisition [Line Items]
Closing promissory notes				$ 1,500,000
Revenue											301,000
Net loss											$ 835,000
Corsa Verde \| State Licenses
Business Acquisition [Line Items]
Definite useful lives				10 years

Reverse Takeover Transaction and Public Filing Status

12 Months Ended

Dec. 31, 2023

Reverse Takeover Transaction [Abstract]

Reverse Takeover Transaction and Public Filing Status

REVERSE TAKEOVER TRANSACTION AND PUBLIC FILING STATUS

On November 21, 2018, CGGC entered into a merger agreement with Columbia Care LLC (the “Merger Agreement”) providing for the merger (the “Merger”) of Columbia Care LLC with a newly-formed subsidiary of CGGC. On April 26, 2019, (the “Acquisition Date”) the Company completed the merger. Under the terms of the Merger Agreement, CGGC acquired 100% of the issued and outstanding ownership interests of Columbia Care LLC in exchange for the issuance of common shares and proportionate voting shares in the capital of CGGC. Prior to the Merger, CGGC consolidated its common shares on a one for three basis and changed its name to Columbia Care Inc. Following the Merger, Columbia Care LLC became a single-member partnership, wholly owned by the Company.

While CGGC was the legal acquirer of Columbia Care LLC, the RTO has been treated as a reverse asset acquisition and consequently Columbia Care LLC was identified as the acquirer for accounting purposes. The RTO was measured at the fair value of the shares deemed to have been issued by Columbia Care LLC in order for the ownership interest in the combined entity to be the same as if the transaction had taken the legal form of Columbia Care LLC acquiring 100% of CGGC. Any difference between the fair value of the shares deemed to have been issued by Columbia Care LLC and the fair value of CGGC’s identifiable net assets acquired and liabilities assumed represents the value of the public listing received by Columbia Care LLC and was debited to equity. The identifiable assets acquired and liabilities of CGGC assumed by Columbia Care LLC were based on their respective fair values at the Acquisition Date and were paid as follows:


Net assets acquired
Cash	$	120,193

Consideration paid
19,077,096 common shares held by CGGC shareholders	$	111,339
5,394,945 warrants held by CGGC shareholders		19,925
	$	131,264

Value attributable to obtaining a listing status	$	11,071

For the year ended December 31, 2019, the Company expensed $3,961 in listing costs. The fair value of the common shares and warrants included in the consideration paid of $131,264 was determined based on an independent valuation of the Company’s shares and the percentage ownership of CGGC shareholders, on a diluted basis, on the Acquisition Date. The fair value of the warrants included in the consideration paid of $19,925 was calculated using the Black-Scholes model with the following assumptions:


Expected volatility	70.00	%
Expected term (years)	5.00
Expected dividends	0.00	%
Risk-free interest rate	1.52	%

Volatility was estimated by using the average historical volatility of comparable companies from a representative peer group of publicly traded cannabis companies.

The Company evaluated the warrants issued as a part of the purchase consideration under ASC 480, Distinguishing Liabilities from Equity and ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity. These warrants do not have a redemption feature and are traded separately from our common shares on the NEO exchange. They can be converted into shares, on a one-for-one conversion ratio prior to their expiry on April 26, 2024, upon payment of a fixed exercise price of $10.35 (Canadian Dollars) per warrant by the warrant holder. The

settlement amount is subject to change in case of certain situations like future stock split, consolidation, stock dividend etc. These variables that could affect the settlement amount would be inputs to the fair value of a fixed-for-fixed forward or option on equity shares. As the Company early adopted the provisions of ASU 2017-11 in 2018, the value of the down round provision associated with a future rights issue would be recognized only when it is activated and there is an actual reduction of the strike price or conversion feature. The Company determined that these warrants are freestanding financial instruments that qualify for the scope exemption for being accounted as derivatives. Further, the warrant agreement does not prohibit settlement in unregistered shares and it does not contain any cash-settled top-off or make-whole provisions or provisions for cash payment by the Company in case it fails to file with the SEC. The Company has an unlimited number of authorized shares and it is not required to post a collateral at any point with respect to the warrant agreement. The rights of the warrant holders do not rank higher than the rights of the shareholders. The Company therefore concluded that the warrants meet the criteria to be classified in stockholders’ equity and should be measured at fair value on the date of RTO. No changes would be required to the measurement amount or the classification unless an event that requires a reclassification of the warrants out of the equity occurs. The Company reassessed the contract classification as of December 31, 2023, 2022 and 2021, noting no changes to the classification and / or measurement. The Company formally became an SEC registrant with the filing of its 2022 Form 10-K.

Income Taxes - Schedule of Tax Effects of the Temporary Differences Giving Rise to Deferred Tax Assets and Deferred Tax Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Deferred Tax Assets
Net operating loss carryforwards	$ 20,888	$ 14,066	$ 9,783
Derivative liability	65	125	3,426
Inventory	1,639	1,275	788
Stock-based compensation	3,420	3,288	7,815
Capitalized expenses	20,737	20,769	3,742
Reserves	2,622	2,741	22,897
Right of use assets	42,965	37,652	41,999
Sale leaseback	1,554	1,552	1,630
Other	1,965	1,626	1,142
Deferred Tax Assets, Gross, Total	95,855	83,094	93,222
Valuation allowance	(16,238)	(9,202)	(4,876)
Total deferred tax assets, net	79,617	73,892	88,346
Deferred Tax Liabilities
Property, plant and equipment	(748)	(2,427)	(2,399)
Intangibles	(13,459)	(32,661)	(115,621)
Accruals	(90)	(91)	(1,126)
Debt discount	(3,556)	(5,712)	(7,784)
Right of use liabilities	(40,290)	(35,904)	(40,893)
Gross deferred tax liabilities	(56,647)	(76,795)	(167,823)
Net deferred tax liabilities	0	2,903	79,477
Net deferred tax assets	$ 22,970	$ 0	$ 0

Current and Long-Term Debt

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Current and Long-Term Debt

CURRENT AND LONG-TERM DEBT

Current and long-term obligations, net, are shown in the table below:


	December 31, 2023			December 31, 2022
2026 Notes	$	185,000		$	185,000
Term debt		13,228			38,215
2025 Convertible Notes		74,500			74,500
Mortgage Note		43,500			35,965
2023 Convertible Notes		—			5,600
Acquisition related real estate notes		—			7,000
Acquisition related promissory notes		1,500			3,000
Acquisition related term debt		—			3,214
		317,728			352,494
Unamortized debt discount		(6,598	)		(12,483	)
Unamortized deferred financing costs		(7,747	)		(11,016	)
Unamortized debt premium		—			25
Total debt, net		303,383			329,020
Less current portion, net*		(5,905	)		(47,315	)
Long-term portion	$	297,478		$	281,705

The current portion of the debt includes scheduled payments on the term debt, mortgage note, acquisition related promissory notes and acquisition related notes payable, net of corresponding portion of the unamortized debt discount, debt premium and unamortized deferred financing costs. The debt discount is being amortized over the term of the respective debt notes.

The following table summarizes the scheduled principal payments on the Company’s outstanding indebtedness as of December 31, 2023:


	2024		2025		2026		2027		2028		Thereafter		Total
Term debt		13,228		—		—		—		—		—		13,228
2025 Convertible Notes		—		74,500		—		—		—		—		74,500
2026 Notes		—		—		185,000		—		—		—		185,000
Mortgage Note		574		653		16,459		18,100		7,714		—		43,500
Acquisition related promissory notes (see note 6)		1,500		—		—		—		—		—		1,500
		15,302		75,153		201,459		18,100		7,714		—		317,728

The Company was in compliance with all financial covenants and was not in default of any provisions under any of its debt arrangements as of December 31, 2023.

The following table presents information about the current and long-term debt obligations of the Company as of December 31, 2023:



	Balance, January 01		Borrowing		Acquisition related		Conversion/Exchanges		Repayments			Balance, December 31
Term debt	$	38,215	$	—	$	—	$	—	$	(24,987	)	$	13,228
2025 Convertible Notes		74,500		—		—		—		—			74,500
Mortgage Note		35,965		8,050		—		—		(515	)		43,500
2023 Convertible Notes		5,600		—		—		—		(5,600	)		—
2026 Notes		185,000		—		—		-		—			185,000
Acquisition related real estate notes (note 6)		7,000		—		—		—		(7,000	)		—
Acquisition related promissory notes (note 6)		3,000		—		—		—		(1,500	)		1,500
Acquisition related note payable (note 6)		3,214		—		—		—		(3,214	)		—
	$	352,494	$	8,050	$	—	$	—	$	(42,816	)	$	317,728

The following table summarizes the scheduled principal payments on the Company’s outstanding indebtedness as of December 31, 2022:



	Balance, January 01		Borrowing		Acquisition related		Conversion			Repayments			Balance, December 31
Term debt	$	69,965	$	—	$	—	$	(31,750	)	$	—		$	38,215
2025 Convertible Notes		74,500		—		—		—			—			74,500
Mortgage Note		20,000		16,500		—		—			(535	)		35,965
2023 Convertible Notes		5,600		—		—		—			—			5,600
2026 Notes		—		153,250		—		31,750			—			185,000
Acquisition related real estate notes (note 6)		7,000		—		—		—			—			7,000
Acquisition related promissory notes (note 6)		4,875		—		—		—			(1,875	)		3,000
Acquisition related note payable (note 6)		3,314		—		—		—			(100	)		3,214
	$	185,254	$	169,750	$	—	$	—		$	(2,510	)	$	352,494

The Company was in compliance with all financial covenants and was not in default of any provisions under any of its debt arrangements as of December 31, 2023 and December 31, 2022.

2025 Convertible Notes

On June 29, 2021, the Company completed an offering of 6.0% Secured Convertible Notes Due 2025 (“2025 Convertible Notes”) for an aggregate principal amount of $74,500. The 2025 Convertible Notes are senior secured obligations of the Company and will accrue interest payable semiannually in arrears and mature on June 29, 2025, unless earlier converted, redeemed or repurchased. The 2025 Convertible Notes shall be convertible, at the option of the holder, from the date of issuance until the date that is 10 days prior to their maturity date into Common Shares of the Company at a conversion price equal to $6.49 payable on the business day prior to the date of conversion, adjusted downwards for any cash dividends paid to holders of Common Shares and other customary adjustments. The Company may redeem the 2025 Convertible Notes at par, in whole or in part, on or after June 29, 2023, if the volume weighted average price of the Common Shares trading on the Canadian Stock Exchange or Cboe Canada for 15 of the 30 trading days immediately preceding the day on which the Company exercises its redemption right, exceeds 120.0% of the conversion price of the 2025 Convertible Notes at a Redemption Price equal to 100.0% of the principal amount of the 2025 Convertible Notes redeemed, plus accrued but unpaid interest, if any, up to but excluding the Redemption Date.

The 2025 Convertible Notes require interest-only payments until June 29, 2025, at a rate of 6.0% per annum, payable semi-annually in June and December and commencing in December 2021. The 2025 Convertible Notes are due in full on June 29, 2025. The Company incurred financing costs of $3,190 in connection with the 2025 Convertible Notes. The principal amount of the 2025 Convertible Notes and the conversion price are denominated in U.S. dollars. As the functional currency of the Company is Canadian dollars, the amount of the liability to be settled depends on the applicable foreign exchange rate on the date of settlement. The 2025 Convertible Notes therefore represent an obligation to issue a fixed number of shares for a variable amount of liability. Due to this conversion feature within the 2025 Convertible Notes, the Company is unable to obtain an exception from derivative accounting. Accordingly, this conversion feature was accounted for as

an embedded derivative liability and measured at fair value of $15,099 on the date of issuance of debt with a corresponding debt discount, reflected as a reduction to the carrying value of the Convertible Notes. The Company fair values the derivative liability at each balance sheet date. Changes in fair value of the embedded derivative are recognized in the consolidated statements of operations and comprehensive loss. The debt discount is amortized over the term of the 2025 Convertible Notes.

2023 Convertible Notes

On June 19, 2020, the Company completed the first tranche of an offering of senior secured convertible notes (“2023 Convertible Notes”) for an aggregate principal amount of $12,800. During July 2020, the Company completed subsequent tranches for an aggregate principal amount of $5,960. The 2023 Convertible Notes can be exchanged into Common Shares at a conversion price of C$3.79. For the purposes of determining the number of Common Shares issuable upon conversion of the 2023 Convertible Notes, the principal amount of the 2023 Convertible Notes surrendered for conversion shall be deemed converted from U.S. Dollars into Canadian Dollars, using the end-of-day exchange rate published by the Bank of Canada on the date immediately preceding the date that the 2023 Convertible Note is surrendered for conversion. The 2023 Convertible Notes require interest-only payments until December 19, 2023, at a rate of 5.0% per annum, payable semi-annually on June 30 and December 31 commencing on December 31, 2020. The 2023 Convertible Notes are due in full on December 19, 2023. The Company incurred financing costs of $175 in connection with issuance of the 2023 Convertible Notes. The Company determined that the 2023 Convertible Notes represent an obligation to issue a variable number of shares for a variable amount of liability, as the amount of the liability to be settled depends on the applicable foreign exchange rate at the date of settlement. In accordance with ASC 480 – Distinguishing Liabilities from Equity, a conversion feature within a financial instrument to issue a variable number of equity units fails to meet the definition of equity. Accordingly, such a conversion feature must be accounted for as an embedded derivative liability and measured at fair value with changes in fair value recognized in the consolidated statements of operations and comprehensive loss. Upon initial recognition, the Company recorded a derivative liability of $5,364 within other long-term liabilities in the consolidated balance sheets and a corresponding debt discount, reflected as a reduction to the carrying value of the 2023 Convertible Notes. The Company fair values the derivative liability at each balance sheet date. Changes in fair value of the embedded derivative are recognized in the consolidated statements of operations and comprehensive loss. The debt discount is amortized over the term of the 2023 Convertible Notes. In December 2023, the Company retired the full amount of $5.6 million of its 5% notes on the scheduled due date.

Conversion of Convertible notes

In April 2021, the Company offered an incentive program to the holders of the 2023 Convertible Notes, pursuant to which, the Company would issue to each noteholder that surrendered its 2023 Convertible Notes for conversion on or before May 28, 2021, 20 Common Shares of the Company on a private placement basis for each one-thousand US dollars aggregate principal amount of 2023 Convertible Notes surrendered for conversion. Pursuant to this incentive program, 4,550,139 shares were issued upon of conversion of $13,160 of 2023 Convertible Notes. These conversions resulted in recognition of a loss on conversion of $1,580, write down of derivative liability, debt discount and debt amortization of $12,127, $2,855 and $93, respectively and a corresponding credit to paid in capital of $23,919. Holders of $5,600 aggregate principal amount of the 2023 Convertible Notes did not convert their debt into Common Shares and as of December 31, 2023, none of the convertible debt issued in 2020 was still outstanding.

Private Placement

On February 3, 2022, The Cannabist Company closed a private placement (the “February 2022 Private Placement”) of $185,000 aggregate principal amount of 9.50% senior-secured first-lien notes due 2026 (the “2026 Notes”) and received aggregate gross proceeds of $153,250. The 2026 Notes are senior secured obligations of the Company and were issued at 100.0% of face value. The 2026 Notes accrue interest in arrears which is payable semi-annually and mature on February 3, 2026, unless earlier redeemed or repurchased. The Company may redeem the 2026 Notes at par, in whole or in part, on or after February 3, 2024, as more particularly described in the fourth supplemental trust indenture governing the 2026 Notes. In connection with the offering of the 2026 Notes, the Company exchanged $31,750 of the Company’s existing 13.0% senior secured first-lien notes (the “13.0% Term Debt”), pursuant to private agreements in accordance with the trust indenture, for an equivalent amount of 2026 Notes plus accrued but unpaid interest and any negotiated premium thereon.

The premium and paid interest were paid out of funds raised from the February 2022 Private Placement. The total unamortized debt and debt issuance costs of $2,153, related to the modified portion of the 13.0% Term Debt, will be amortized over the term of the 2026 Notes using the effective interest method. The Company incurred $7,189 in creditor fees in connection with the modified 13.0% Term Debt and 2026 Notes and $301 in third-party legal fees related to 2026 Notes which were capitalized and will be amortized over the term of the 2026 Notes using the effective interest rate method.

Mortgages

In December 2021, the Company entered into a term loan and security agreement with a bank. The agreement provides for $20,000 mortgage on real property in New York and carries interest at a variable rate per annum equal to the Wall Street Prime Rate (“Index”) plus 2.25%. The debt is repayable in 59 monthly installments and a final balloon payment due on January 1, 2027, which is estimated at $18,173. In connection with this mortgage, the Company incurred financing costs of $655.

In June 2022, the Company entered into a term loan and security agreement with a bank. The agreement provides for $16,500 mortgage on real property in New Jersey and carries interest at a variable rate per annum equal to the Index plus 2.25%. The debt is repayable in 59 monthly installments and a final balloon payment due on July 15, 2027, which is estimated at $15,762. In connection with this mortgage, the Company incurred financing costs of $209.

On August 10, 2023, the Company entered into two term loans and security agreements with a bank as follows:

•

The first agreement provides for a $6,250 mortgage on real property in Maryland and carries interest at a variable rate per annum equal to the Index plus 2.25%. The debt is repayable in 59 monthly installments and matures in August 2028. In connection with this mortgage, the Company incurred financing costs of $195 and netted $2,903 after the repayment of a prior outstanding mortgage on the property.

•

The second agreement provides for $1,800 mortgage on real property in Delaware and carries interest at a variable rate per annum equal to the Index plus 2.25%. The debt is repayable in 59 monthly installments and matures in August 2028. In connection with this mortgage, the Company incurred financing costs of $77 and netted $1,723.

Term debt

On March 31, 2020 and April 23, 2020, the Company completed the first and second tranches of a private placement of notes (“Private Notes”) for an aggregate principal amount of $14,250 and $1,000, respectively. The Private Notes required interest-only payments through March 30, 2024, at a rate of 9.9% per annum, payable semi-annually on March 31 and September 30 commencing on September 30, 2020. The Private Notes were due in full on March 30, 2024. In connection with the first and second tranche offerings of the Private Notes, the Company issued 1,723,250 common share purchase warrants at an exercise price of C$3.10.

On May 14, 2020, the Company completed a private placement of an aggregate of 19,115 senior secured first-lien note units (the “May Units”) for aggregate gross proceeds of $19,115, each May Unit being comprised of (i) $1,000 principal amount of 2024 Notes and (ii) 120 Common Share purchase warrants (the “May Warrants”) with an exercise price of C$2.95 per underlying Common Share (the “May Private Placement”). Concurrent with the closing of the May Private Placement, the Private Notes were exchanged for 2024 Notes. In addition, holders of Private Notes were issued additional 130,388 May Warrants with an exercise price of C$2.95.

On July 2, 2020, the Company completed a second private placement of an aggregate of 4,000 units (the “July Units”) for aggregate gross proceeds of $4,000, each July Unit being comprised of (i) $1,000 Notes and (ii) 75 Common Share purchase warrants (the “July Warrants”) with an exercise price of C$4.53 per underlying Common Share.

On October 29, 2020, November 10, 2020 and November 27, 2020, the Company completed private placements of an aggregate of 20,000, 8,400 and 3,000 units (the “Early November Units”), respectively, for aggregate gross proceeds of $32,054, each unit being comprised of (i) $1,000 Notes and (ii) 60 Common Share purchase warrants (the “Fall Warrants” and together with the May Warrants and July Warrants, the “Warrants”) with an exercise price of C$5.84 per underlying Common Share.

On November 30, 2020, the Company completed another private placement of an aggregate of 200 units (the “Late November Units”) and together with the May Units, the July Units and the Early November Units, respectively for aggregate gross proceeds of $200, each unit being comprised of (i) $1,000 Notes and (ii) 125 Fall Warrants.

At the option of the holder, each Warrant could be exchanged for one Common Share. The Warrants expired unexercised on May 14, 2023.

The 2024 Notes require interest-only payments through May 14, 2024, at a rate of 13.0% per annum, payable semi-annually on May 31 and November 30, which commenced on November 30, 2020. The 2024 Notes are due in full on May 14, 2024. The Company incurred financing costs of $3,373 in connection with the issuance of these 2024 Notes. The 2024 Notes contain customary terms and conditions, representations and warranties, and events of default.

Upon initial recognition, the Company recorded $6,298 to equity reserves, reflecting the fair value of the Warrants issued, with a corresponding reduction to the carrying value of the 2024 Notes. The debt discount will be amortized to interest expense over the term of the 2024 Notes using the effective interest method.

Debt Transactions

The Company entered into a non-binding agreement with the September 2023 Investors (as defined in Note 11 below) with respect to the repurchase by the Company of up to $25 million of principal amount of their holdings in the 6.0% senior secured convertible notes due June 2025 of the Company (the “2025 Convertible Notes”). The purchase price is expected to be payable in Common Shares. Completion of these transactions are subject to definitive documentation and receipt of all necessary regulatory approvals.

Partial Redemption of 13% Notes due 2024

As described further in Note 11, on October 23, 2023, the Company retired $25 million of its 13% Notes due May 2024 (the “2024 Notes”) through a proportional redemption process. This action supersedes and replaces the prior commitments received from several holders of the 2024 notes to exchange into the Company’s 9.5% senior secured notes due February 2026, on a one-for-one basis.

Total interest and amortization expense on the Company’s debt obligations for the years ended December 31, 2023, 2022 and 2021 were as follows:


	Year Ended
	December 31, 2023			December 31, 2022			December 31, 2021
Interest expense on debt	$	41,900		$	40,123		$	19,370
Amortization of debt discount	$	5,783		$	5,327		$	4,921
Amortization of debt premium	$	—		$	(164	)	$	(280	)
Amortization of debt issuance costs	$	3,569		$	3,425		$	1,502
Other interest (expense) income, net	$	(565	)	$	(362	)	$	(779	)
Total interest expense, net	$	50,687		$	48,349		$	24,734

The weighted average interest rate on the Company’s indebtedness was 8.86%.

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//470/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
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-Paragraph 1E
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Disposal Group, Including Discontinued Operation, Assets [Abstract]

Leasing Activities - Schedule of Cash Flow Information Related To Leases (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$ 26,547	$ 24,614
Operating cash flows from finance leases	4,177	5,545
Financing cash flows from finance leases	6,788	5,815
Operating leases	5,114	30,040
Finance leases	991	(11,589)
Lease assets obtained in business acquisitions
Operating leases	$ 0	$ 973

Leasing Activities - Additional Information (Details)	Dec. 31, 2023
Maximum [Member]
Lessee, Lease, Description [Line Items]
Lessee, operating lease, term of contract	15 years
Minimum
Lessee, Lease, Description [Line Items]
Lessee, operating lease, term of contract	1 year
Equipment and Vehicles [Member] \| Standard Lease Term [Member] \| Maximum [Member]
Lessee, Lease, Description [Line Items]
Lessee, operating lease, term of contract	5 years
Equipment and Vehicles [Member] \| Standard Lease Term [Member] \| Minimum
Lessee, Lease, Description [Line Items]
Lessee, operating lease, term of contract	3 years

Net Assets Held For Sale

12 Months Ended

Dec. 31, 2023

Net Assets Held for Sale

20.

NET ASSETS HELD FOR SALE

During 2023, the Company committed to a plan to sell its Utah operations. Accordingly, certain of the assets and liabilities held by the Company’s Utah subsidiary were presented as a disposal group held for sale on the consolidated balance sheet as of December 31, 2023. The sale of the Utah assets was completed on March 7, 2024.

During 2022, in conjunction with the proposed transaction with Cresco Labs, the Company committed to a plan to sell parts of its operations in Florida, Illinois, Massachusetts, Ohio and New York. The divestiture of the Assets was required for Cresco to close its previously announced acquisition of the Company. On November 4, 2022 the Company and Cresco jointly announced the signing of definitive agreements to divest certain New York, Illinois, and Massachusetts assets to an entity owned and controlled by Sean “Diddy” Combs (the "Combs Transaction"). Accordingly, certain of the Company's long-lived assets and liabilities held in these three markets were presented as a disposal group held for sale on the consolidated balance sheet as of December 31, 2022. As a result of the termination of the proposed transaction with Cresco Labs, and termination of the proposed Combs Transaction, it was determined that the assets and liabilities in these three markets should no longer be classified as assets and liabilities held for sale.

The planned disposals as of December 31, 2023 did not represent a strategic shift of the Company that had or will have a major effect on the Company’s operations and financial results. Accordingly, the operations were not segregated and were presented as continuing operations in the consolidated statements of operations and comprehensive loss for the years ended December 31, 2023 and 2022. The disposal group was stated at fair value less costs to sell and comprised the following assets and liabilities:


	December 31, 2023			December 31, 2022
Property, plant and equipment	$	414		$	9,392
Right-of-use assets		115			19,001
Prepaid expenses and other current assets		1,223			696
Assets held for sale	$	1,752		$	29,089
Accounts payable and other liabilities		(1,161	)		-
Lease liabilities		(114	)		(20,179	)
Liabilities held for sale	$	(1,275	)	$	(20,179	)

The non-recurring fair value measurement for the disposal group has been categorized as a Level 3 fair value utilizing Level 3 inputs and using a market approach, based on available data for transactions in the region and discussions with potential acquirers.

Subsequent Events

12 Months Ended

Dec. 31, 2023

Subsequent Events [Abstract]

Subsequent Events

27. SUBSEQUENT EVENTS

The Company has evaluated all events and transactions that occurred after December 31, 2023 through the filing of these audited annual financial statements. Certain subsequent events noted in these audited annual financial statements include the following:

•

Through March 11, 2024, $10 million of the potential $25 million exchange of 6% Notes as described in “January 2024 Debt Exchange” has been completed.

•

On March 7, 2024, the Company completed the Closing of the Utah divestiture, resulting in $6.5 million of gross proceeds, $2.6 million of which is in the form of a Seller note.

•

On January 15, 2024, Mr. Hart was promoted to the role of Chief Executive Officer of the Company. In connection with his promotion, Mr. Hart entered into an amended and restated employment agreement with the Company on March 11, 2024.

•

On January 15, 2024, Mr. Channon was promoted to the role of President of the Company. In connection with his promotion, Mr. Channon entered into an amended and restated employment agreement with the Company on March 11, 2024.

•

On January 15, 2024, Mr. Vita retired as Chief Executive Officer. In connection therewith, the Company entered into a separation and release of claims agreement with Mr. Vita on March 13, 2024.

With the exception of these events, no events have occurred that would require adjustment to the disclosures in these audited annual consolidated statements.

Divestitures - Summary of Operating Results (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Revenue	$ 511,327	$ 511,578	$ 460,080
Expenses	(63,658)	(16,454)	(36,349)
Missouri Business
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Revenue	221	587	121
Expenses	$ 1,954	$ 3,757	$ 1,405

Leasing Activities - Summary of Weighted Average Remaining Lease Term and Discount Rate (Details)	Dec. 31, 2023	Dec. 31, 2022
Leases [Abstract]
Operating leases, Weighted average remaining lease term	14 years 1 month 6 days	15 years 4 months 24 days
Finance leases, Weighted average remaining lease term	9 years 1 month 6 days	9 years 6 months
Operating leases, Weighted average discount rate	7.01%	7.01%
Finance leases, Weighted average discount rate	7.49%	7.74%

Goodwill and Intangible Assets - Schedule of Selling General and Administrative Expenses (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill impairment	$ 19,274	$ 170,643	$ 72,328
Amortization expenses	$ 18,606	$ 44,530	$ 26,081

Property and Equipment - Property and Equipment and Related Depreciation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Property Plant And Equipment [Line Items]
Total property and equipment, gross	$ 414,689	$ 429,018	$ 392,851
Less: Accumulated depreciation	(116,191)	(71,025)
Total property and equipment, net	298,498	357,993
Total depreciation expense	34,286	32,059	22,325
Costs of Sales Related to Inventory Production
Property Plant And Equipment [Line Items]
Total depreciation expense	20,225	18,565	12,853
Selling, General and Administrative Expenses
Property Plant And Equipment [Line Items]
Total depreciation expense	14,061	13,494	9,472
Land and Buildings
Property Plant And Equipment [Line Items]
Total property and equipment, gross	115,277	128,389	113,736
Total depreciation expense	2,621	2,708
Furniture and Fixtures
Property Plant And Equipment [Line Items]
Total property and equipment, gross	10,981	8,773	8,564
Total depreciation expense	2,096	1,833
Equipment
Property Plant And Equipment [Line Items]
Total property and equipment, gross	43,123	38,467	36,052
Total depreciation expense	7,353	7,140
Computers and Software
Property Plant And Equipment [Line Items]
Total property and equipment, gross	4,033	3,537	2,914
Total depreciation expense	858	693
Leasehold Improvements
Property Plant And Equipment [Line Items]
Total property and equipment, gross	207,846	193,454	145,259
Total depreciation expense	21,358	19,685
Construction in Progress
Property Plant And Equipment [Line Items]
Total property and equipment, gross	33,429	56,398	$ 86,326
Total depreciation expense	$ 0	$ 0

Share-Based Payment Arrangements - Schedule of Unvested Restricted Stock Awards Roll Forward (Details) - CAP - $ / shares	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unvested Units	0	0	0
Weighted-Average Threshold Amount	$ 0	$ 0	$ 0

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

Warrants and Rights Note Disclosure [Abstract]

Warrants (Tables)

12 Months Ended

Dec. 31, 2023

Summary of Outstanding Equity-Classified Warrants to Purchase Common Stock

Outstanding equity-classified warrants to purchase common shares consisted of the following:


	December 31, 2023				December 31, 2022
Expiration	Number of Shares Issued and Exercisable		Exercise Price (Canadian Dollars)		Number of Shares Issued and Exercisable		Exercise Price (Canadian Dollars)
September 21,2026		11,122,105	1.96			—		—
October 1, 2025		648,783		8.12		648,783		8.12
April 26, 2024		5,394,945		10.35		5,394,945		10.35
May 14, 2023		—		3.10		1,723,250		3.10
May 14, 2023		—		2.95		1,818,788		2.95
May 14, 2023		—		5.84		1,897,000		5.84
		17,165,833	$	4.83		11,482,766	$	7.22

Schedule of Warrant Activity

Warrant activity during the years ended December 31, 2023, and 2022 is summarized in the table below:


				Weighted average				Weighted average
	Warrants			(Canadian Dollars)		Warrants		(U.S. Dollars)
Balance as of December 31, 2020		13,147,919		$	6.91	$	—	$	—
Exercised		(1,485,153	)		5.01		—		—
Balance as of December 31, 2021		11,662,766			7.15		—		—
Exercised		(180,000	)		2.95		—		—
Balance as of December 31, 2022		11,482,766			7.22		—		—
Issued		11,479,075			1.90		—		—
Exercised		(356,970	)		-		—		—
Expired		(5,439,038	)		4.01		—		—
Balance as of December 31, 2023		17,165,833		$	4.83	$	—	$	—

Non-Controlling Interests - Summary of Non-Controlling Interests in Each Affiliate Before Intercompany Elimination (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Noncontrolling Interest [Line Items]
Current assets	$ 187,527	$ 237,177
Current liabilities	(160,044)	(203,118)
Total equity	65,352	206,903	$ 550,823	$ 286,949
Consolidation, Elimination, Affiliate Group and Registrant \| Subsidiary Issuer
Noncontrolling Interest [Line Items]
Current assets	80,743	51,419
Current liabilities	(45,059)	(22,360)
Current net assets (liabilities)	35,684	29,059
Non-current assets	127,179	143,397
Non-current liabilities	(163,576)	(209,452)
Non-current net assets (liabilities)	(36,397)	(66,055)
Total equity	(1,520)	(6,381)
Consolidation, Elimination, Affiliate Group and Registrant \| Subsidiary Issuer \| Venture Forth Holdings L L C
Noncontrolling Interest [Line Items]
Current assets	1,206	1,490
Current liabilities	(2,408)	(1,977)
Current net assets (liabilities)	(1,202)	487
Non-current assets	515	1,075
Non-current liabilities	(19,041)	(18,956)
Non-current net assets (liabilities)	(18,526)	(17,881)
Total equity	0	(0)
Consolidation, Elimination, Affiliate Group and Registrant \| Subsidiary Issuer \| Columbia Care Arizona Tempe LLC
Noncontrolling Interest [Line Items]
Current assets	2,731	2,731
Current liabilities	(50)	(50)
Current net assets (liabilities)	2,681	2,681
Non-current assets	996	896
Non-current liabilities	(1,707)	(1,662)
Non-current net assets (liabilities)	(711)	(766)
Total equity	256	291
Consolidation, Elimination, Affiliate Group and Registrant \| Subsidiary Issuer \| Columbia Care Delaware LLC
Noncontrolling Interest [Line Items]
Current assets	3,208	3,669
Current liabilities	(1,076)	(1,136)
Current net assets (liabilities)	2,132	2,533
Non-current assets	8,295	10,162
Non-current liabilities	(9,555)	(12,633)
Non-current net assets (liabilities)	(1,260)	(2,471)
Total equity	0	0
Consolidation, Elimination, Affiliate Group and Registrant \| Subsidiary Issuer \| Columbia Care Puerto Rico LLC
Noncontrolling Interest [Line Items]
Current assets	590	159
Current liabilities	(63)	(106)
Current net assets (liabilities)	527	53
Non-current assets	0	0
Non-current liabilities	(10,973)	(11,034)
Non-current net assets (liabilities)	(10,973)	(11,034)
Total equity	0	0
Consolidation, Elimination, Affiliate Group and Registrant \| Subsidiary Issuer \| Columbia Care Maryland LLC
Noncontrolling Interest [Line Items]
Current assets	316	596
Current liabilities	(982)	(445)
Current net assets (liabilities)	(666)	151
Non-current assets	653	422
Non-current liabilities	(3,650)	(3,542)
Non-current net assets (liabilities)	(2,997)	(3,120)
Total equity	(149)	(117)
Consolidation, Elimination, Affiliate Group and Registrant \| Subsidiary Issuer \| Columbia Care Eastern Virginia LLC
Noncontrolling Interest [Line Items]
Current assets	10,214	6,129
Current liabilities	(9,259)	(5,503)
Current net assets (liabilities)	955	626
Non-current assets	31,663	32,895
Non-current liabilities	(18,383)	(31,458)
Non-current net assets (liabilities)	13,280	(1,437)
Total equity	(228)	(165)
Consolidation, Elimination, Affiliate Group and Registrant \| Subsidiary Issuer \| Columbia Care International Holdco LLC
Noncontrolling Interest [Line Items]
Current assets	7	271
Current liabilities	0	(358)
Current net assets (liabilities)	7	(87)
Non-current assets	5,118	5,118
Non-current liabilities	(1)	(4,631)
Non-current net assets (liabilities)	5,117	487
Total equity	0	0
Consolidation, Elimination, Affiliate Group and Registrant \| Subsidiary Issuer \| Columbia Care New Jersey LLC
Noncontrolling Interest [Line Items]
Current assets	18,714	14,108
Current liabilities	(7,581)	(3,946)
Current net assets (liabilities)	11,133	10,162
Non-current assets	52,263	58,486
Non-current liabilities	(53,131)	(69,409)
Non-current net assets (liabilities)	(868)	(10,923)
Total equity	797	(25)
Consolidation, Elimination, Affiliate Group and Registrant \| Subsidiary Issuer \| Access Bryant LLC
Noncontrolling Interest [Line Items]
Current assets	268	494
Current liabilities	(1,532)	(1,174)
Current net assets (liabilities)	(1,264)	(680)
Non-current assets	1,569	427
Non-current liabilities	(1,333)	(1,236)
Non-current net assets (liabilities)	236	809
Total equity	(1,642)	(876)
Consolidation, Elimination, Affiliate Group and Registrant \| Subsidiary Issuer \| Columbia Care Ohio LLC
Noncontrolling Interest [Line Items]
Current assets	12,977	9,150
Current liabilities	(1,014)	(742)
Current net assets (liabilities)	11,963	8,408
Non-current assets	24,083	26,097
Non-current liabilities	(41,955)	(39,142)
Non-current net assets (liabilities)	(17,872)	(13,045)
Total equity	0	0
Consolidation, Elimination, Affiliate Group and Registrant \| Subsidiary Issuer \| Columbia Care Missouri LLC
Noncontrolling Interest [Line Items]
Current assets	0	1,299
Current liabilities	0	(311)
Current net assets (liabilities)	0	988
Non-current assets	0	5,352
Non-current liabilities	0	(11,275)
Non-current net assets (liabilities)	0	(5,923)
Total equity	0	(4,934)
Consolidation, Elimination, Affiliate Group and Registrant \| Subsidiary Issuer \| Other LLC
Noncontrolling Interest [Line Items]
Current assets	9	797
Current liabilities	(5)	(418)
Current net assets (liabilities)	4	379
Non-current assets	0	799
Non-current liabilities	4	(1,611)
Non-current net assets (liabilities)	4	(812)
Total equity	3	16
Consolidation, Elimination, Affiliate Group and Registrant \| Subsidiary Issuer \| Green Leaf Medical Inc LLC
Noncontrolling Interest [Line Items]
Current assets	30,503	10,526
Current liabilities	(21,089)	(6,194)
Current net assets (liabilities)	9,414	4,332
Non-current assets	2,024	1,668
Non-current liabilities	(3,851)	(2,863)
Non-current net assets (liabilities)	(1,827)	1,195
Total equity	$ (557)	$ 919

Shareholders' Equity

12 Months Ended

Dec. 31, 2023

Stockholders' Equity Note [Abstract]

Shareholders' Equity

11.

SHAREHOLDERS’ EQUITY

In addition to the issuance of equity in connection with conversion of 2023 Convertible Notes and Mortgage mentioned in Note 5, business acquisitions mentioned in Note 6, exercise of warrants mentioned in Note 12, and share-based payment arrangements mentioned in Note 13, during the year ended December 31, 2021, the Company closed a public offering that consisted of 18,572,500 Common Shares at a price of $8.05 (Canadian Dollars) per common share and sold, on a bought deal private placement basis, 3,220,000 Common Shares at a price of $9.00 (Canadian Dollars) per share sold for net proceeds of $133,151 to the Company in January and February 2021.

Issuance of equity in connection with the exercise of warrants mentioned in Note 12, share-based payment arrangements mentioned in Note 13, and non-controlling interest buyout mentioned in Note 24, constitute the activity in shareholders equity during the year ended December 31, 2023 and December 31, 2022.

Authorized Capital

Authorized share capital of the Company consists of (i) an unlimited number of common shares without par (ii) an unlimited number of proportionate voting shares without par, and (iii) an unlimited number of preferred shares.

The Company’s common shares and proportionate voting shares (together, the “Shares”) have the same rights and are equal in all respects. The Company treats the Shares as if they were a single class.

Conversion Rights and Transfers

Issued and outstanding proportionate voting shares, including fractions thereof, may at any time, subject to certain conditions, at the option of the holder, be converted into common shares at a ratio of 100 common shares per proportionate voting share with fractional proportionate voting shares convertible into common shares at the same ratio. Further, the Company’s board of directors may determine in the future that it is no longer advisable to maintain the proportionate voting shares as a separate class of shares and may cause all of the issued and outstanding proportionate voting shares to be converted into common shares at a ratio of 100 common shares per proportionate voting share with

fractional proportionate voting shares convertible into common shares at the same ratio and the Company shall not be entitled to issue any additional proportionate voting shares thereafter.

Rights

Holders of Shares are entitled to one vote on all matters submitted to a vote of the Company’s shareholders. Holders of Shares are entitled to receive dividends, as may be declared by the Company’s board of directors. As of December 31, 2023, and 2022, no cash dividends had been declared or paid.

Debt Redemption

On September 18, 2023, the Company raised gross proceeds of approximately $25 million through the issuance of additional equity. On October 23, 2023, the Company used these proceeds to retire $25 million of its 13% Notes due May 2024 through a proportional redemption process. In December 2023, the Company also retired the full amount of $5.6 million of its 5% Notes on the scheduled due date.

Share buy-back Authorization

On November 6, 2023, the Company's Board of Directors authorized a normal course issuer bid (the “NCIB”) to repurchase up to 15 million of its issued and outstanding Common Shares, but in no event to exceed $5 million in total over the course of the NCIB. The NCIB is subject to the approval of the Cboe Canada Exchange (the “Cboe”) and will be in effect for up to the next 12 months.

The entire disclosure for equity.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 2
-Subparagraph (a)
-Publisher FASB
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 2
-Subparagraph (d)
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
-Section 50
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-Publisher FASB
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480237/815-40-50-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
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-Topic 505
-Name Accounting Standards Codification
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
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-Publisher FASB
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (g)
-Publisher FASB
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (i)
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-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
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-Subparagraph (a)
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (c)
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
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-Subparagraph (b)
-Publisher FASB
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (a)
-Publisher FASB
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Subparagraph (b)
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Schedule of Other Non-Current Assets

Goodwill and Intangible Assets - Schedule of Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Finite Lived Intangible Assets [Line Items]
Impairment	$ 19,274	$ 170,643	$ 72,328
Cost
Finite Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Cost Beginning balance	239,065	582,066
Business acquisitions		5,899
Adjustments to purchase price		(7,331)
Impairment	(65,522)	(340,122)
Disposals	(3,644)	(1,447)
Finite-Lived Intangible Assets, Cost Ending balance	169,899	239,065	582,066
Accumulated amortization
Finite Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Accumulated Amortization, Beginning Balance	(74,526)	(30,261)
Amortization	(18,606)	(44,530)
Disposals		265
Finite-Lived Intangible Assets, Accumulated Amortization, Ending Balance	(93,132)	(74,526)	(30,261)
Goodwill \| Cost
Finite Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Cost Beginning balance	19,274	184,018
Business acquisitions		5,899
Adjustments to purchase price		0
Impairment	(19,274)	(170,643)
Disposals		0
Finite-Lived Intangible Assets, Cost Ending balance	0	19,274	184,018
Goodwill \| Accumulated amortization
Finite Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Accumulated Amortization, Beginning Balance	0	0
Amortization		0
Disposals		0
Finite-Lived Intangible Assets, Accumulated Amortization, Ending Balance	0	0	0
Licenses \| Cost
Finite Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Cost Beginning balance	156,911	285,854
Business acquisitions		0
Adjustments to purchase price		(7,331)
Impairment	(44,567)	(120,165)
Disposals	(3,644)	(1,447)
Finite-Lived Intangible Assets, Cost Ending balance	108,700	156,911	285,854
Licenses \| Accumulated amortization
Finite Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Accumulated Amortization, Beginning Balance	(46,306)	(19,271)
Amortization	(12,852)	(27,300)
Disposals		265
Finite-Lived Intangible Assets, Accumulated Amortization, Ending Balance	(59,158)	(46,306)	(19,271)
Trademarks \| Cost
Finite Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Cost Beginning balance	45,936	59,694
Business acquisitions		0
Adjustments to purchase price		0
Impairment		(13,758)
Disposals		0
Finite-Lived Intangible Assets, Cost Ending balance	45,936	45,936	59,694
Trademarks \| Accumulated amortization
Finite Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Accumulated Amortization, Beginning Balance	(15,601)	(7,037)
Amortization	(4,964)	(8,564)
Disposals		0
Finite-Lived Intangible Assets, Accumulated Amortization, Ending Balance	(20,565)	(15,601)	(7,037)
Customer Relationships \| Cost
Finite Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Cost Beginning balance	16,944	52,500
Business acquisitions		0
Adjustments to purchase price		0
Impairment	(1,681)	(35,556)
Disposals		0
Finite-Lived Intangible Assets, Cost Ending balance	15,263	16,944	52,500
Customer Relationships \| Accumulated amortization
Finite Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Accumulated Amortization, Beginning Balance	(12,619)	(3,953)
Amortization	(790)	(8,666)
Disposals		0
Finite-Lived Intangible Assets, Accumulated Amortization, Ending Balance	$ (13,409)	$ (12,619)	$ (3,953)

Warrants - Additional Information (Details) - $ / shares	1 Months Ended	12 Months Ended
	Jan. 31, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Class of Warrant or Right [Line Items]
Warrants exercised	180,000	356,970	180,000	1,485,153
Warrant prefunded		356,970
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 2.95	$ 4.83	$ 7.22	$ 7.15	$ 6.91
Common shares issued	180,000	11,479,075
Warrants
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights		$ 4.83	$ 7.22
Common shares issued		356,970

Other Non-Current Assets (Tables)

12 Months Ended

Dec. 31, 2023

Other Assets, Noncurrent [Abstract]

Details of the Company’s other non-current assets are summarized in the table below:


	December 31, 2023		December 31, 2022
Long term deposits	$	8,686	$	8,090
Indemnification receivable		-		2,774
Investment in affiliates		775		775
Restricted cash		3,573		1,335
Notes receivable		2,082		2,148
Other non-current assets	$	15,116	$	15,122

Summary of Significant Accounting Policies - Summary of Estimated Useful Lives of Definite Life Intangible Assets (Details)	Dec. 31, 2023
Licenses and Permits \| Minimum
Definite Lived Intangible Assets [Line Items]
Definite Estimated Useful life	10 years
Licenses and Permits \| Maximum
Definite Lived Intangible Assets [Line Items]
Definite Estimated Useful life	15 years
Trademarks and Tradenames \| Minimum
Definite Lived Intangible Assets [Line Items]
Definite Estimated Useful life	5 years
Trademarks and Tradenames \| Maximum
Definite Lived Intangible Assets [Line Items]
Definite Estimated Useful life	10 years
Customer relationships \| Minimum
Definite Lived Intangible Assets [Line Items]
Definite Estimated Useful life	5 years
Customer relationships \| Maximum
Definite Lived Intangible Assets [Line Items]
Definite Estimated Useful life	7 years

Acquisitions - Summary of Fair Value of Total Consideration Transferred and Fair Value of Each Major Class of Consideration (Details) - USD ($) $ in Thousands						1 Months Ended
	Nov. 01, 2021	Jun. 11, 2021	May 04, 2021	Jan. 06, 2021	Dec. 01, 2020	Apr. 30, 2021
Consideration transferred:
Cash consideration						$ 9,500
Green Leaf Medical \| As adjusted
Consideration transferred:
Cash consideration		$ 62,796
Less working capital adjustment		(1,974)
Closing shares		125,822
Milestone shares after closing (contingent consideration)		97,414
Total unadjusted purchase price		284,058
Less: Cash and cash equivalents acquired		(30,779)
Total purchase price, net of cash and cash equivalents acquired		253,279
Green Leaf Medical \| As previously reported
Consideration transferred:
Cash consideration		62,796
Less working capital adjustment		(2,011)
Closing shares		125,729
Milestone shares after closing (contingent consideration)		125,230
Total unadjusted purchase price		311,744
Less: Cash and cash equivalents acquired		(30,779)
Total purchase price, net of cash and cash equivalents acquired		280,965
Green Leaf Medical \| Measurement period adjustments
Consideration transferred:
Cash consideration		0
Less working capital adjustment		37
Closing shares		93
Milestone shares after closing (contingent consideration)		(27,816)
Total unadjusted purchase price		(27,686)
Less: Cash and cash equivalents acquired		0
Total purchase price, net of cash and cash equivalents acquired		$ (27,686)
Medicine Man
Consideration transferred:
Cash consideration	$ 7,240
Less working capital adjustment	127
Closing shares	23,955
Milestone shares after closing (contingent consideration)	3,664
Purchase option obligation	5,899
Total unadjusted purchase price	40,758
Total adjusted purchase price	40,885
Less: Cash and cash equivalents acquired	(1,250)
Total purchase price, net of cash and cash equivalents acquired	$ 39,635
The Healing Center San Diego
Consideration transferred:
Cash consideration				$ 3,425
Closing shares				4,972
Closing promissory notes				5,718
Total unadjusted purchase price				14,115
The Healing Center San Diego \| As adjusted
Consideration transferred:
Cash consideration				3,425
Closing shares				4,972
Closing promissory notes				5,718
Total unadjusted purchase price				14,115
Less: Cash and cash equivalents acquired				(698)
Total purchase price, net of cash and cash equivalents acquired				13,417
The Healing Center San Diego \| As previously reported
Consideration transferred:
Cash consideration				3,425
Closing shares				4,972
Closing promissory notes				5,718
Total unadjusted purchase price				14,115
Less: Cash and cash equivalents acquired				(698)
Total purchase price, net of cash and cash equivalents acquired				13,417
The Healing Center San Diego \| Measurement period adjustments
Consideration transferred:
Cash consideration				0
Closing shares				0
Closing promissory notes				0
Total unadjusted purchase price				0
Less: Cash and cash equivalents acquired				0
Total purchase price, net of cash and cash equivalents acquired				$ 0
Project Cannabis
Consideration transferred:
Less working capital adjustment					$ 584
Closing shares					35,273
Deferred stock payments					3,400
Total unadjusted purchase price					38,673
Total adjusted purchase price					39,257
Less: Cash and cash equivalents acquired					(877)
Total purchase price, net of cash and cash equivalents acquired					$ 38,380
Corsa Verde
Consideration transferred:
Closing promissory notes			$ 1,500
Corsa Verde \| As adjusted
Consideration transferred:
Closing shares			1,500
Note receivable			2,769
Interest receivable			200
Deposits			125
Restricted cash			498
Total unadjusted purchase price			5,092
Less: Cash and cash equivalents acquired			(27)
Total purchase price, net of cash and cash equivalents acquired			5,065
Corsa Verde \| As previously reported
Consideration transferred:
Closing shares			1,500
Note receivable			2,769
Interest receivable			200
Deposits			125
Restricted cash			498
Total unadjusted purchase price			5,092
Less: Cash and cash equivalents acquired			(27)
Total purchase price, net of cash and cash equivalents acquired			5,065
Corsa Verde \| Measurement period adjustments
Consideration transferred:
Closing shares			0
Note receivable			0
Interest receivable			0
Deposits			0
Restricted cash			0
Total unadjusted purchase price			0
Less: Cash and cash equivalents acquired			0
Total purchase price, net of cash and cash equivalents acquired			$ 0

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Current assets:
Cash	$ 35,764	$ 48,154
Accounts receivable, net of allowances of $6,512 and, $3,142, respectively	15,601	10,087
Inventory	111,633	127,905
Prepaid expenses and other current assets	22,777	21,942
Assets held for sale	1,752	29,089
Total current assets	187,527	237,177
Property and equipment, net	298,498	357,993
Right of use assets - operating leases, net	181,823	174,472
Right of use assets - finance leases, net	36,450	45,423
Goodwill	0	19,274
Intangible assets, net	76,767	145,265
Deferred taxes	22,970	0
Notes Receivable	3,960	0
Other non-current assets	15,116	15,122
Total assets	823,111	994,726
Current liabilities:
Accounts payable	29,797	23,775
Accrued expenses and other current liabilities	58,659	64,574
Income tax payable	47,358	33,961
Current portion of lease liability - operating leases	9,711	6,762
Current portion of lease liability - finance leases	7,339	6,552
Current portion of long-term debt, net	5,905	47,315
Liabilities held for sale	1,275	20,179
Total current liabilities	160,044	203,118
Long-term debt, net	297,478	281,705
Deferred taxes	0	2,903
Long-term lease liability - operating leases	182,001	174,312
Long-term lease liability - finance leases	43,890	50,586
Derivative liability	119	235
Other long-term liabilities	74,227	74,964
Total liabilities	757,759	787,823
Stockholders' Equity:
Common Stock, no par value, unlimited shares authorized as of December 31, 2023 and December 31, 2022, respectively, 420,265,306 and 391,238,484 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively	0	0
Preferred Stock, no par value, unlimited shares authorized as of December 31, 2023 and December 31, 2022, respectively, none issued and outstanding as of December 31, 2023 and December 31, 2022	0	0
Proportionate voting shares, no par value, unlimited shares authorized as of December 31, 2023 and December 31, 2022, respectively; 9,807,881 and 10,009,819 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively	0	0
Additional paid-in-capital	1,146,154	1,117,287
Accumulated deficit	(1,079,282)	(904,003)
Equity attributable to The Cannabist Company Holdings Inc.	66,872	213,284
Non-controlling interest	(1,520)	(6,381)
Total equity	65,352	206,903
Total liabilities and equity	$ 823,111	$ 994,726

Warrants

12 Months Ended

Dec. 31, 2023

Warrants and Rights Note Disclosure [Abstract]

Warrants

12.

WARRANTS

Outstanding equity-classified warrants to purchase common shares consisted of the following:


	December 31, 2023				December 31, 2022
Expiration	Number of Shares Issued and Exercisable		Exercise Price (Canadian Dollars)		Number of Shares Issued and Exercisable		Exercise Price (Canadian Dollars)
September 21,2026		11,122,105	1.96			—		—
October 1, 2025		648,783		8.12		648,783		8.12
April 26, 2024		5,394,945		10.35		5,394,945		10.35
May 14, 2023		—		3.10		1,723,250		3.10
May 14, 2023		—		2.95		1,818,788		2.95
May 14, 2023		—		5.84		1,897,000		5.84
		17,165,833	$	4.83		11,482,766	$	7.22

Warrant activity during the years ended December 31, 2023, and 2022 is summarized in the table below:


				Weighted average				Weighted average
	Warrants			(Canadian Dollars)		Warrants		(U.S. Dollars)
Balance as of December 31, 2020		13,147,919		$	6.91	$	—	$	—
Exercised		(1,485,153	)		5.01		—		—
Balance as of December 31, 2021		11,662,766			7.15		—		—
Exercised		(180,000	)		2.95		—		—
Balance as of December 31, 2022		11,482,766			7.22		—		—
Issued		11,479,075			1.90		—		—
Exercised		(356,970	)		-		—		—
Expired		(5,439,038	)		4.01		—		—
Balance as of December 31, 2023		17,165,833		$	4.83	$	—	$	—

In January 2022, 180,000 warrants with an exercise price of $2.95 were exercised, resulting in the issue of 180,000 common shares. In 2023, 11,479,075 warrants were issued, in connection with the unit offering described in Note 5, Debt Transactions, of which 356,970 were prefunded and exercised in December 2023, resulting in the issue of 356,970 common shares.

Property and Equipment - Additional Information (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended	12 Months Ended
	Apr. 30, 2021	Sep. 30, 2020	Dec. 31, 2022
Property, Plant and Equipment [Abstract]
Payments for acquisition of land			$ 9,750
Purchase of land	In April 2021, the Company acquired a 34-acre cultivation site in eastern Long Island, New York. In November 2021, the Company acquired, upon closing of phase two of the transaction, approximately 740,000 square feet of operational greenhouse space, with 200,000 square feet of incremental grow capacity.
Revenue from sale leaseback transaction		$ 12,385
Capital lease right of use asset decrease		$ 360

Inventory - Schedule of Inventory (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Inventory Disclosure [Abstract]
Accessories and supplies	$ 1,158	$ 1,506
Work-in-process - cannabis in cures and final vault	86,396	92,963
Finished goods - dried cannabis, concentrate and edible products	24,079	33,436
Total inventory	$ 111,633	$ 127,905

Income Taxes - Schedule of Reconciliation of the Beginning and Ending Amount of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Unrecognized tax benefits, beginning balance	$ 2,774	$ 4,111	$ 5,221
Increases (Decreases) for prior years			183
Reductions for expiration of statute of limitations	(761)	(1,337)	(1,293)
Unrecognized tax benefits, ending balance	$ 2,013	$ 2,774	$ 4,111

Warrants - Schedule of Warrant Activity (Details) - $ / shares	1 Months Ended	12 Months Ended
	Jan. 31, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Equity [Abstract]
Number of Warrants, Beginning Balance	11,662,766	11,482,766	11,662,766	13,147,919
Number of Warrants,Issued	180,000	11,479,075
Number of Warrants, Exercised	(180,000)	(356,970)	(180,000)	(1,485,153)
Number of Warrants,Expired		(5,439,038)
Number of Warrants, Ending Balance		17,165,833	11,482,766	11,662,766
Weighted average exercise price, Beginning Balance	$ 7.15	$ 7.22	$ 7.15	$ 6.91
Weighted average exercise price, Issued		1.9
Weighted average exercise price, Exercised		0	2.95	5.01
Weighted average exercise price, Expired		4.01
Weighted average exercise price, Ending Balance	$ 2.95	$ 4.83	$ 7.22	$ 7.15

Goodwill and Intangible Assets

12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

19.

GOODWILL AND INTANGIBLE ASSETS

Goodwill and intangible assets consist of the following:


	Goodwill			Licenses			Trademarks		Customer Relationships			Total
Cost
As of December 31, 2022	$	19,274		$	156,911		$	45,936	$	16,944		$	239,065
Impairment		(19,274	)		(44,567	)	---			(1,681	)		(65,522	)
Disposals	---				(3,644	)	---		---				(3,644	)
Balance of December 31, 2023	$	—		$	108,700		$	45,936	$	15,263		$	169,899


	Goodwill		Licenses			Trademarks			Customer Relationships			Total
Accumulated Amortization
As of December 31, 2022	$	—	$	(46,306	)	$	(15,601	)	$	(12,619	)	$	(74,526	)
Amortization	---			(12,852	)		(4,964	)		(790	)		(18,606	)
Balance of December 31, 2023	$	—	$	(59,158	)	$	(20,565	)	$	(13,409	)	$	(93,132	)


	Goodwill			Licenses			Trademarks			Customer Relationships			Total
Cost
As of December 31, 2021	$	184,018		$	285,854		$	59,694		$	52,500		$	582,066
Business acquisitions		5,899			—			—			—			5,899
Adjustments to purchase price		—			(7,331	)		—			—			(7,331	)
Impairment		(170,643	)		(120,165	)		(13,758	)		(35,556	)		(340,122	)
Disposals		—			(1,447	)		—			—			(1,447	)
Balance of December 31, 2022	$	19,274		$	156,911		$	45,936		$	16,944		$	239,065


	Goodwill		Licenses			Trademarks			Customer Relationships			Total
Accumulated Amortization
As of December 31, 2021	$	—	$	(19,271	)	$	(7,037	)	$	(3,953	)	$	(30,261	)
Amortization		—		(27,300	)		(8,564	)		(8,666	)		(44,530	)
Disposals		—		265			—			—			265
Balance of December 31, 2022	$	—	$	(46,306	)	$	(15,601	)	$	(12,619	)	$	(74,526	)

The carrying value of goodwill in each reporting unit is indicative of the expected growth and development of the business. In the fourth quarter of fiscal 2023, the Company identified qualitative indicators of impairment as a result of a strategic reassessment of its business, including an evaluation of current operations and its future growth outlook due to changing consumer trends within certain markets. The decision to reduce the long-term growth outlook resulted in a downward adjustment of the future financial forecasts for the Company’s California and Colorado businesses, which indicated that impairment of the goodwill asset was a more-likely-than-not outcome.

The following table outlines the key assumptions used in calculating the recoverable amount for each Reporting Unit used in the impairment analysis performed during the fourth quarter of 2023:


Goodwill impairment testing
	gLeaf		Colorado		California
Significant estimates used by management
Years of cash flows before terminal value	5		5		5
Discount rate	17	%	17	%	17	%
Terminal value multiple / rate	2	%	2	%	2	%

The recoverable amount of the reporting unit to which goodwill is allocated and the asset group to which intangibles are allocated were determined based on fair value using Level 3 inputs in a discounted cash flow analysis. Management performed the impairment test on the Colorado, California, and gLeaf (mostly Pennsylvania) asset groups for the definite lived assets impairment. The Company determined that the California and Colorado reporting units were impaired. The significant assumptions applied in the determination of the recoverable amount are described below:

i. Cash flows: Estimated cash flows were projected based on actual operating results from internal sources as well as industry and market trends. Estimated cash flows are primarily driven by sales volumes, selling prices and operating costs. The forecasts are extended to a total of five years (and a terminal year thereafter);

ii. Terminal value growth rate: The terminal growth rate was based on historical and projected consumer price inflation, historical and projected economic indicators, and projected industry growth;

iii. Corporate overhead allocation and the eventual reappeal of Schedule 208E.

iv. Post-tax discount rate: The post-tax discount rate is reflective of the reporting unit’s Weighted Average Cost of Capital (“WACC”). The WACC was estimated based on the risk-free rate, equity risk premium, beta adjustment to the equity risk premium based on a direct comparison approach, an unsystematic risk premium, and after-tax cost of debt based on corporate bond yields; and

v. Tax rate: The tax rates used in determining the future cash flows were those substantively enacted at the respective valuation date.

There was no impairment in the Company’s Green Leaf (primarily Pennsylvania) Reporting Unit and $65,522 recorded as impairment of its goodwill and intangible assets of its California and Colorado Reporting Units.

The Company separately performed sensitivity analyses to evaluate the changes in the fair value of goodwill and intangibles that would result from changes in certain assumptions, including cash flows and discount rate.

•

The Company performed the aforementioned sensitivity analyses as follows:

If revenues for all years were to decrease 10%

If EBITDA is reduced by 5% each year

If the discount rate changes +2 and +5%

•

In addition, the Company ran a sensitivity on the terminal value multiple as well:

If the terminal value multiple is reduced -2 and -5%

These changes would result in material adjustments to the goodwill and intangible amounts for Colorado and Green Leaf in these scenarios.

Impairment – 2022

In the fourth quarter of fiscal 2022, the Company identified qualitative indicators of impairment as a result of a strategic reassessment of its business, including an evaluation of current operations and its future growth outlook due to changing consumer trends within certain markets. This resulted in a downward adjustment of the future financial forecasts for the Company’s Colorado, California and Pennsylvania businesses, which indicated that impairment of the goodwill asset was a more-likely-than-not outcome.

The recoverable amount of the reporting unit to which goodwill is allocated and the asset group to which intangibles are allocated were determined based on fair value using Level 3 inputs in a discounted cash flow analysis. Management tested the Colorado, California, and Pennsylvania asset groups for the definite lived assets impairment. Where applicable, the Company uses its market capitalization and comparative market multiples to corroborate discounted cash flow results.

The following table outlines the key assumptions used in calculating the recoverable amount for each Reporting Unit used in the impairment analysis during the fourth quarter:


			Goodwill impairment testing
	gLeaf		Colorado		California
Significant estimates used by management
Years of cash flows before terminal value	5		5		5
Discount rate	17.2	%	13.75	%	13.5	%
Terminal value multiple / rate	2	%	3.0	%	3.0	%

The impairment assessment process for 2021 covered the Colorado and California Reporting Units, with the only difference in estimates used in 2022 described in the table above being the discount rates at 15.5% and 18%, respectively.

The below table summarizes the estimated aggregate amortization expense expected to be recognized on the intangible assets:

Selling, general and administrative expenses included the following:


	Year Ended
	December 31, 2023		December 31, 2022		December 31, 2021
Goodwill impairment	$	19,274	$	170,643	$	72,328
Amortization expenses		18,606		44,530		26,081


Future estimated amortization expense:	Amount
2024	$	11,698
2025		11,623
2026		10,522
2027		9,772
2028		9,489
2029 and thereafter		23,663
Total	$	76,767

The Company will continue to monitor the impact of the goodwill associated with this reporting unit, and should it suffer additional declines in actual or forecasted financial results, the risk of goodwill impairment would increase.

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Cash flows from operating activities:
Net loss	$ (174,287)	$ (421,481)	$ (146,853)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	62,729	84,788	53,002
Equity-based compensation	5,465	27,930	25,018
Debt amortization expense	9,352	8,588	6,068
Loss on conversion of convertible notes	0	0	1,580
Provision for obsolete inventory and other assets	8,143	11,267	2,356
Goodwill impairment charges	19,274	170,642	72,328
Intangible impairment charges	46,248	169,479	0
Impairment on disposal group	0	0	2,000
Impairment on fixed assets	20,095	0	0
Loss on disposal group	6,122	0	0
Earnout adjustment	0	349	0
(Gain) loss on remeasurement of contingent consideration	0	(37,362)	(59,362)
Deferred taxes	(25,978)	(69,243)	(26,112)
Change in fair value of derivative liability	(116)	(6,560)	(13,286)
Other	5,433	747	1,314
Changes in operating assets and liabilities, net of acquisitions
Accounts receivable	(2,769)	8,086	(6,333)
Inventory	6,700	(44,301)	(18,033)
Prepaid expenses and other current assets	(853)	889	28,445
Other assets	10,590	15,030	15,331
Accounts payable	8,955	(10,082)	7,954
Accrued expenses and other current liabilities	(1,632)	(11,514)	64,765
Income taxes payable	13,924	7,425	3,645
Other long-term liabilities	(9,924)	(16,078)	(14,350)
Net cash provided by / (used) in operating activities	7,471	(111,401)	(523)
Cash flows from investing activities:
Cash paid for acquisitions, net of cash acquired / Cash acquired due to acquisition	0	29	(50,762)
Purchases of property and equipment	(9,966)	(72,741)	(117,506)
Cash paid for other assets	0	(2,973)	(15,792)
Proceeds from sale of property, net	6,229	358	386
Cash received (paid) on deposits, net	238	0	(7,019)
Cash for loan under CannAscend and Corsa Verde agreements	0	0	(657)
Net cash (used) in investing activities	(3,499)	(75,327)	(191,350)
Cash flows from financing activities:
Proceeds from issuance of debt and warrants	0	153,250	71,520
Proceeds from mortgage note	8,050	16,500	20,000
Payment of debt issuance costs	(220)	(7,699)	(865)
Repayment of debt	(30,692)	(637)	(9,950)
Repayment of acquisition related real estate notes and note payable	(5,109)	0	0
Repayment of sellers note	(1,500)	(1,875)	0
Repayment of mortgage notes	(580)	0	0
Payment of lease liabilities	(6,515)	(5,815)	(9,664)
Issuance of common shares	25,000	0	133,559
Costs of issuance of common shares	(1,128)	0	(364)
Exercise of warrants	0	425	1,901
Distributions to non-controlling interests	(960)	0	0
Taxes paid on equity based compensation	(470)	(465)	(3,700)
Net cash (used in) / provided by financing activities	(14,124)	153,684	202,437
Net (decrease)/increase in cash	(10,152)	(33,044)	10,564
Cash and restricted cash at beginning of the year	49,489	82,533	71,969
Cash and restricted cash at end of year	39,337	49,489	82,533
Supplemental disclosure of cash flow information:
Cash paid for interest on other obligations	30,239	28,706	19,340
Cash paid for income taxes	10,203	51,435	22,556
Reconciliation of cash and cash equivalents and restricted cash:
Cash	35,764	48,154	82,198
Restricted cash	3,573	1,335	335
Cash and restricted cash, end of period	39,337	49,489	82,533
Supplemental disclosure of non-cash investing and financing activities:
Non-cash fixed asset additions within accounts payable and accrued expenses	(4,026)	12,512	14,826
Shares issued in connection with conversion of Convertible Notes into equity, net	0	0	23,919
Extinguishment of derivative liability upon conversion of Convertible Notes	0	0	23,853
Debt incurred issued in connection with acquisition of property, plant and equipment	8,050	0	7,000
Derivative liability recognized upon issuance of convertible debt	0	0	15,099
Shares issued in connection with finalization of working capital on acquisition	$ 0	$ 0	$ 228
Shares issued in connection with satisfaction of contingent consideration	0	0	48,202
Buyout of non-controlling interest by issuance of shares	$ 0	$ 0	$ 1,959
Deconsolidation of subsidiary	2,473	0	0
Assets held for sale	(27,337)	29,089	2,120
Liabilities held for sale	$ 18,904	$ (20,179)	$ (1,122)

Inventory - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Inventory Disclosure [Abstract]
Inventory write down	$ 0	$ 11,066

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Statement [Abstract]
Revenue	$ 511,327	$ 511,578	$ 460,080
Cost of sales related to inventory production	(331,359)	(310,163)	(258,402)
Cost of sales related to business combination fair value adjustments to inventory	0	(204)	(7,663)
Gross Margin	179,968	201,211	194,015
Goodwill impairment	(19,274)	(170,642)	(72,328)
Intangible impairment	(46,248)	(169,479)	0
Fixed asset impairment	(20,095)	0	0
Selling, general and administrative expenses	(199,591)	(277,330)	(232,052)
Total operating cost	(285,208)	(617,451)	(304,380)
Loss from operations	(105,240)	(416,240)	(110,365)
Other expense:
Interest (expense) income on leases, net	(4,178)	(5,548)	(5,280)
Interest (expense) income, net	(50,687)	(48,349)	(24,734)
Other (expense) income, net	(8,793)	37,443	(6,335)
Total other expense	(63,658)	(16,454)	(36,349)
Loss before provision for income taxes	(168,898)	(432,694)	(146,714)
Income tax (expense) benefit	(5,389)	11,213	(139)
Net loss and comprehensive loss	(174,287)	(421,481)	(146,853)
Net income (loss) attributable to non-controlling interests	1,425	(5,476)	(3,756)
Net loss attributable to shareholders	$ (175,712)	$ (416,005)	$ (143,097)
Weighted-average number of shares used in earnings per share - basic	402,776,616	392,571,102	338,754,694
Weighted-average number of shares used in earnings per share - diluted	402,776,616	392,571,102	338,754,694
Loss attributable to shares (basic)	$ (0.44)	$ (1.06)	$ (0.42)
Loss attributable to shares (diluted)	$ (0.44)	$ (1.06)	$ (0.42)

Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Accrued Expenses And Other Current Liabilities [Abstract]
Accrued acquisition and settlement of pre-existing relationships	$ 0	$ 100
Taxes - property and other	12,067	9,306
Other accrued expenses	26,323	29,021
Payroll liabilities	13,260	14,516
Other current liabilities	7,009	10,011
Construction in progress	0	1,620
Accrued expenses and other current liabilities	$ 58,659	$ 64,574

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Schedule Of Revenues From External Customers and Long Lived Assets by Geographical Areas

The following table lists the states where the revenue represented 10% or more of the total revenue in the Company’s consolidated statement of operations:


	December 31, 2023			December 31, 2022			December 31, 2021
Colorado		17.0	%		18.4	%		21.8	%
Pennsylvania	*			*				11.5	%
California	*			*				11.5	%
Massachusetts	*			*				10.3	%
Virginia		16.5	%		10.4	%	*
New Jersey		10.0	%	*			*

Schedule of Estimated Useful Lives of Property and Equipment

Depreciation is calculated on a straight-line basis over the estimated useful life of the asset using the following terms and methods:


		Estimated Useful life
Buildings		40 years
Furniture and fixtures		5 years
Equipment		5 years
Computers and software		3 years
Leasehold improvements		Shorter of the life of the lease or economic life

Summary of Estimated Useful Lives of Definite Life Intangible Assets

Amortization of definite life intangible assets is recognized on a straight-line basis over their estimated useful lives, which do not exceed the contractual period, if any, as follows:


		Estimated Useful life
Licenses and Permits		10-15 years
Trademarks and Tradenames		5-10 years
Customer relationships		5-7 years

Schedule of Revenues Disaggregated

The Company’s revenues are disaggregated as follows:


	Year Ended
	December 31, 2023		December 31, 2022		December 31, 2021
Dispensary	$	448,771	$	438,879	$	376,582
Cultivation and wholesale		62,526		72,580		83,180
Other		30		119		318
	$	511,327	$	511,578	$	460,080

Earnings Per Share

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

Earnings Per Share

15.

EARNINGS PER SHARE

Basic and diluted net loss per share attributable to the Company was calculated as follows:


	Year Ended
	December 31, 2023			December 31, 2022			December 31, 2021
Numerator:
Net loss	$	(174,287	)	$	(421,481	)	$	(146,853	)
Less: Net loss attributable to non-controlling interests		1,425			(5,476	)		(3,756	)
Net loss attributable to shareholders	$	(175,712	)	$	(416,005	)	$	(143,097	)

Denominator:
Weighted average shares outstanding - basic and diluted		402,776,616			392,571,102			338,754,694
Loss per share - basic and diluted	$	(0.44	)	$	(1.06	)	$	(0.42	)

Certain share based equity awards were excluded from the computation of dilutive loss per share because inclusion of these awards would have had an anti-dilutive effect. The following table reflects the awards excluded.


	Year Ended
	December 31, 2023		December 31, 2022		December 31, 2021
Warrants		—		—		1,115,902
Convertible Debt		11,479,199		13,362,177		17,780,750
Share based payment		—		—		10,103,325
		11,479,199		13,362,177		28,999,977

Current and Long-Term Debt - Schedule of Current and Long-Term Obligations, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Long-term debt, gross	$ 317,728	$ 352,494	$ 185,254
Unamortized debt discount	(6,598)	(12,483)
Unamortized deferred financing costs	(7,747)	(11,016)
Unamortized debt premium	0	25
Total debt, net	303,383	329,020
Less current portion, net	(5,905)	(47,315)
Long-term portion	297,478	281,705
2026 Notes
Debt Instrument [Line Items]
Long-term debt, gross	185,000	185,000
Term Debt
Debt Instrument [Line Items]
Long-term debt, gross	13,228	38,215	69,965
2025 Convertible Notes
Debt Instrument [Line Items]
Long-term debt, gross	74,500	74,500	74,500
Mortgage Note
Debt Instrument [Line Items]
Long-term debt, gross	43,500	35,965	20,000
2023 Convertible Notes
Debt Instrument [Line Items]
Long-term debt, gross	0	5,600	5,600
Acquisition Related Real Estate Notes
Debt Instrument [Line Items]
Long-term debt, gross	0	7,000	7,000
Acquisition Related Promissory Notes
Debt Instrument [Line Items]
Long-term debt, gross	1,500	3,000	$ 4,875
Acquisition Related Term Debt
Debt Instrument [Line Items]
Long-term debt, gross	$ 0	$ 3,214

Inventory

12 Months Ended

Dec. 31, 2023

Inventory Disclosure [Abstract]

Inventory

INVENTORY

Details of the Company’s inventory are shown in the table below:


	December 31, 2023		December 31, 2022
Accessories and supplies	$	1,158	$	1,506
Work-in-process - cannabis in cures and final vault		86,396		92,963
Finished goods - dried cannabis, concentrate and edible products		24,079		33,436
Total inventory	$	111,633	$	127,905

The inventory values are net of inventory write-downs as a result of obsolescence or unmarketability charged to cost of sales. As a result of local market conditions in Colorado, there was a $0 and $11,066, write-down during the year ended December 31, 2023 and 2022, respectively. No other markets had write downs to this level over the same period.

Property and Equipment - Summary of the allocation of consideration exchanged for the estimated fair value of tangible and identifiable intangible assets acquired and liabilities assumed (Details) - USD ($) $ in Thousands	1 Months Ended	12 Months Ended
	Apr. 30, 2021	Dec. 31, 2023
Consideration transferred:
Cash	$ 9,500
Greenhouse acquisition
Consideration transferred:
Cash		$ 15,792
Closing shares		23,853
Contingent consideration		400
Fair value of consideration exchanged		40,045
Recognized amounts of identifiable assets acquired and liabilities assumed:
Land		5,180
Building		40,425
Prepaid insurance		87
Deferred rent		(5,647)
Total net assets acquired		$ 40,045

Reverse Takeover Transaction and Public Filing Status - Schedule of Identifiable Assets Acquired and Liabilities (Parenthetical) (Details)	12 Months Ended
	Dec. 31, 2023 shares
Reverse Takeover Transaction [Abstract]
Common shares held	19,077,096
Warrants held	5,394,945

Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Finite Lived Intangible Assets [Line Items]
Impairment	$ 19,274	$ 170,643	$ 72,328
California
Finite Lived Intangible Assets [Line Items]
Impairment	$ 65,522
Discount Rate	17.00%	13.50%	18.00%
Pennsylvania
Finite Lived Intangible Assets [Line Items]
Impairment	$ 0
Colorado
Finite Lived Intangible Assets [Line Items]
Impairment	$ 65,522
Discount Rate	17.00%	13.75%	15.50%

Non-Controlling Interests - Additional Information (Details) - Venture Forth Holdings L L C	12 Months Ended
	Dec. 31, 2023 USD ($) shares
Noncontrolling Interest [Line Items]
Non-controlling interest buyouts \| $	$ 26,000,000
Common Stock
Noncontrolling Interest [Line Items]
Non-controlling interest buyouts, Shares \| shares	18,755,082

Share-Based Payment Arrangements

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

Share-Based Payment Arrangements

13.

SHARE-BASED PAYMENT ARRANGEMENTS

Omnibus Long-Term Incentive Plan (equity settled)

On April 26, 2019, the Company adopted a long-term incentive plan (“LTIP”) to allow for a variety of equity-based awards that provide different types of incentives to be granted to the Company’s executive officers, directors, employees and consultants (options, stock appreciation rights (“SARs”), performance share units (“PSUs”), restricted stock units (“RSUs”) and deferred share units (“DSUs”)). Options, SARs, PSUs, RSUs and DSUs are collectively referred to herein as “Awards”. Each Award represents the right to receive common shares and in the case of SARs, PSUs, RSUs and DSUs, common shares or cash, in each case in accordance with the terms of the LTIP.

Under the terms of the LTIP, the Company’s board of directors may grant Awards to the Chief Executive Officer and review and approve the grant of Awards recommended by the Chief Executive Officer to other eligible participants. Participation in the LTIP is voluntary and if an eligible participant agrees to participate, the grant of Awards will be evidenced by a grant agreement with each such participant. The interest of any participant in any Award is not assignable or transferable, whether voluntary, involuntary, by operation of law or otherwise, other than by will or the laws of descent and distribution. The plan has a stated term of ten years and provides that the exercise of stock options granted will not be less than the market price of the Company’s common stock on the grant date. The plan does not specify grant dates or vesting schedules of awards as those determinations have been delegated to a committee of the Company’s Board of Directors. Each grant agreement reflects the vesting schedule for that particular grant as determined by the Committee.

The maximum number of common shares reserved for issuance, in the aggregate, under the LTIP is 10% of the aggregate number of common shares (assuming the conversion of all proportionate voting shares to common shares) issued and outstanding from time to time.

Restricted stock units

RSU awards currently outstanding generally vest in equal annual installments over a four-year period or cliff after a three-year period in each case, from the grant date. Each RSU grant is subject to service-based vesting, where a specific period of continued employment must pass before an award vests. For RSU grants, the expense is measured at the grant date as the fair value of the Company’s common stock and expensed as stock-based compensation over the vesting term.

A summary of RSU activity is presented below:


	Shares			Weighted-Average Grant Date Fair Value
Unvested, December 31, 2021		10,776,448		$	3.96
Granted		10,242,081			2.79
Vested		(3,746,281	)		6.75
Forfeited		(887,780	)		1.84
Unvested, December 31, 2022		16,384,468			2.71
Granted		23,998,872			0.55
Vested		(10,966,667	)		2.65
Forfeited		(2,694,954	)		2.09
Unvested, December 31, 2023		26,721,719		$	0.86

The following table presents information about the Company’s RSUs for the period presented:


	Year ended
(Dollars in thousands)	December 31, 2023		December 31, 2022		December 31, 2021
Share-based compensation	$	17,076	$	18,856	$	14,500

The following table presents information about the Company’s RSUs as of the date presented:


	December 31, 2023		December 31, 2022
Unrecognized compensation costs	$	9,137	$	22,118
Weighted average period over which compensation cost will be recognized (in years)		1.8		2.7
Maximum term relating to outstanding RSUs (in years)		2.3		3.2

Performance share units

On April 29, 2019, the Company granted total stockholder return awards (“TSR Awards”) that include three-year and five-year market conditions, with corresponding performance measurement periods of three and five years. Vesting of the TSR Awards is based on the Company’s level of attainment of specified TSR targets relative to the appreciation of the Company’s common shares for the respective three-year and five-year periods and is also subject to the continued employment of the grantees.

The fair value of the TSR Awards was determined using a Monte Carlo Simulation valuation model with the following weighted average inputs:


Expected volatility	70.00	%
Expected term (years)	5.00	%
Expected dividends	0.00	%
Risk-free interest rate	1.52	%

During the years ended December 31, 2023, 2022 and 2021, the Company granted PSUs that will vest on the achievement of internal performance targets. The Company monitors the probability of achieving the performance targets on a quarterly basis and adjusts periodic compensation expense accordingly.

A summary of PSU and TSR activity is presented below:


	Shares			Weighted-Average Grant Date Fair Value
Unvested, December 31, 2020		8,051,818		$	4.42
Granted		655,093			7.81
Vested		(114,957	)		2.07
Forfeited		(765,662	)		5.78
Unvested, December 31, 2021		7,826,292			4.61
Granted		2,209,892			2.97
Vested		(518,029	)		2.32
Forfeited		(2,209,892	)		2.97
Unvested, December 31, 2022		7,308,263		$	4.77
Granted		-			-
Vested		(2,307,905	)		2.01
Forfeited		(2,781,120	)		7.66
Unvested, December 31, 2023		2,219,238		$	4.02

The following table presents information about the Company’s PSUs and TSR activity:


	Year ended
(Dollars in thousands)	December 31, 2023			December 31, 2022		December 31, 2021
Share-based compensation	$	(11,611	)	$	8,812	$	9,237

The following table presents information about the Company’s PSUs and TSR as of the date presented:


	December 31, 2023		December 31, 2022
Unrecognized compensation costs	$	458	$	5,190
Weighted average period over which compensation cost will be recognized (in years)		0.3		1.5
Maximum term relating to outstanding PSUs and TSRs (in years)		0.5		2.2

Stock Options

The fair value of each stock option is estimated using the Black-Scholes option pricing model. The weighted average of inputs used in the measurement of the grant date fair value of the stock options for the year ended December 31, 2020, are summarized in the table below:


Fair value at grant date (Canadian Dollars)	$	10.90
Strike price at grant date (Canadian Dollars)	$	10.90
Expected volatility		70.00	%
Expected life (in years)		6.25
Expected dividends		0.00	%
Risk-free interest rate		1.59	%

Stock option awards under the LTIP are granted with an exercise price equal to the fair value of the Company’s common stock at the date of grant.

All option awards have a ten-year contractual term and vest over four years.

A summary of option activity for the years ended December 31, 2023, 2022, and 2021 is presented below:


	Stock Options			Weighted-Average Exercise Price (Canadian Dollars)		Weighted-Average Remaining Contractual Term (Years)
Outstanding, December 31, 2021		27,692			10.90		1.3
Forfeited		(27,692	)		10.90		—
Outstanding, December 31, 2022		—			—		—
Exercisable as of December 31, 2022 and 2023		—			—		—

During the years ended December 31, 2023, and 2022, the Company recorded income of $0 and $0, respectively, related to equity-based compensation expense on the stock options.

Restricted Stock Awards (“RSA”) and Unit programs (equity settled)

In May 2016, the Company adopted the Capital Accumulation Plan (“the CAP Plan”), which provided employees and operating partners with a mechanism to participate in increases in value of the Company. As of the Acquisition Date, holders of CAP units received replacement stock-based awards. The CAP units were converted into RSAs based on the intrinsic value of the Company if it was liquidated at the close of business. The value of the replacement stock-based awards was designed to generally preserve the intrinsic value of the replaced awards immediately prior to the merger. Such RSAs remain subject to the same continuing restrictions applicable to the original CAP units. The Company did not recognize any incremental expense in connection with the conversion of CAP units to RSAs.

The number of units outstanding under the CAP Plan were as follows:


	Units		Weighted-Average Threshold Amount
Unvested, December 31, 2021		—		—
Unvested, December 31, 2022		—	$	—
Unvested, December 31, 2023		—		—

A summary of RSA activity for the years ended December 31, 2023, 2022 and 2021 is presented below:


	Shares			Weighted-Average Grant Date Fair Value
Unvested, December 31, 2021		175,426		$	7.38
Forfeited		(13,506	)		8.33
Converted to common shares		(161,920	)		7.74
Unvested, December 31, 2022 and 2023	$	—		$	—

The following table presents information about the Company’s CAP and RSA activity as of the date presented:


	Year ended
(Dollars in thousands)	December 31, 2023		December 31, 2022		December 31, 2021
Share-based compensation	$	-	$	262	$	1,345

Unit programs (liability settled)

In May 2016, the Company adopted the Income Incentive Plan (“the IIP Plan”), which provides deferred compensation to designated employees and operating partners (the “IIP units”).

In September 2019, holders of IIP units received replacement stock-based units (“RSU”). In September 2019, The IIP units were converted into RSUs based on the intrinsic value of the Company, as if it was liquidated at the Acquisition Date. The value of the RSUs was designed to generally preserve the intrinsic value of the replaced awards immediately prior to the conversion. Such RSUs remain subject to the same continuing restrictions applicable to the original IIP units. The Company did not recognize any incremental expense in connection with the conversion of IIP units to RSUs. Upon the conversion the Company reclassified deferred compensation of $15,308 into shareholders’ equity.

There were no units outstanding under the IIP Plan for the years ended December 31, 2023 and 2022.

Deferred compensation expense related to the Company’s IIP units was $0, $0, and $0 for the years ended December 31, 2023, 2022 and 2021, respectively.

Financial Instruments and Fair Value Measurements

12 Months Ended

Dec. 31, 2023

Fair Value Disclosures [Abstract]

Financial Instruments and Fair Value Measurements

18.

FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

Fair Value Measurements

The following table presents the Company’s financial instruments that are measured at fair value on a recurring basis:


	Level 1		Level 2		Level 3			Total
December 31, 2023
Derivative liability	$	—	$	—	$	(119	)	$	(119	)
	$	—	$	—	$	(119	)	$	(119	)

December 31, 2022
Derivative liability	$	—	$	—	$	(235	)	$	(235	)
	$	—	$	—	$	(235	)	$	(235	)

During the period included in these financial statements, there were no transfers of amounts between levels. For fair value measurements of assets and liabilities that are done on a non-recurring basis, refer to Note 20.

The following table summarizes the valuation techniques and key inputs used in the fair value measurement of level 3 financial instruments:


Financial asset/financial liability	Valuation techniques	Significant unobservable inputs	Relationship of unobservable inputs to fair value
Derivative liability	Market approach	Conversion Period	Increase or decrease in conversion period will result in an increase or decrease in fair value.

The carrying amounts of accounts receivable, other current assets, accounts payable and other current liabilities, current portion of long-term debt and lease liability as of December 31, 2023 and 2022 approximate their fair values because of the short-term nature of these items and are not included in the table above. The Company’s long-term debt and lease liabilities approximate fair value due to the market rate of interest used on initial recognition.

In addition to the disclosures for assets and liabilities required to be measured at fair value at the balance sheet date, companies are required to disclose the estimated fair values of all financial instruments, even if they are not presented at their fair value on the consolidated balance sheet. The fair values of financial instruments are estimates based upon market conditions and perceived risks as of December 31, 2023 and 2022. These estimates require management’s judgment and may not be indicative of the future fair values of the assets and liabilities.

Financial assets and liabilities for which the carrying values approximate their fair values include cash and cash equivalents, accounts receivable included within prepaid expenses and other assets, and other payables. Generally, these assets and liabilities are short term in duration and their carrying value approximates fair value on the consolidated balance sheets.

Leasing Activities (Tables)

12 Months Ended

Dec. 31, 2023

Leases [Abstract]

Summary of Weighted Average Remaining Lease Term and Discount Rate

The following summarizes the weighted average remaining lease term and discount rate as of December 31, 2023 and 2022:


	December 31, 2023			December 31, 2022
Weighted Average Remaining Lease Term
Operating leases	14.1 years			15.4 years
Finance leases	9.1 years			9.5 years

Weighted Average Discount Rate
Operating leases		7.01	%		7.01	%
Finance leases		7.49	%		7.74	%

Schedule of Maturities of Operating and Finance Leases Liabilities

The maturities of lease liabilities as of December 31, 2023 were as follows:


	Operating			Finance
Year Ending December 31:
2024	$	22,909		$	10,848
2025		23,922			8,773
2026		23,587			6,531
2027		23,019			6,666
2028		21,686			5,823
Thereafter		201,471			32,405
Total lease payments		316,594			71,046
Less: interest		(124,882	)		(19,817	)
Present value of lease liabilities	$	191,712		$	51,229

Schedule of Components of Lease Expense

The following summarizes the line items in the income statements which include the components of lease expense for the years ended December 31, 2023 and 2022:


	December 31, 2023		December 31, 2022
Operating lease expense	$	28,860	$	27,598
Included in		-		-
Cost of sales		16,794		16,537
Selling, general and administrative expenses		12,066		11,061
Finance lease costs:		14,015		13,746
Amortization of lease assets included in cost of sales		7,146		6,753
Amortization of lease assets included in selling, general and administrative costs		2,691		1,445
Interest on lease liabilities included in interest (expense) income, net		4,178		5,548
Total lease costs	$	42,875	$	41,344

Schedule of Cash Flow Information Related to Leases

The following summarizes cash flow information related to leases for the year ended December 31, 2023 and 2022:


	December 31, 2023		December 31, 2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	26,547	$	24,614
Operating cash flows from finance leases		4,177		5,545
Financing cash flows from finance leases		6,788		5,815
Lease assets obtained in exchange for lease obligations:
Operating leases		5,114		30,040
Finance leases		991		(11,589	)
Lease assets obtained in business acquisitions
Operating leases	$	—	$	973

Reverse Takeover Transaction and Public Filing Status - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2019	Apr. 26, 2019
Reverse Takeover Transaction [Line Item]
Consideration paid warrants	$ 19,925
Expense for listing cost		$ 3,961
Payment for fixed exercise price	$ 10.35
CGGC
Reverse Takeover Transaction [Line Item]
Date of acquisition agreement	Apr. 26, 2019
Percentage of issued and outstanding ownership interests acquired	100.00%		100.00%
Consideration paid warrants		$ 131,264

Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Thousands					12 Months Ended
	Mar. 14, 2023	Mar. 02, 2023	Oct. 06, 2022	Jul. 14, 2022	Dec. 31, 2023	Dec. 31, 2022	Jun. 30, 2022
Loss Contingencies [Line Items]
Expense recognized by the company for matching contributions					$ 1,328	$ 1,118
Indemnification Agreement
Loss Contingencies [Line Items]
Indemnification of preclosing taxes	$ 11,000	$ 11,000
Litigation expenses		$ 72,000	$ 75,000	$ 17,600			$ 58,000

Promissory notes receivables	12 Months Ended
Promissory notes receivables	Dec. 31, 2023
Receivables [Abstract]
Promissory notes receivables	10. PROMISSORY NOTES RECEIVABLES During the year ended December 31, 2019, Focused Health LLC (“Focused Health”), a consolidated subsidiary of the Company, entered into a lease agreement with 9244 Balboa Blvd., LLC (“Balboa”) and simultaneously issued a secured promissory note (“Balboa Note”) with a principal amount of $2,420. The Balboa Note is secured by the land and building of the leased premises and bears interest at a rate of 4.5%. The Company’s principal and interest repayments are offset by the Company’s rent payment obligations under the lease agreement with Balboa. The Balboa Note matures in April 2029. The balance outstanding as of December 31, 2023 and 2022, is $2,147 and $2,211 respectively, of which $66 and $63, respectively, is recorded in prepaid expenses and other current assets, and $2,082 and $2,148, respectively, is recorded in notes receivable-long-term on the consolidated balance sheets.

Acquisitions - Unaudited supplemental pro-forma information (Details) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($) $ / shares shares
Business Acquisition [Line Items]
Revenue	$ 512,006
Net income attributable to shareholders	$ (131,950)
Earnings attributable to shares, diluted \| $ / shares	$ (0.36)
Weighted-average number of shares used in earnings per share, diluted \| shares	368,683,785

Summary of Significant Accounting Policies - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Net loss attributable to shareholders	$ (175,712,000)	$ (416,005,000)	$ (143,097,000)
Net cash provided by / (used) in operating activities	7,471,000	(111,401,000)	(523,000)
Working capital	27,483,000	34,059,000
Cash equivalents	$ 0	0
Recognized tax benefit	50.00%
Advertising and promotion costs	$ 5,386,000	14,173,000	16,255,000
Revenue discount	146,134,000	106,765,000	61,171,000
Tenant receivable	15,601,000	10,087,000
Allowance of bad debts	6,512,000	3,142,000
Selling, general and administrative expenses	199,591,000	277,330,000	232,052,000
Deferred Income	3,159,000	4,083,000
Recognized net revenue	647,000	12,890,000	6,591,000
CNC Cards
Disaggregation of Revenue [Line Items]
Revenue	4,064,000	4,520,000	4,524,000
Tenant receivable	1,421,000	1,437,000	1,173,000
Allowance of bad debts	970,000	638,000	384,000
Selling, general and administrative expenses	$ 516,000	$ 504,000	$ 454,000
Maximum
Disaggregation of Revenue [Line Items]
Percentage of revenue	10.00%
Single External Customer \| Product \| Revenue Benchmark \| Customer Concentration Risk
Disaggregation of Revenue [Line Items]
External customer exceeding percentage	10.00%
Investment in affiliates
Disaggregation of Revenue [Line Items]
Ownership interest	20.00%

Current and Long-Term Debt - Schedule Of Principal Payments On Outstanding Indebtedness (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
2024	$ 15,302
2025	75,153
2026	201,459
2027	18,100
2028	7,714
Thereafter	0
Long-Term Debt, Total	317,728	$ 352,494	$ 185,254
Term Debt
Debt Instrument [Line Items]
2024	13,228
2025	0
2026	0
2027	0
2028	0
Thereafter	0
Long-Term Debt, Total	13,228	38,215	69,965
2025 Convertible Notes
Debt Instrument [Line Items]
2024	0
2025	74,500
2026	0
2027	0
2028	0
Thereafter	0
Long-Term Debt, Total	74,500	74,500	74,500
2026 Notes
Debt Instrument [Line Items]
2024	0
2025	0
2026	185,000
2027	0
2028	0
Thereafter	0
Long-Term Debt, Total	185,000	185,000
Mortgage Note
Debt Instrument [Line Items]
2024	574
2025	653
2026	16,459
2027	18,100
2028	7,714
Thereafter	0
Long-Term Debt, Total	43,500	35,965	20,000
Acquisition Related Real Estate Notes
Debt Instrument [Line Items]
Long-Term Debt, Total	0	7,000	7,000
Acquisition Related Promissory Notes
Debt Instrument [Line Items]
2024	1,500
2025	0
2026	0
2027	0
2028	0
Thereafter	0
Long-Term Debt, Total	1,500	3,000	4,875
Acquisition Related Note Payable
Debt Instrument [Line Items]
Long-Term Debt, Total	$ 0	$ 3,214	$ 3,314

Property and Equipment - Summary of reconciliation of the beginning and ending balances of property and equipment (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross, Beginning Balance	$ 429,018	$ 392,851
Additions	4,840	60,876
Impairments	(20,095)
Disposals	(20,937)	(1,815)
Transferred to assets held for sale		(22,894)
Transferred from assets held for sale	21,863
Other transfers	0	0
Property, Plant and Equipment, Gross, Ending Balance	414,689	429,018	$ 392,851
Accumulated depreciation beginning balance	(71,025)	(53,159)
Depreciation	(34,286)	(32,059)	(22,325)
Disposals	2,006	690
Transferred to assets held for sale		13,503
Transferred from assets held for sale	(12,886)
Accumulated depreciation ending balance	(116,191)	(71,025)
Land and Buildings
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross, Beginning Balance	128,389	113,736
Additions	0	14,909
Impairments	0
Disposals	(13,332)	(36)
Transferred to assets held for sale		(220)
Transferred from assets held for sale	220
Other transfers	0	0
Property, Plant and Equipment, Gross, Ending Balance	115,277	128,389	113,736
Accumulated depreciation beginning balance	(3,657)	(988)
Depreciation	(2,621)	(2,708)
Disposals	338	0
Transferred to assets held for sale		39
Transferred from assets held for sale	(39)
Accumulated depreciation ending balance	(5,979)	(3,657)
Furniture and Fixtures
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross, Beginning Balance	8,773	8,564
Additions	214	657
Impairments	(17)
Disposals	(277)	(286)
Transferred to assets held for sale		(2,170)
Transferred from assets held for sale	2,015
Other transfers	273	2,008
Property, Plant and Equipment, Gross, Ending Balance	10,981	8,773	8,564
Accumulated depreciation beginning balance	(3,541)	(3,037)
Depreciation	(2,096)	(1,833)
Disposals	78	80
Transferred to assets held for sale		1,249
Transferred from assets held for sale	(1,171)
Accumulated depreciation ending balance	(6,730)	(3,541)
Equipment
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross, Beginning Balance	38,467	36,052
Additions	42	3,436
Impairments	(745)
Disposals	(1,107)	(650)
Transferred to assets held for sale		(5,708)
Transferred from assets held for sale	5,708
Other transfers	758	5,337
Property, Plant and Equipment, Gross, Ending Balance	43,123	38,467	36,052
Accumulated depreciation beginning balance	(15,329)	(12,435)
Depreciation	(7,353)	(7,140)
Disposals	556	271
Transferred to assets held for sale		3,975
Transferred from assets held for sale	(3,975)
Accumulated depreciation ending balance	(26,101)	(15,329)
Computers and Software
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross, Beginning Balance	3,537	2,914
Additions	174	622
Impairments	0
Disposals	(108)	0
Transferred to assets held for sale		(273)
Transferred from assets held for sale	134
Other transfers	296	274
Property, Plant and Equipment, Gross, Ending Balance	4,033	3,537	2,914
Accumulated depreciation beginning balance	(1,720)	(1,208)
Depreciation	(858)	(693)
Disposals	17	0
Transferred to assets held for sale		181
Transferred from assets held for sale	(66)
Accumulated depreciation ending balance	(2,627)	(1,720)
Leasehold Improvements
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross, Beginning Balance	193,454	145,259
Additions	2,366	22,338
Impairments	(463)
Disposals	(4,829)	(86)
Transferred to assets held for sale		(14,256)
Transferred from assets held for sale	13,519
Other transfers	3,799	40,199
Property, Plant and Equipment, Gross, Ending Balance	207,846	193,454	145,259
Accumulated depreciation beginning balance	(46,778)	(35,491)
Depreciation	(21,358)	(19,685)
Disposals	1,017	339
Transferred to assets held for sale		8,059
Transferred from assets held for sale	(7,635)
Accumulated depreciation ending balance	(74,754)	(46,778)
Construction in Progress
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross, Beginning Balance	56,398	86,326
Additions	2,044	18,914
Impairments	(18,870)
Disposals	(1,284)	(757)
Transferred to assets held for sale		(267)
Transferred from assets held for sale	267
Other transfers	(5,126)	(47,818)
Property, Plant and Equipment, Gross, Ending Balance	33,429	56,398	$ 86,326
Accumulated depreciation beginning balance	0	0
Depreciation	0	0
Disposals	0	0
Transferred to assets held for sale		0
Transferred from assets held for sale	0
Accumulated depreciation ending balance	$ 0	$ 0

Reverse Takeover Transaction and Public Filing Status (Tables)

12 Months Ended

Dec. 31, 2023

Reverse Takeover Transaction [Abstract]

Schedule of Identifiable Assets Acquired and Liabilities

The identifiable assets acquired and liabilities of CGGC assumed by Columbia Care LLC were based on their respective fair values at the Acquisition Date and were paid as follows:


Net assets acquired
Cash	$	120,193

Consideration paid
19,077,096 common shares held by CGGC shareholders	$	111,339
5,394,945 warrants held by CGGC shareholders		19,925
	$	131,264

Value attributable to obtaining a listing status	$	11,071

Schedule of Fair Value of Warrants

The fair value of the warrants included in the consideration paid of $19,925 was calculated using the Black-Scholes model with the following assumptions:


Expected volatility	70.00	%
Expected term (years)	5.00
Expected dividends	0.00	%
Risk-free interest rate	1.52	%

Valuation and Qualifying Accounts (Tables)

12 Months Ended

Dec. 31, 2023

SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract]

Schedule of Valuation and Qualifying Accounts

         
        Acquired

         
        Balance at

        Charged

        through

        Balance at

         
        Beginning of

        to

        business

        Deductions

        Other

        end of

         
        Year

        income

        combinations

        from reserve

        adjustments

        Year

        Allowance for doubtful accounts, including credit
   card reserves

        Year ended December 31, 2023

        $3,142

        $3,327

        $—

        $—

        $43

        $6,512

        Year Ended December 31, 2022

        $2,542

        $1,424

        $—

        $(824)

        $—

        $3,142

Commitments and Contingencies

12 Months Ended

Dec. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

17.

COMMITMENTS AND CONTINGENCIES

Defined contribution plan

In 2020, the Company instituted a qualified 401(k) plan (the “401(k) Plan”) for its U.S. employees. The 401(k) Plan covers U.S. employees who meet certain eligibility requirements. Under the terms of the 401(k) Plan, the employees may elect to make contributions through payroll deductions within statutory and plan limits, and the Company may elect to make non-elective discretionary contributions. The Company may also make optional contributions to the 401(k) Plan for any plan year at its discretion.

Expense recognized by the Company for matching contributions made to the 401(k) Plan was $1,328 and $1,118 for the years ended December 31, 2023, and December 31, 2022, respectively.

Indemnification agreements

In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, business partners, and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with members of its board of directors and senior management that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. Other than the accruals mentioned in this note, the Company has not accrued any liabilities related to any pending claims potentially subject to any indemnifications in its consolidated financial statements.

The Green Leaf Transaction closed on June 11, 2021. By letters dated April 22, 2022, June 1, 2022 and March 14, 2023, the Company notified the shareholder representative (“SRS”) for the former Green Leaf shareholders, including a director of the Company, that the Company was seeking indemnification of approximately $11 million for certain preclosing taxes paid by the Company on behalf of the former Green Leaf shareholders. By letter dated July 14, 2022, SRS notified the Company that the former Green Leaf shareholders were making an indemnification claim to the Company for $17.6 million related to alleged damages arising out of certain alleged undisclosed and under-disclosed litigation matters. By letter dated October 6, 2022, SRS sent an updated demand letter seeking in excess of $75 million from the Company. In addition to the claims raised in SRS’s July 14, 2022 letter, SRS demanded payment of at least $58 million for Green Leaf’s purported achievement of a milestone payout contemplated in the Green Leaf Transaction for the time period July 1, 2021 to June 30, 2022. The Company, based on a third-party assessment, determined that the milestone was not achieved. The parties engaged in preliminary negotiations, including a non-binding mediation, about the possibility of entering into a global resolution of outstanding disputes. On March 2, 2023, SRS filed a complaint in the Circuit Court for Baltimore City, Maryland against the Company, a Company subsidiary, the Company’s Chairman, CEO and CFO, as well as the third-party firm that prepared the aforementioned assessment, seeking in excess of $72 million in damages, in addition to punitive damages, based on asserted legal claims of breach of contract, fraud and intentional misrepresentation, negligent misrepresentation, tortious interference with a contract, breach of a fiduciary duty, aiding and abetting a breach of a fiduciary duty and civil conspiracy. On August 29, 2023, the Court dismissed all claims in the Complaint other than the breach of contract claim, thereby resulting in the Company’s Chairman, CEO and CFO, as well as the third-party firm that prepared the aforementioned assessment, no longer being parties in the lawsuit. On October 20, 2023, SRS as well as certain former Green Leaf executives, as individuals and on behalf of former Green Leaf shareholders, filed an amended complaint against the Company and a subsidiary of the Company asserting breach of contract claims. At present, a stay has been entered in the case while the parties attempt to globally resolve outstanding disputes, which now also includes disputes relating to a dispensary located in Rockville, MD. If such global resolution is not achieved, the Company will assert defenses with respect to the claims in the amended complaint. However, there can be no assurance that such defenses will be successful and, if they are not successful, that the direct or indirect losses will not be material. Similarly, in the absence of a global resolution, the Company intends to continue to pursue legal recourse against the former Green Leaf shareholders with respect to the approximately $11 million owed to the Company for certain preclosing tax payments.

Additionally, the Company may be contingently liable with respect to other claims incidental to the ordinary course of its operations. In the opinion of management, and based on management’s consultation with legal counsel, the ultimate outcome of such other matters will not have a materially adverse effect on the Company. Accordingly, no provision has been made in these consolidated financial statements for losses, if any, which might result from the ultimate disposition of these matters should they arise.

Share-Based Payment Arrangements - Schedule of Award Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
RSU
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Nonvested, Beginning balance	16,384,468	10,776,448
Granted	23,998,872	10,242,081
Vested	(10,966,667)	(3,746,281)
Forfeited	(2,694,954)	(887,780)
Nonvested, Ending balance	26,721,719	16,384,468	10,776,448
Weighted-average grant date fair value, nonvested, Beginning balance	$ 2.71	$ 3.96
Weighted average grant date fair value, granted	0.55	2.79
Weighted average grant date fair value, forfeited	2.09	1.84
Weighted average grant date fair value, vested	2.65	6.75
Weighted-average grant date fair value, nonvested, Ending balance	$ 0.86	$ 2.71	$ 3.96
Stock-based compensation	$ 17,076	$ 18,856	$ 14,500
PSU and TSR Activity
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Nonvested, Beginning balance	7,308,263	7,826,292	8,051,818
Granted	0	2,209,892	655,093
Vested	(2,307,905)	(518,029)	(114,957)
Forfeited	(2,781,120)	(2,209,892)	(765,662)
Nonvested, Ending balance	2,219,238	7,308,263	7,826,292
Weighted-average grant date fair value, nonvested, Beginning balance	$ 4.77	$ 4.61	$ 4.42
Weighted average grant date fair value, granted	0	2.97	7.81
Weighted average grant date fair value, forfeited	7.66	2.97	5.78
Weighted average grant date fair value, vested	2.01	2.32	2.07
Weighted-average grant date fair value, nonvested, Ending balance	$ 4.02	$ 4.77	$ 4.61
Stock-based compensation	$ (11,611)	$ 8,812	$ 9,237
CAP and RSA
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation	$ 0	$ 262	$ 1,345
RSA
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Nonvested, Beginning balance	0	175,426
Vested		(161,920)
Forfeited		(13,506)
Nonvested, Ending balance	0	0	175,426
Weighted-average grant date fair value, nonvested, Beginning balance	$ 0	$ 7.38
Weighted average grant date fair value, forfeited		8.33
Weighted average grant date fair value, vested		7.74
Weighted-average grant date fair value, nonvested, Ending balance	$ 0	$ 0	$ 7.38

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Accounts receivable, allowances	$ 6,512	$ 3,142
Common stock, par value	$ 0	$ 0
Common stock, shares authorized	Unlimited	Unlimited
Common stock, shares issued	420,265,306	391,238,484
Common stock, shares outstanding	420,265,306	391,238,484
Preferred stock, par value	$ 0	$ 0
Preferred stock, shares authorized	Unlimited	Unlimited
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Proportionate voting shares, par value	$ 0	$ 0
Proportionate voting shares, authorized	Unlimited	Unlimited
Proportionate voting shares, issued	9,807,881	10,009,819
Proportionate voting shares, outstanding	9,807,881	10,009,819

Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Dec. 31, 2023	Mar. 11, 2024	Jun. 30, 2023
Cover [Abstract]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2023
Document Fiscal Period Focus	FY
Document Fiscal Period Focus	2023
Entity Registrant Name	THE CANNABIST COMPANY HOLDINGS INC.
Entity Central Index Key	0001776738
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Voluntary Filers	No
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	true
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Entity Ex Transition Period	false
Entity Shell Company	false
Entity File Number	000-56294
Entity Incorporation, State or Country Code	A1
Entity Tax Identification Number	98-1488978
Entity Address, Address Line One	680 Fifth Ave., 24th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10019
City Area Code	212
Local Phone Number	634-7100
Entity Common Stock, Shares Outstanding		448,216,620
Entity Public Float			$ 179,979,307
Document Annual Report	true
Document Transition Report	false
Auditor Firm ID	731
Auditor Name	DAVIDSON & COMPANY LLP
Auditor Location	Vancouver, Canada
Documents Incorporated by Reference [Text Block]	None.

Current and Long-Term Debt (Tables)

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Schedule of Current and Long-Term Obligations, Net

Current and long-term obligations, net, are shown in the table below:


	December 31, 2023			December 31, 2022
2026 Notes	$	185,000		$	185,000
Term debt		13,228			38,215
2025 Convertible Notes		74,500			74,500
Mortgage Note		43,500			35,965
2023 Convertible Notes		—			5,600
Acquisition related real estate notes		—			7,000
Acquisition related promissory notes		1,500			3,000
Acquisition related term debt		—			3,214
		317,728			352,494
Unamortized debt discount		(6,598	)		(12,483	)
Unamortized deferred financing costs		(7,747	)		(11,016	)
Unamortized debt premium		—			25
Total debt, net		303,383			329,020
Less current portion, net*		(5,905	)		(47,315	)
Long-term portion	$	297,478		$	281,705

Schedule Of Principal Payments On Outstanding Indebtedness

The following table summarizes the scheduled principal payments on the Company’s outstanding indebtedness as of December 31, 2023:


	2024		2025		2026		2027		2028		Thereafter		Total
Term debt		13,228		—		—		—		—		—		13,228
2025 Convertible Notes		—		74,500		—		—		—		—		74,500
2026 Notes		—		—		185,000		—		—		—		185,000
Mortgage Note		574		653		16,459		18,100		7,714		—		43,500
Acquisition related promissory notes (see note 6)		1,500		—		—		—		—		—		1,500
		15,302		75,153		201,459		18,100		7,714		—		317,728

Schedule of Components of Current and Long Term Debt Obligations

The following table presents information about the current and long-term debt obligations of the Company as of December 31, 2023:



	Balance, January 01		Borrowing		Acquisition related		Conversion/Exchanges		Repayments			Balance, December 31
Term debt	$	38,215	$	—	$	—	$	—	$	(24,987	)	$	13,228
2025 Convertible Notes		74,500		—		—		—		—			74,500
Mortgage Note		35,965		8,050		—		—		(515	)		43,500
2023 Convertible Notes		5,600		—		—		—		(5,600	)		—
2026 Notes		185,000		—		—		-		—			185,000
Acquisition related real estate notes (note 6)		7,000		—		—		—		(7,000	)		—
Acquisition related promissory notes (note 6)		3,000		—		—		—		(1,500	)		1,500
Acquisition related note payable (note 6)		3,214		—		—		—		(3,214	)		—
	$	352,494	$	8,050	$	—	$	—	$	(42,816	)	$	317,728

The following table summarizes the scheduled principal payments on the Company’s outstanding indebtedness as of December 31, 2022:



	Balance, January 01		Borrowing		Acquisition related		Conversion			Repayments			Balance, December 31
Term debt	$	69,965	$	—	$	—	$	(31,750	)	$	—		$	38,215
2025 Convertible Notes		74,500		—		—		—			—			74,500
Mortgage Note		20,000		16,500		—		—			(535	)		35,965
2023 Convertible Notes		5,600		—		—		—			—			5,600
2026 Notes		—		153,250		—		31,750			—			185,000
Acquisition related real estate notes (note 6)		7,000		—		—		—			—			7,000
Acquisition related promissory notes (note 6)		4,875		—		—		—			(1,875	)		3,000
Acquisition related note payable (note 6)		3,314		—		—		—			(100	)		3,214
	$	185,254	$	169,750	$	—	$	—		$	(2,510	)	$	352,494

Total Interest and Amortization Expense on Debt Obligations

Total interest and amortization expense on the Company’s debt obligations for the years ended December 31, 2023, 2022 and 2021 were as follows:


	Year Ended
	December 31, 2023			December 31, 2022			December 31, 2021
Interest expense on debt	$	41,900		$	40,123		$	19,370
Amortization of debt discount	$	5,783		$	5,327		$	4,921
Amortization of debt premium	$	—		$	(164	)	$	(280	)
Amortization of debt issuance costs	$	3,569		$	3,425		$	1,502
Other interest (expense) income, net	$	(565	)	$	(362	)	$	(779	)
Total interest expense, net	$	50,687		$	48,349		$	24,734

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

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Property, Plant and Equipment [Abstract]

Promissory notes receivables - Additional Information (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Jun. 11, 2021	Dec. 31, 2019
Defined Benefit Plan Disclosure [Line Items]
Prepaid expenses and other current assets	$ 22,777	$ 21,942	$ 28,424
Notes receivable-long-term	2,082	2,148
Balboa Blvd LLC
Defined Benefit Plan Disclosure [Line Items]
Interest rate				4.50%
Notes payable	2,147	2,211
Prepaid expenses and other current assets	66	63
Aggregate principal amount				$ 2,420
Notes receivable-long-term	$ 2,082	$ 2,148

Leasing Activities - Schedule of Components of Lease Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Components of Lease Expense [Line Items]
Operating Lease, Cost	$ 28,860	$ 27,598
Finance lease costs	14,015	13,746
Interest on lease liabilities included in interest (expense) income, net	4,178	5,548
Total lease costs	42,875	41,344
Cost Of Sales [Member]
Components of Lease Expense [Line Items]
Operating Lease, Cost	16,794	16,537
Finance lease, right-of-use asset, amortization	7,146	6,753
Selling General And Administrative Expenses [Member]
Components of Lease Expense [Line Items]
Operating Lease, Cost	12,066	11,061
Finance lease, right-of-use asset, amortization	$ 2,691	$ 1,445

Property and Equipment

12 Months Ended

Dec. 31, 2023

Property and Equipment

PROPERTY AND EQUIPMENT

Details of the Company’s property and equipment and related depreciation expense are summarized in the tables below:


	December 31, 2023			December 31, 2022
Land and buildings	$	115,277		$	128,389
Furniture and fixtures		10,981			8,773
Equipment		43,123			38,467
Computers and software		4,033			3,537
Leasehold improvements		207,846			193,454
Construction in process		33,429			56,398
Total property and equipment, gross		414,689			429,018
Less: Accumulated depreciation		(116,191	)		(71,025	)
Total property and equipment, net	$	298,498		$	357,993



	December 31, 2023		December 31, 2022		December 31, 2021
Total depreciation expense	$	34,286	$	32,059	$	22,325
Included in:
Costs of sales related to inventory production	$	20,225	$	18,565	$	12,853
Selling, general and administrative expenses	$	14,061	$	13,494	$	9,472

A reconciliation of the beginning and ending balances of property and equipment are summarized in the tables below:


	Land and buildings			Furniture and fixtures			Equipment			Computers and software			Leasehold improvements			Construction in process			Total
Cost
Balance, December 31, 2022	$	128,389		$	8,773		$	38,467		$	3,537		$	193,454		$	56,398		$	429,018
Additions		—			214			42			174			2,366			2,044			4,840
Impairments		—			(17	)		(745	)		—			(463	)		(18,870	)		(20,095	)
Disposals		(13,332	)		(277	)		(1,107	)		(108	)		(4,829	)		(1,284	)		(20,937	)
Transferred from assets held for sale		220			2,015			5,708			134			13,519			267			21,863
Other transfers		—			273			758			296			3,799			(5,126	)		—
Balance, December 31, 2023	$	115,277		$	10,981		$	43,123		$	4,033		$	207,846		$	33,429		$	414,689


	Land and buildings			Furniture and fixtures			Equipment			Computers and software			Leasehold improvements			Construction in process		Total
Accumulated depreciation
Balance, December 31, 2022	$	(3,657	)	$	(3,541	)	$	(15,329	)	$	(1,720	)	$	(46,778	)	$	—	$	(71,025	)
Depreciation		(2,621	)		(2,096	)		(7,353	)		(858	)		(21,358	)		—		(34,286	)
Disposals		338			78			556			17			1,017			—		2,006
Transferred from assets held for sale		(39	)		(1,171	)		(3,975	)		(66	)		(7,635	)		—		(12,886	)
Balance, December 31, 2023	$	(5,979	)	$	(6,730	)	$	(26,101	)	$	(2,627	)	$	(74,754	)	$	—	$	(116,191	)


	Land and buildings			Furniture and fixtures			Equipment			Computers and software			Leasehold improvements			Construction in process			Total
Cost
Balance, December 31, 2021	$	113,736		$	8,564		$	36,052		$	2,914		$	145,259		$	86,326		$	392,851
Additions		14,909			657			3,436			622			22,338			18,914			60,876
Disposals		(36	)		(286	)		(650	)		—			(86	)		(757	)		(1,815	)
Transferred to assets held for sale		(220	)		(2,170	)		(5,708	)		(273	)		(14,256	)		(267	)		(22,894	)
Other transfers		—			2,008			5,337			274			40,199			(47,818	)		—
Balance, December 31, 2022	$	128,389		$	8,773		$	38,467		$	3,537		$	193,454		$	56,398		$	429,018


	Land and buildings			Furniture and fixtures			Equipment			Computers and software			Leasehold improvements			Construction in process		Total
Accumulated depreciation
Balance, December 31, 2021	$	(988	)	$	(3,037	)	$	(12,435	)	$	(1,208	)	$	(35,491	)	$	—	$	(53,159	)
Depreciation		(2,708	)		(1,833	)		(7,140	)		(693	)		(19,685	)		—		(32,059	)
Disposals		—			80			271			—			339			—		690
Transferred to assets held for sale		39			1,249			3,975			181			8,059			—		13,503
Balance, December 31, 2022	$	(3,657	)	$	(3,541	)	$	(15,329	)	$	(1,720	)	$	(46,778	)	$	—	$	(71,025	)

Asset Additions

During the year ended December 31, 2022, the Company exercised its option to acquire a 24-acre cultivation site in Vineland, New Jersey, referred to as Vineland 2, for approximately $9,750 and continued its capital expenditure into the facility.

Greenhouse acquisition

In April 2021, the Company acquired a 34-acre cultivation site in eastern Long Island, New York. In November 2021, the Company acquired, upon closing of phase two of the transaction, approximately 740,000 square feet of operational greenhouse space, with 200,000 square feet of incremental grow capacity. The following table summarizes the allocation of consideration exchanged for the estimated fair value of tangible and identifiable intangible assets acquired and liabilities assumed:


Consideration transferred:
Cash	$	15,792
Closing shares		23,853
Contingent consideration		400
Fair value of consideration exchanged		40,045
Recognized amounts of identifiable assets acquired and liabilities assumed:
Land		5,180
Building		40,425
Prepaid insurance		87
Deferred rent		(5,647)
Total net assets acquired	$	40,045

The New York greenhouse became fully operational during the year ended December 31, 2022.

Sale-Leasebacks

During the third quarter of 2020, the Company closed on a sale leaseback transaction in which two properties located in New Jersey sold for $12,385, which was approximately the cost of the properties. Included in the agreement, the Company was expected to complete tenant improvements related to these properties, for which the landlord agreed to provide a tenant improvement allowance. The right-of-use assets related to these properties were reduced by $360 which represents the unretained portion of the assets carrying amount. The remaining gain associated with this sale-leaseback was immaterial at December 31, 2023.

Other (Expense) Income, Net (Tables)

12 Months Ended

Dec. 31, 2023

Other Income and Expenses [Abstract]

Summary of Other (Expense) Income, Net

Details of the Company’s other (expense) income, net is summarized in the table below:


	Year ended
	December 31, 2023			December 31, 2022			December 31, 2021
Change in fair value of the derivative liability	$	(116	)	$	(6,560	)	$	(13,286	)
Acquisition and settlement of pre-existing relationships		—			—			75,655
(Gain) loss on remeasurement of contingent consideration		—			(37,362	)		(59,362	)
Loss on disposal group		6,122			—			—
Impairment of disposal group		—			—			2,000
Earnout adjustment		—			349			—
Loss on Restructuring		5,396			3,089			—
Loss on conversion of Convertible Notes		—			—			1,580
Other (income) expense, net		(188	)		6,605			(252	)
Rental income		(2,421	)		(3,564	)		—
Total other expense, net	$	8,793		$	(37,443	)	$	6,335

Selling, General and Administrative Expenses

12 Months Ended

Dec. 31, 2023

Selling, General and Administrative Expense [Abstract]

Selling, General and Administrative Expenses

22.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Details of the Company’s selling, general and administrative expenses are summarized in the table below:


	Year ended
	December 31, 2023		December 31, 2022		December 31, 2021
Salaries and benefits	$	90,302	$	125,702	$	107,081
Professional fees		13,290		19,208		21,440
Depreciation and amortization		35,358		59,470		36,321


Operating facilities costs		41,759		42,631		31,562
Operating office and general expenses		10,612		9,879		14,691
Advertising and promotion		5,386		14,173		16,255
Other fees and expenses		2,884		6,267		4,702
Total selling, general and administrative expenses	$	199,591	$	277,330	$	232,052

Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Jun. 11, 2021
Prepaid Expense and Other Assets, Current [Abstract]
Prepaid expenses	$ 8,486	$ 7,151
Short term deposits	1,148	1,814
Other current assets	12,023	12,286
Excise and sales tax receivable	367	691
Prepaid taxes	753	0
Prepaid expenses and other current assets	$ 22,777	$ 21,942	$ 28,424

Operations of the Company

12 Months Ended

Dec. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Operations of the Company

OPERATIONS OF THE COMPANY

The Cannabist Company Holdings Inc. (“the Company”, “the Parent”, or "The Cannabist Company"), formerly known as Columbia Care Inc., was incorporated under the laws of the Province of Ontario on August 13, 2018. The Company's principal mission is to improve lives by providing cannabis-based health and wellness solutions and derivative products to qualified patients and consumers. The Company’s head office and principal address is 680 Fifth Ave. 24th Floor, New York, New York 10019. The Company’s registered and records office address is 666 Burrard St #1700, Vancouver, British Columbia V6C 2X8.

On April 26, 2019, the Company completed a reverse takeover (“RTO”) transaction and private placement. Following the RTO, the Company’s Common Shares were listed on Cboe Canada (formerly known as the NEO Exchange), trading under the symbol “CCHW”. Effective September 19, 2023, the Company changed its name from “Columbia Care Inc.” to “The Cannabist Company Holdings Inc.” (the “Name Change”). In connection with the Name Change, on September 21, 2023, the Company’s Common Shares and warrants began trading under the ticker symbols “CBST” and “CBST.WT”, respectively, on Cboe Canada. On September 26, 2023, the Company’s Common Shares began trading on the OTCQX Best Market under the ticker symbol “CBSTF”. The Company’s Common Shares are also listed on the Frankfurt Stock Exchange under the symbol “3LP”.

Recent Developments

Mutual Termination of Arrangement Agreement with Cresco Labs:

As previously disclosed, on March 23, 2022, the Company entered into a definitive arrangement agreement, as amended on February 27, 2023 (the “Arrangement Agreement) with Cresco Labs LLC (“Cresco Labs”), pursuant to which, Cresco Labs agreed, subject to the terms and conditions thereof, to acquire all of the issued and outstanding common shares and proportionate voting shares of the Company, pursuant to a statutory plan of arrangement under the Business Corporations Act (British Columbia) (the “Arrangement”).

As previously disclosed, the Company and Cresco Labs were not able to complete the divestitures necessary to secure all necessary regulatory approvals to close the Arrangement by the outside date (June 30, 2023) specified in the Arrangement Agreement.

On July 31, 2023, the Company and Cresco Labs entered into a termination agreement (the “Termination Agreement”), pursuant to which the Company and Cresco Labs agreed to terminate the Arrangement Agreement. The Termination Agreement provides for the release by each party of certain claims arising from or relating to the Arrangement, the Arrangement Agreement, the transactions contemplated therein or the circumstances relating thereto. There are no penalties or fees related to the mutual agreement to terminate the Arrangement.

Voluntary Delisting of Common Shares from Canadian Securities Exchange:

The Company voluntarily delisted its Common Shares from the facilities of the Canadian Securities Exchange, effective as of market close on August 2, 2023. Cannabist Company's common shares will continue trading on the Cboe Canada, the new business name of the NEO Exchange. Cboe Canada will remain the Company’s primary securities exchange, as it has been since the Company’s initial public listing.

Acquisitions

12 Months Ended

Dec. 31, 2023

Business Combination and Asset Acquisition [Abstract]

Acquisitions

ACQUISITIONS

(a)

Green Leaf Medical

On June 11, 2021, the Company acquired (the “Green Leaf Transaction”) a 100% ownership interest in Green Leaf Medical, LLC (“Green Leaf”). On July 7, 2021, the Company acquired (“the Green Leaf-Ohio Transaction”) a residual 49% ownership interest (constituting 949,379 Common Shares) in Green Leaf Medical of Ohio II, LLC (“Green Leaf-Ohio”).

Green Leaf was formed in April 2014 for the purpose of selling medicinal and recreational cannabis products in the states of Maryland, Pennsylvania, Ohio, and Virginia. Green Leaf owns and operates vertically integrated cultivation facilities, manufacturing facilities and retail dispensaries in the states of Maryland, Pennsylvania, Ohio, and Virginia. The Company executed the Green Leaf Transaction in order to continue to grow revenues; expand its cultivation facilities, manufacturing facilities and dispensaries; and enter, or expand in the Maryland, Pennsylvania, Ohio, and Virginia markets.

The following table summarizes the fair value of total consideration transferred and the fair value of each major class of consideration for Green Leaf:


					Measurement
		As previously				period
		reported			adjustments			As adjusted
Consideration transferred
Cash consideration	$	62,796		$	—		$	62,796
Less working capital adjustment		(2,011	)		37			(1,974	)
Closing shares		125,729			93			125,822
Milestone shares after closing (contingent consideration)		125,230			(27,816	)		97,414
Total unadjusted purchase price		311,744			(27,686	)		284,058
Less: Cash and cash equivalents acquired		(30,779	)		—			(30,779	)
Total purchase price, net of cash and cash equivalents acquired	$	280,965		$	(27,686	)	$	253,279

Equity purchase consideration comprised 44,848,416 Common Shares which were issued during the year ended December 31, 2021.

Recognized amounts of identifiable assets acquired and liabilities assumed, less cash and cash equivalents acquired:


						Measurement
			As previously			period
			reported			adjustments			As adjusted
Purchase price allocation
Assets acquired:
Accounts receivable	$		4,660		$	(295	)	$	4,365
Inventory			13,659			4,204			17,863
Prepaid expenses and other current assets			31,687			(509	)		31,178
Property and equipment			52,070			166			52,236
Right of use assets			1,876			—			1,876
Goodwill			164,004			(62,269	)		101,735
Intangible assets			142,858			81,477			224,335
Accounts payable			(4,080	)		—			(4,080)
Accrued expenses and other current liabilities			(22,597	)		(21	)		(22,618	)
Note payable			(2,344	)		256			(2,088	)
Lease liabilities			(1,876	)		—			(1,876	)
Other long-term liabilities			(62,161	)		(3,533	)		(65,694	)
Deferred tax liabilities			(36,791	)		(47,162	)		(83,953	)
Consideration transferred		$	280,965		$	(27,686	)	$	253,279

On June 11, 2021, prepaid expenses and other current assets consisted of tenant improvement receivable of $28,424. After its acquisition, Green Leaf undertook the construction and build out of its cultivation site and received reimbursement of $27,115. As of December 31, 2021, tenant receivable is $1,308.

The purchase price allocations for the Green Leaf Transaction reflect various fair value estimates and analyses relating to the determination of fair values of certain tangible and intangible assets and liabilities acquired and residual goodwill. The purchase price allocations for the Green Leaf Transaction reflect various fair value estimates and analyses, which are subject to change within the respective measurement periods.

The contingent consideration, payable in Common Shares (the “Milestone Shares”) of the Company, was estimated considering certain metrics as of the June 11, 2021 acquisition date, subject to the terms and conditions set forth in the Agreement and Plan of Merger (the “Merger Agreement”) entered into by the Company in connection with the Green Leaf Transaction. The fair value of the contingent consideration was estimated using a probability weighted expected return method (“PWERM”). This fair value measurement was based on significant inputs that are not observable in the market, and represent a level 3 fair value measurement, including those relating to discount factors and probabilities of achievement of the related milestones. Discounts of 23.44% and 38.76% were applied to the August 15, 2022 and 2023 earn out cash flows, respectively, to derive an aggregate discounted probability-adjusted earn out. The Company then applied a discount for lack of marketability rate of 15% to arrive at the net fair value of contingent consideration. An estimated range of outcomes has been deemed indeterminable by the Company.

Based on the financial results for the year ended December 31, 2021, the Company remeasured the contingent consideration at fair value and recorded a net gain of $59,362 within other expense, net in the consolidated statements of operations and comprehensive loss.

At the end of the First Milestone period through June 30, 2022, the Company engaged a third-party expert and determined that no Milestone Shares were payable for the First Milestone. Based on the financial results for the year ended December 31, 2023, the Company determined that no remaining contingent consideration would be due and recorded a net gain of $0 within other expense, net in the consolidated statements of operations and comprehensive loss.

The Company determined the estimated fair value of the acquired working capital, and identifiable intangible assets and goodwill after review and consideration of relevant information including discounted cash flow analyses, market data and management’s estimates, prepared by an independent valuation firm. The estimated fair value of acquired working capital was determined to approximate carrying value.

For leases acquired, the Company measured the lease liability at the present value of the remaining lease payments, as if the acquired lease were a new lease at the acquisition date. The Company measured the right-of-use asset at the same amount as the lease liability, adjusted to reflect favorable or unfavorable terms of the lease when compared with market terms.

The goodwill arising from the Green Leaf Transaction consists of expected synergies from combining operations of the Company and Green Leaf, and intangible assets not qualifying for separate recognition such as formulations, proprietary technologies and acquired know-how. None of the goodwill is deductible for tax purposes.

Green Leaf’s state licenses, trade name and wholesale customers represented identifiable intangible assets acquired in the amounts of $153,746, $21,375 and $49,214, respectively, which were determined to have definite useful lives of 10, 5 and 7 years respectively.

As a part of this acquisition, the Company acquired a note payable issued in March 2018 for the purchase of real property. This note payable matures in April 2038 and bears interest at a rate of 4.0% per annum with monthly payments of principal and interest of $19,266 (discount is based on imputed interest rate of 13.25%) and is secured by the underlying real property. This note was settled in full during 2023.

In conjunction with the Green Leaf Transaction, the Company expensed $830 of acquisition-related costs in 2021, which have been included in selling, general and administrative expenses on the Company’s consolidated statement of operations and comprehensive loss.

$74,545 of revenue and $12,997 of net income of Green Leaf was included in the consolidated statement of operations for the year ended December 31, 2021.

Unaudited supplemental pro-forma information

Had the acquisition of Green Leaf been completed on January 1, 2020, the Company’s pro forma results of operations for the year ended December 31, 2021 would have been as follows:


	Year Ended December 31, 2021
Revenue	$	512,006
Net income attributable to shareholders		(131,950	)
Earnings attributable to shares (basic and diluted)		(0.36	)
Weighted-average number of shares used in earnings per share—basic and diluted		368,683,785

The pro forma financial information which gives effect to certain transaction accounting adjustments, including amortization of acquired intangibles is not necessarily indicative of the operating results that would have occurred had the acquisition been consummated on January 1, 2020, nor is it necessarily indicative of future operating results.

(b)

Futurevision Holdings, Inc., Futurevision 2020, LLC and Medicine Man Longmont, LLC

On November 1, 2021, the Company acquired (the “Medicine Man Transaction”) a 100% ownership interest in Futurevision Holdings, Inc. and Futurevision 2020, LLC (collectively, “Medicine Man”), through the Agreement and Plan of Merger (the “Merger Agreement”). Concurrently with the Merger Agreement, the Company was granted an option (the “Option”) to purchase Medicine Man Longmont, LLC (“Medicine Man Longmont”). The option was exercised on August 12, 2022 upon completion of the sale of the TGS Longmont location as required under the Merger Agreement, with the correspondent measurement period adjustments applied subsequently to the period of acquisition against goodwill from their acquisition.

Medicine Man was formed in 2010 for the purpose of selling medicinal and recreational cannabis products in the state of Colorado. Medicine Man owns and operates vertically integrated cultivation facilities, manufacturing facilities and retail dispensaries in the state of Colorado. The Company executed the Medicine Man Transaction in order to continue to grow revenues; expand its cultivation facilities, manufacturing facilities and dispensaries; and enter, or expand in the Colorado market.

The following table summarizes the fair value of total consideration transferred and the fair value of each major class of consideration for Medicine Man:


Consideration transferred
Cash consideration	$		7,240
Closing shares			23,955
Milestone shares after closing (contingent consideration)			3,664
Purchase option obligation			5,899
Total unadjusted purchase price			40,758
Working capital adjustment			127
Total adjusted purchase price			40,885
Less: Cash and cash equivalents acquired			(1,250	)
Total purchase price, net of cash and cash equivalents acquired		$	39,635

Equity purchase consideration comprised 5,840,229 Common Shares of which 4,857,184 were issued in November 2021.

Recognized amounts of identifiable assets acquired and liabilities assumed, less cash and cash equivalents acquired:


Purchase price allocation			As previously reported	Measurement period adjustments	As adjusted
Assets acquired:
Inventory	$		3,611		$3,611
Prepaid expenses and other current assets			397		397
Option deposit			5,899	(5,899)	—
Property and equipment			1,498		1,498
Right of use assets			818		818
Goodwill			9,908	5,899	15,807
Intangible assets			30,370		30,370
Accounts payable			(696)		(696)
Accrued expenses and other current liabilities			(1,910)		(1,910)
Lease liabilities			(1,438)		(1,438)
Deferred tax liabilities			(8,822)		(8,822)
Consideration transferred		$	39,635	—	$39,635

The purchase price allocations for the Medicine Man Transaction reflect various fair value estimates and analyses relating to the determination of fair values of certain tangible and intangible assets and liabilities acquired and residual goodwill.

The contingent consideration, payable in Common Shares (the “Milestone Shares”) of the Company, was estimated considering certain metrics as of the November 1, 2021 acquisition date, subject to the terms and conditions set forth in the Merger Agreement entered into by the Company in connection with the Medicine Man Transaction. The fair value of the contingent consideration was determined upon acquisition.

The goodwill arising from the Medicine Man Transaction consists of expected synergies from combining operations of the Company and Medicine Man, and intangible assets not qualifying for separate recognition such as formulations, proprietary technologies and acquired know-how. None of the goodwill is deductible for tax purposes.

Medicine Man’s state licenses and trademarks represented identifiable intangible assets acquired in the amounts of $26,900 and $3,470 respectively, which were determined to have definite useful lives of 10 and 5 years respectively.

In conjunction with the Medicine Man Transaction, the Company expensed $1,099 of acquisition-related costs, which have been included in selling, general and administrative expenses on the Company’s consolidated statement of operations and comprehensive loss.

$4,734 of revenue and $536 of net income of Medicine Man was included in the consolidated statement of operations for the year ended December 31, 2021.

(c)

The Healing Center San Diego (THCSD)

On January 6, 2021, the Company acquired a 100% ownership interest in The Healing Center of San Diego, Inc. (“THCSD”).

THCSD was formed in 2016 for the purpose of selling recreational and related cannabis products in San Diego, California, where it owns and operates a dispensary. The Company executed the THCSD Transaction in order to continue to grow revenues; expand its dispensaries; and penetrate the San Diego market.

The aggregate purchase price for the THCSD Transaction, being $14,115 consisted of; $3,425 in cash consideration, $5,718 in promissory notes (“Closing Promissory Notes”) and $4,972 in equity purchase consideration (“Closing Shares”). Equity purchase consideration comprised 971,541 Common Shares which were issued on January 6, 2021. The Closing Promissory Notes were issued with a debt discount of $282 and require sixteen quarterly payments of $375 of principal, plus accrued and unpaid interest thereon at a rate of 8.0% per annum, beginning on April 6, 2021, through maturity on December 16, 2024.

The following table summarizes the fair value of total consideration transferred and the fair value of each major class of consideration for the THCSD Transaction:


				Measurement
		As previously		period
		reported		adjustments	As adjusted
Consideration transferred
Cash consideration	$	3,425	$	—	$	3,425
Closing promissory notes		5,718		—		5,718
Closing Shares		4,972		—		4,972
Total unadjusted purchase price		14,115		—		14,115
Less: Cash and cash equivalents acquired		(698)		—		(698	)
Total purchase price, net of cash and cash equivalents acquired	$	13,417	$	—	$	13,417

Recognized amounts of identifiable assets acquired and liabilities assumed, less cash assumed:


						Measurement
			As previously			period
			reported			adjustments			As adjusted
Purchase price allocation
Assets acquired:
Inventory		$	597		$	—		$	597
Prepaid expenses and other current assets			91			—			91
Property and equipment			619			—			619
Right of use assets			635			—			635
Goodwill			4,303			349			4,652
Intangible assets			10,987			—			10,987
Other long term assets			—			466			466
Accounts payable			(133	)		—			(133	)
Accrued expenses and other current liabilities			(260	)		—			(260	)
Lease liabilities			(635	)		—			(635	)
Deferred tax liabilities			(2,787	)		(349	)		(3,136	)
Other long term liability			—			(466	)		(466	)
Consideration transferred	$		13,417		$	—		$	13,417

The purchase price allocation for the THCSD Transaction reflects various fair value estimates and analyses, which are subject to change within the respective measurement periods.

The goodwill arising from the THCSD Transaction consists of expected synergies from combining operations of the Company and THCSD, and intangible assets not qualifying for separate recognition such as formulations, proprietary technologies and acquired know-how. None of the goodwill is deductible for tax purposes.

THCSD’s state licenses and trade name represented identifiable intangible assets acquired in the amounts of $9,181 and $1,806, respectively, which were each determined to have a definite useful life of 10 years.

In conjunction with the THCSD Transaction, the Company expensed $85 of acquisition-related costs, which have been included in selling, general and administrative expenses on the Company’s statement of comprehensive income. THCSD’s acquisition-related costs in the amount of $198 were expensed in THCSD’s pre-acquisition consolidated financial statements.

$11,814 of revenue and $976 of net income of THCSD was included in the consolidated statement of operations for the year ended December 31, 2021.

(d)

Project Cannabis

On December 1, 2020, the Company acquired (the “Project Cannabis Transaction”) a 100% ownership interest in Resource Referral Services Inc., PHC Facilities Inc. and Wellness Earth Energy Dispensary, Inc., and acquired a 49.9% ownership interest in Access Bryant SPC (collectively, “Project Cannabis”).

Project Cannabis was formed in August 2014 for the purpose of selling medicinal and recreational cannabis products in the state of California, on both a wholesale and retail basis. Project Cannabis owns and operates vertically integrated cultivation facilities, manufacturing facilities and retail dispensaries in the state of California. The Company executed the Project Cannabis Transaction in order to continue to grow revenues; expand its cultivation facilities, manufacturing facilities and dispensaries; and penetrate the California market.

The aggregate purchase price for the Project Cannabis Transaction, of $39,029 (the “Transaction Price”) consisted of $35,273 in equity purchase consideration (“Closing Shares”), $3,400 of deferred stock payments (“Deferred Stock Consideration”), and a working capital adjustment of $584. Purchase consideration comprised 15,713,867 common shares, of which, 1,528,881 are subject to a lock-up period of eighteen months following the date of issuance, for the purpose of funding any potential indemnification obligations of the seller. In accordance with the terms of the purchase agreement, if Project Cannabis fails to achieve a certain level of performance after acquisition, the Company is entitled to a partial refund of the shares already issued. As of December 31, 2021, based on management estimates, the Company is entitled to receive a refund of 2,992,530 shares. The resultant contingent gain of $8,524 will be recognized as income in future periods when all contingencies relating to collectability, payment and timing have been resolved.

In May 2021, the Company finalized the working capital on the Project Cannabis transaction. This resulted in issuance of an additional 178,619 Common Shares to the sellers and recording of additional purchase consideration of $228 to goodwill.

As a part of the Project Cannabis Transaction, the Company was also granted an option to acquire two real estate properties in California for total consideration of $16,500 comprising $9,500 of cash and the assumption of debt of $7,000. In June 2021, the Company exercised the option. The debt comprises of one interest-only real estate loan of $5,000 with a maturity date in July 2024 that requires monthly interest payments at 6%, and another interest-only real estate loan of $2,000 with a maturity date in July 2023 that requires monthly interest payments at 10%.

The following table summarizes the fair value of total consideration transferred and the fair value of each major class of consideration for Project Cannabis:


Consideration transferred
Closing Shares	$		35,273
Deferred stock payments			3,400
Total unadjusted purchase price			38,673
Working capital adjustment			584
Total adjusted purchase price			39,257
Less: Cash acquired			(877	)
Total purchase price		$	38,380

Recognized amounts of identifiable assets acquired and liabilities assumed, less cash assumed:


Purchase price allocation
Assets acquired:
Accounts receivable	$		1,568
Inventory			2,795
Prepaid expenses and other current assets			699
Property and equipment			632
Right of use assets			1,587
Long-term deposits			38
Goodwill			23,520
Intangible assets			18,020
Other non-current assets			5,221
Accounts payable			(121	)
Accrued expenses and other current liabilities			(3,431	)
Lease liabilities			(1,587	)
Deferred tax liability			(5,340	)
Other long-term liabilities			(5,221	)
Consideration transferred		$	38,380

The purchase price allocations for the Project Cannabis Transaction reflects various fair value estimates and analyses relating to the determination of fair value of certain tangible and intangible assets acquired and residual goodwill. The Company determined the estimated fair value of the acquired working capital, and identifiable intangible assets and goodwill after review and consideration of relevant information including discounted cash flow analyses, market data and management’s estimates, prepared by an independent valuation firm. The estimated fair value of acquired working capital was determined to approximate carrying value.

The goodwill arising from the Project Cannabis Transaction consists of expected synergies from combining operations of the Company and Project Cannabis, and intangible assets not qualifying for separate recognition such as formulations, proprietary technologies and acquired know-how. None of the goodwill will be deductible for tax purposes.

Project Cannabis’ state licenses, trade name and wholesale customers represented identifiable intangible assets acquired in the amounts of $10,356, $4,411 and $3,253, respectively, which were determined to have definite useful lives of 10, 5 and 5 years, each respectively.

In conjunction with the Project Cannabis Transaction, the Company expensed $584 of acquisition-related costs, which have been included in selling, general and administrative expenses on the Company’s consolidated statement of operations and comprehensive loss.

Since the closing date of the Project Cannabis Transaction, $32,848 of revenue and $2,745 of net loss of Project Cannabis were included in the Company’s consolidated statement of operations and comprehensive loss for the year ended December 31, 2021, respectively.

(e) Corsa Verde

On May 4, 2021, the Company acquired Corsa Verde, LLC (“Corsa Verde”). The following table summarizes the fair value of total consideration transferred and the fair value of each major class of consideration for Corsa Verde:


					Measurement
		As previously			period
		reported			adjustments		As adjusted
Consideration transferred
Closing Shares	$	1,500		$	—	$	1,500
Note receivable		2,769			—		2,769
Interest receivable		200			—		200
Deposits		125			—		125
Restricted cash		498			—		498
Total unadjusted purchase price		5,092			—		5,092
Less: Cash acquired		(27	)		—		(27	)
Total purchase price	$	5,065		$	—	$	5,065

Included within the consideration was a convertible promissory note (the “Convertible Note”) in the amount of $1,500. This Convertible Note was converted into shares of Company’s common stock calculated by dividing the principal amount of the Convertible Note by the volume weighted average trading price of the

Company common stock on the NEO Exchange for the 5 days preceding the closing date of the transactions contemplated by the Corsa Verde Purchase Agreement.

The preliminary purchase price allocation is as follows:


					Measurement
		As previously			period
		reported			adjustments		As adjusted
Purchase price allocation
Assets acquired:
Accounts receivable	$	181		$	—	$	181
Inventory		304			—		304
Property and equipment		1,250			—		1,250
Intangible assets		4,812			(1,158)		3,654
Accounts payable		(319	)		—		(319	)
Accrued expenses and other current liabilities		(5	)		—		(5	)
Deferred tax liabilities		(1,158	)		1,158		—
Consideration transferred	$	5,065		$	—	$	5,065

Intangible assets consist of licenses which are determined to have a definite useful life of 10 years.

Revenues of $301 and a net loss of $835 of Corsa Verde were included in the consolidated statement of operations and comprehensive loss for the year ended December 31, 2021.

Accrued Expenses and Other Current Liabilities

12 Months Ended

Dec. 31, 2023

Accrued Expenses And Other Current Liabilities [Abstract]

Accrued Expenses and Other Current Liabilities

21.

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Details of the Company’s accrued expenses and other current liabilities are summarized in the table below:


	December 31, 2023		December 31, 2022
Accrued acquisition and settlement of pre-existing relationships	$	—	$	100
Taxes - property and other		12,067		9,306
Other accrued expenses		26,323		29,021
Payroll liabilities		13,260		14,516
Other current liabilities		7,009		10,011
Construction in progress		—		1,620
Accrued expenses and other current liabilities	$	58,659	$	64,574

Current and Long-Term Debt - Schedule of Components of Current and Long Term Debt Obligations (Details) - USD ($) $ in Thousands			1 Months Ended	12 Months Ended
	Jul. 02, 2020	May 14, 2020	Dec. 31, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Long-Term Debt, Gross			$ 317,728	$ 317,728	$ 352,494	$ 185,254
Borrowing				8,050	169,750
Repayment of debt				(42,816)	(2,510)
Term Debt
Debt Instrument [Line Items]
Long-Term Debt, Gross			13,228	13,228	38,215	69,965
Borrowing	$ 4,000	$ 19,115
Conversion/Exchanges					(31,750)
Repayment of debt				(24,987)
2025 Convertible Notes
Debt Instrument [Line Items]
Long-Term Debt, Gross			74,500	74,500	74,500	74,500
Mortgage Note
Debt Instrument [Line Items]
Long-Term Debt, Gross			43,500	43,500	35,965	20,000
Borrowing				8,050	16,500
Repayment of debt				(515)	(535)
2023 Convertible Notes
Debt Instrument [Line Items]
Long-Term Debt, Gross			0	0	5,600	5,600
Repayment of debt			(5,600)	(5,600)
2026 Notes
Debt Instrument [Line Items]
Long-Term Debt, Gross			185,000	185,000	185,000
Borrowing					153,250
Conversion/Exchanges					31,750
Acquisition Related Real Estate Notes
Debt Instrument [Line Items]
Long-Term Debt, Gross			0	0	7,000	7,000
Repayment of debt				(7,000)
Acquisition Related Promissory Notes
Debt Instrument [Line Items]
Long-Term Debt, Gross			1,500	1,500	3,000	4,875
Repayment of debt				(1,500)	(1,875)
Acquisition Related Note Payable
Debt Instrument [Line Items]
Long-Term Debt, Gross			$ 0	0	3,214	$ 3,314
Repayment of debt				$ (3,214)	$ (100)

Divestitures - Additional Information (Details) - USD ($) $ in Millions		12 Months Ended
	Oct. 06, 2023	Dec. 31, 2023
Definitive Agreement
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gross proceeds of divested business		$ 7.0
Gross proceeds of divested business outstanding		$ 3.0
Utah Business Divestiture
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gross proceeds of divested business	$ 6.5
Gross proceeds of divested business due	3.9
Notes payable	$ 2.6

Subsequent Events - Additional Information (Details) - Subsequent Event - USD ($) $ in Millions	Mar. 07, 2024	Mar. 11, 2024
Subsequent Event [Line Items]
Conversion of note to equity		$ 10.0
Aggregate principal amount		$ 25.0
Interest rate		6.00%
Gross proceeds of divested business	$ 6.5
Notes payable	$ 2.6

Reverse Takeover Transaction and Public Filing Status - Schedule of Identifiable Assets Acquired and Liabilities (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Reverse Takeover Transaction [LineItem]
Cash	$ 35,764,000	$ 48,154,000	$ 82,198,000
Consideration paid	131,264
Value attributable to obtaining a listing status	11,071
CGGC
Reverse Takeover Transaction [LineItem]
Cash	120,193
Common shares held by CGGC shareholders	111,339
Warrants held by CGGC shareholders	$ 19,925

Schedule of Basic and Diluted Net Loss Per Share Attributable to the Company

Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Excludes cash and cash equivalents within disposal group and discontinued operation.

+ References + Details

Financial Instruments and Fair Value Measurements - Additional Information (Details)	12 Months Ended
	Dec. 31, 2023 USD ($)
Fair Value Disclosures [Abstract]
Fair value transfers of amounts between levels	$ 0

Earnings Per Share (Tables)

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

Basic and diluted net loss per share attributable to the Company was calculated as follows:


	Year Ended
	December 31, 2023			December 31, 2022			December 31, 2021
Numerator:
Net loss	$	(174,287	)	$	(421,481	)	$	(146,853	)
Less: Net loss attributable to non-controlling interests		1,425			(5,476	)		(3,756	)
Net loss attributable to shareholders	$	(175,712	)	$	(416,005	)	$	(143,097	)

Denominator:
Weighted average shares outstanding - basic and diluted		402,776,616			392,571,102			338,754,694
Loss per share - basic and diluted	$	(0.44	)	$	(1.06	)	$	(0.42	)

Schedule of Share Based Equity Awards Excluded from the Computation of Dilutive Loss Per Share


	Year Ended
	December 31, 2023		December 31, 2022		December 31, 2021
Warrants		—		—		1,115,902
Convertible Debt		11,479,199		13,362,177		17,780,750
Share based payment		—		—		10,103,325
		11,479,199		13,362,177		28,999,977

Other (Expense) Income, Net

12 Months Ended

Dec. 31, 2023

Other Income and Expenses [Abstract]

Other (Expense) Income, Net

23.

OTHER (EXPENSE) INCOME, NET

Details of the Company’s other (expense) income, net is summarized in the table below:


	Year ended
	December 31, 2023			December 31, 2022			December 31, 2021
Change in fair value of the derivative liability	$	(116	)	$	(6,560	)	$	(13,286	)
Acquisition and settlement of pre-existing relationships		—			—			75,655
(Gain) loss on remeasurement of contingent consideration		—			(37,362	)		(59,362	)
Loss on disposal group		6,122			—			—
Impairment of disposal group		—			—			2,000
Earnout adjustment		—			349			—
Loss on Restructuring		5,396			3,089			—
Loss on conversion of Convertible Notes		—			—			1,580
Other (income) expense, net		(188	)		6,605			(252	)
Rental income		(2,421	)		(3,564	)		—
Total other expense, net	$	8,793		$	(37,443	)	$	6,335

Income Taxes

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Income Taxes

14.

INCOME TAXES

The components of tax expense (benefit) were as follows:


	Year Ended
	December 31, 2023			December 31, 2022			December 31, 2021
Current tax expense
Federal	$	27,904		$	48,273		$	20,519
State		3,481			9,797			5,732
Total current tax expense		31,385			58,070			26,251
Deferred tax expense (benefit)
Foreign		(5,611	)		(4,326	)		(1,936	)
Federal		(18,404	)		(40,781	)		(15,008	)
State		(9,017	)		(28,502	)		(10,998	)
Total deferred tax expense (benefit)	$	(33,032	)	$	(73,609	)	$	(27,942	)
Change in Valuation Allowance - US		1,425			—			(106	)
Change in Valuation Allowance - Foreign		5,611			4,326			1,936
Provision (benefit) for income taxes	$	5,389		$	(11,213	)	$	139

The Company accounts for income taxes in accordance with ASC 740 – Income Taxes, under which deferred tax assets and liabilities are recognized based upon anticipated future tax consequences attributable to differences between financial statement carrying values and the tax bases for the respective items.

The Cannabist Company Holdings Inc. is organized in Canada but operates inside the United States. Due to the Company’s structure, the Company is subject to income tax both in the United States and Canada. The Company maintains full valuation allowances on its net operating losses at each of the foreign jurisdictions it operates in, resulting in a 0% effective tax rate for the foreign jurisdictions. The Company’s domestic effective tax rate for the years ended December 31, 2023, 2022, and 2021 were (3.2%), 2.6%, and (0.1%) respectively.

The reconciliation of the Company’s income tax expense (benefit) on income (loss) before taxes at the U.S. federal statutory rate compared to the Company’s effective tax rate was as follows:


	Year Ended
	December 31, 2023					December 31, 2022					December 31, 2021
Loss before provision for income taxes	$	(168,898	)			$	(432,694	)			$	(146,714	)

Tax using the company's domestic tax rate		(35,471	)	21.0	%		(90,866	)	21.0	%		(30,810	)	21.0	%
Tax effect of:
State taxes, net of federal benefits		(4,957	)	2.9	%		(20,744	)	4.8	%		(5,276	)	3.6	%
280E limitations		36,737		(21.8	)%		42,443		(9.8	)%		24,293		(16.6	)%
Non-deductible partnership income		2,602		(1.5	)%		2,799		(0.6	)%		1,141		(0.8	)%
Other Permanent Tax Differences		1,558		(0.9	)%		(3,956	)	0.9	%		(12,962	)	8.8	%
Share-based compensation		955		(0.6	)%		8,710		(2.0	)%		6,727		(4.6	)%
Change in tax status		—		—			—		—			(670	)	0.5	%
Other items		2,538					741		(0.2	)%		1,301		(0.9	)%
Provision to Return Adjustment		(2,126	)				13,825		(3.2	)%		1,207		(0.8	)%
Goodwill impairment		3,553		(2.1	)%		35,835		(8.3	)%		15,189		(10.4	)%
	$	5,389		(3.2	)%	$	(11,213	)	2.6	%	$	139		(0.1	)%

The Company operates in the legal cannabis industry but is subject to Section 280E of the Internal Revenue Code (“IRC”) which prohibits the Company from deducting non cost of goods sold related expenses. Section 280E was originally intended to penalize criminal market operators, but because cannabis remains a Schedule I controlled substance for Federal purposes, the IRS has subsequently applied Section 280E to state-legal cannabis businesses. Cannabis businesses operating in states that align their tax codes with the IRC are also unable to deduct normal business expenses from their state taxes. The result of Section 280E’s application to the Company results in permanent disallowance of ordinary and necessary business expenses. As a result of 280E the Company’s effective tax rate can be highly variable and may not necessarily correlate with pre-tax income or loss. The non-deductible expenses shown in the effective rate reconciliation above is comprised primarily of the impact of applying IRC Sec. 280E to the Company’s businesses that are involved in selling cannabis, along with other permanent tax adjustments as prescribed by relevant tax code.

The tax effects of the temporary differences giving rise to deferred tax assets and deferred tax liabilities as of December 31, 2023, 2022, and 2021 are summarized in the table below:


	Year Ended
	December 31, 2023			December 31, 2022			December 31, 2021
Deferred Tax Assets
Net Operating Loss Carryforwards	$	20,888		$	14,066		$	9,783
Derivative liability		65			125			3,426
Inventory		1,639			1,275			788
Stock Based Compensation		3,420			3,288			7,815
Capitalized Expenses		20,737			20,769			3,742
Reserves		2,622			2,741			22,897
Right of Use Assets		42,965			37,652			41,999
Sale Leaseback		1,554			1,552			1,630
Other Assets		1,965			1,626			1,142
Gross Deferred Tax Assets		95,855			83,094			93,222
Valuation Allowance		(16,238	)		(9,202	)		(4,876	)
Total Deferred Tax Assets, net	$	79,617		$	73,892		$	88,346

Deferred Tax Liabilities
Property, Plant and Equipment	$	748		$	(2,427	)	$	(2,399	)
Intangibles		(13,459	)		(32,661	)		(115,621	)
Accruals		(90	)		(91	)		(1,126	)
Debt discount		(3,556	)		(5,712	)		(7,784	)
Right of Use Liabilities		(40,290	)		(35,904	)		(40,893	)
Gross Deferred Tax Liabilities	$	(56,647	)	$	(76,795	)	$	(167,823	)
Net Deferred Tax Liabilities	$	—		$	2,903		$	79,477
Net Deferred Tax Assets	$	22,970		$	—		$	—

Deferred tax assets are reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company’s management assesses both positive and negative evidence regarding the Company’s ability to realize its deferred tax assets and records a valuation allowance when it is more likely than not that deferred tax assets will not be realized. The valuation allowance as of December 31, 2023, 2022, and 2021 are $16,238, $9,202, and $4,876 respectively. The total change in the 2023 and 2022 valuation allowance, which was an increase of $7,036 and $4,326 respectively, is related to foreign activity and other activities.

During the year ended December 31, 2023 the company recorded a deferred tax asset pertaining to a deemed asset acquisition. The future tax benefit related to this acquisition is expected to be subject to 280E.

As of December 31, 2023, the Company has $0 of gross federal net operating loss carryforwards which will not expire. The Company has $55,563 of gross state net operating loss carryforwards which begin to expire in 2036. The company has $60,605 of gross foreign net operating loss carryforwards which begin to expire in 2027.

Under Internal Revenue Code Section 382, utilization of net operating losses may be subject to annual limitations in the event of any significant future changes in its ownership structure. These annual limitations could adversely affect the company and result in the expiration of net operating losses prior to utilization.

The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal, state, and foreign jurisdictions, where applicable. Such examinations may result in future tax, penalty, and interest assessments by the respective taxing jurisdictions. For uncertain tax positions the Company believes does not meet the more likely that not threshold of being sustained upon examination by the relevant taxing authorities, the Company records a tax reserve in the period in which it arises. The Company adjusts its unrecognized tax benefit liability and provision for income taxes in the period in which the uncertain tax position is settled, the statute of limitations expires for taxing authority to examine the position or when new information becomes available that requires a change in the recognition and/or measurement of the liability.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:


Balance as of December 31, 2020	$	5,221
Increases (Decreases) for prior years		183
Reductions for Expiration of Statute of Limitations		(1,293	)
Balance as of December 31, 2021		4,111
Reductions for Expiration of Statute of Limitations		(1,337	)
Balance as of December 31, 2022	$	2,774
Reductions for Expiration of Statute of Limitations		(761	)
Balance as of December 31, 2023	$	2,013

As of December 31, 2023 and 2022, the company had $2,013 and $2,774 respectively of gross unrecognized tax benefits, $0 and $0 respectively of which would impact the effective income tax rate if recognized. As of December 31, 2023, 2022, and 2021 the Company recognized interest and penalties related to uncertain tax positions of $903, $554, and $800 respectively. The unrecognized tax benefits recorded by the company relate to historical tax positions taken by businesses previously acquired by the Company. The Company is subject to indemnification of any assessments related to these specific positions and has established a receivable for the same amount of the reserve. The US federal statute of limitations remains open for the tax year 2019 through the present. The state return statute of limitations generally remains open for the tax year 2019 through the present.

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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