0000950170-23-010606 | 10-K | XBRL Viewer

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Earnings Per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Share based equity awards excluded from the computation of dilutive loss per share	13,362,177	28,999,977	39,921,321
Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Share based equity awards excluded from the computation of dilutive loss per share	0	1,115,902	13,147,919
Options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Share based equity awards excluded from the computation of dilutive loss per share	0	0	55,384
Convertible Debt
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Share based equity awards excluded from the computation of dilutive loss per share	13,362,177	17,780,750	6,670,449
Share based payment
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Share based equity awards excluded from the computation of dilutive loss per share	0	10,103,325	20,047,569

Prepaid Expenses and Other Current Assets (Tables)

12 Months Ended

Dec. 31, 2022

Prepaid Expense And Other Assets Current [Abstract]

Schedule of 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, 2022		December 31, 2021
Prepaid expenses	$	7,151		15,362
Short term deposits		1,814		6,960
Other current assets		12,286		5,822
Excise and sales tax receivable		691		1,108
Prepaid expenses and other current assets	$	21,942	$	29,252

Inventory

12 Months Ended

Dec. 31, 2022

Inventory Disclosure [Abstract]

Inventory

INVENTORY

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


	December 31, 2022		December 31, 2021
Accessories and supplies	$	1,506	$	815
Work-in-process - cannabis in cures and final vault		92,963		52,519
Finished goods - dried cannabis, concentrate and edible products		33,436		41,233
Total inventory	$	127,905	$	94,567

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 $11,066, $0, and $0 write-down during the year ended December 31, 2022, 2021 and 2020 respectively.

Reverse Takeover Transaction and Public Filing Status - Schedule of Identifiable Assets Acquired and Liabilities (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Reverse Takeover Transaction [LineItem]
Cash	$ 48,154,000	$ 82,198,000	$ 61,111,000
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

Current and Long-Term Debt - Schedule of Components of Current and Long Term Debt Obligations (Details) - USD ($) $ in Thousands			12 Months Ended
	Jul. 02, 2020	May 14, 2020	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Debt Instrument Carrying Amount			$ 352,494	$ 185,254	$ 97,501
Borrowing			169,750	94,500
Acquisition related				16,363
Conversion/Exchanges				(13,160)
Repayment of debt			(2,510)	9,950
Term Debt
Debt Instrument [Line Items]
Debt Instrument Carrying Amount			38,215	69,965	69,965
Borrowing	$ 4,000	$ 19,115
Conversion/Exchanges			(31,750)
2025 Convertible Notes
Debt Instrument [Line Items]
Debt Instrument Carrying Amount			74,500	74,500
Borrowing				74,500
Mortgage Note
Debt Instrument [Line Items]
Debt Instrument Carrying Amount			35,965	20,000
Borrowing			16,500	20,000
Repayment of debt			535
2023 Convertible Notes
Debt Instrument [Line Items]
Debt Instrument Carrying Amount			5,600	5,600	18,760
Conversion/Exchanges				(13,160)
2026 Notes
Debt Instrument [Line Items]
Debt Instrument Carrying Amount			185,000
Borrowing			153,250
Conversion/Exchanges			31,750
Acquisition Related Real Estate Notes
Debt Instrument [Line Items]
Debt Instrument Carrying Amount			7,000	7,000
Acquisition related				7,000
Acquisition Related Promissory Notes
Debt Instrument [Line Items]
Debt Instrument Carrying Amount			3,000	4,875	$ 8,776
Acquisition related				6,000
Repayment of debt			1,875	9,901
Acquisition Related Note Payable
Debt Instrument [Line Items]
Debt Instrument Carrying Amount			3,214	3,314
Acquisition related				3,363
Repayment of debt			$ 100	$ 49

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, 2022	Dec. 31, 2021	Dec. 31, 2020	Aug. 15, 2023	Aug. 15, 2022
Business Acquisition [Line Items]
Prepaid expenses and other current assets			$ 28,424,000						$ 21,942,000	$ 29,252,000
Tenant receivable									10,087,000	18,302,000
Discount rate of contigent consideration													23.44%
(Gain) / loss on remeasurement of contingent consideration									$ (37,362,000)	(59,362,000)	$ 21,757,000
Interest rate									13.00%
Cash consideration								$ 9,500,000
Debt discount									$ 12,483,000	19,301,000
Contingent gain										$ 8,524,000
Refund Receivable										2,992,530
Additional purchase consideration								$ 228,000
Common stock, shares issued									391,238,484	361,423,270
Debt									$ 329,020,000	$ 160,901,000
Revenue									511,578,000	460,080,000	179,503,000
Net loss									(421,481,000)	(146,853,000)	$ (119,649,000)
Forecast
Business Acquisition [Line Items]
Discount rate of contigent consideration												38.76%
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
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

Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Dec. 31, 2022	Mar. 23, 2023	Jun. 30, 2022
Cover [Abstract]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2022
Document Fiscal Period Focus	FY
Document Fiscal Period Focus	2022
Entity Registrant Name	COLUMBIA CARE 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	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	true
ICFR Auditor Attestation Flag	false
Entity Ex Transition Period	true
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		401,723,839
Entity Public Float			$ 660,754,655
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.

Property and Equipment

12 Months Ended

Dec. 31, 2022

Property Plant And Equipment [Abstract]

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, 2022			December 31, 2021
Land and buildings	$	128,389		$	113,736
Furniture and fixtures		8,773			8,564
Equipment		38,467			36,052
Computers and software		3,537			2,914
Leasehold improvements		193,454			145,259
Construction in process		56,398			86,326
Total property and equipment, gross		429,018			392,851
Less: Accumulated depreciation		(71,025	)		(53,159	)
Total property and equipment, net	$	357,993		$	339,692


	Year ended
	December 31, 2022		December 31, 2021		December 31, 2020
Total depreciation expense for year ended	$	32,059	$	22,325	$	14,891
Included in:
Costs of sales related to inventory production	$	18,565	$	12,853		8,840
Selling, general and administrative expenses	$	13,494	$	9,472		6,051

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, 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
Business acquisitions																				—
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	)


	Land and buildings		Furniture and fixtures		Equipment			Computers and software		Leasehold improvements			Construction in process			Total
Cost
Balance, December 31, 2020	$	3,757	$	6,970	$	22,955		$	1,986	$	98,380		$	11,338		$	145,386
Additions		62,122		839		8,449			603		32,864			80,032			184,909
Business acquisitions		47,857		194		3,586			233		11,161			1,360			64,391
Disposals		—		—		(695	)		—		—			(100	)		(795	)
Transferred to assets held for sale		—		—		—			—		(1,040	)		—			(1,040	)
Other transfers		—		561		1,757			92		3,894			(6,304	)		—
Balance, December 31, 2021	$	113,736	$	8,564	$	36,052		$	2,914	$	145,259		$	86,326		$	392,851


	Land and buildings			Furniture and fixtures			Equipment			Computers and software			Leasehold improvements			Construction in process		Total
Accumulated depreciation
Balance, December 31, 2020	$	(202	)	$	(1,626	)	$	(7,194	)	$	(664	)	$	(21,300	)	$	—	$	(30,986	)
Depreciation		(786	)		(1,411	)		(5,393	)		(544	)		(14,191	)		—		(22,325	)
Disposals		—			—			152			—			—			—		152
Transferred to assets held for sale		—			—			—			—			—			—		—
Balance, December 31, 2021	$	(988	)	$	(3,037	)	$	(12,435	)	$	(1,208	)	$	(35,491	)	$	—	$	(53,159	)

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.

During the year ended December 31, 2021, the Company began construction to expand the Saxton, Pennsylvania cultivation site and completed the majority of construction in the year ended December 31, 2022. During the year ended December 31, 2021, the Company also acquired two real estate properties in California and a cultivation site together with a greenhouse structure in New York as described below.

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.

Financial Instruments and Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

Schedule of Financial Instruments Measured at Fair Value

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, 2022
Derivative liability	$	—	$	—	$	(235	)	$	(235	)
Contingent consideration		—		—		—			—
	$	—	$	—	$	(235	)	$	(235	)

December 31, 2021
Derivative liability	$	—	$	—	$	(6,795	)	$	(6,795	)
Contingent consideration		—		—		(40,941	)		(40,941	)
	$	—	$	—	$	(47,736	)	$	(47,736	)

Other Non-Current Assets

12 Months Ended

Dec. 31, 2022

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, 2022		December 31, 2021
Long term deposits	$	8,090	$	5,602
Indemnification receivable		2,774		4,111
Investment in affiliates		775		776
Restricted cash		1,335		335
Notes receivable		2,148		2,211
Other non-current assets	$	15,122	$	13,035

Promissory notes receivables - Additional Information (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Jun. 11, 2021	Dec. 31, 2019
Defined Benefit Plan Disclosure [Line Items]
Interest rate	13.00%
Prepaid expenses and other current assets	$ 21,942	$ 29,252	$ 28,424
Notes receivable-long-term	2,148	2,211
Balboa Blvd LLC
Defined Benefit Plan Disclosure [Line Items]
Interest rate				4.50%
Notes Payable	2,211	2,272
Prepaid expenses and other current assets	63	60
Aggregate principal amount				$ 2,420
Notes receivable-long-term	$ 2,148	$ 2,211

Inventory (Tables)

12 Months Ended

Dec. 31, 2022

Inventory Disclosure [Abstract]

Schedule of Inventory

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


	December 31, 2022		December 31, 2021
Accessories and supplies	$	1,506	$	815
Work-in-process - cannabis in cures and final vault		92,963		52,519
Finished goods - dried cannabis, concentrate and edible products		33,436		41,233
Total inventory	$	127,905	$	94,567

Selling, General and Administrative Expenses - Summary of Selling, General and Administrative Expenses (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Selling General And Administrative Expense [Abstract]
Salaries and benefits	$ 125,702	$ 107,081	$ 73,762
Professional fees	19,208	21,440	17,887
Depreciation and amortization	59,470	36,321	6,053
Operating facilities costs	42,631	31,562	19,332
Operating office and general expenses	9,879	14,691	10,157
Advertising and promotion	14,173	16,255	6,083
Other fees and expenses	6,267	4,702	9,081
Total selling, general and administrative expenses	$ 277,330	$ 232,052	$ 142,355

Other Non-Current Assets - Schedule of Other Non-Current Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Other Assets Noncurrent [Abstract]
Long term deposits	$ 8,090	$ 5,602
Indemnification receivable	2,774	4,111
Investment in affiliates	775	776
Restricted cash	1,335	335
Notes receivable	2,148	2,211
Other non-current assets	$ 15,122	$ 13,035

Acquisitions - Recognized Amounts of Identifiable Assets Acquired and Liabilities Assumed, Less Cash and Cash Equivalents Acquired (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Nov. 01, 2021	Jun. 11, 2021	May 04, 2021	Jan. 06, 2021	Dec. 01, 2020
Assets acquired:
Goodwill	$ 19,274	$ 184,018
Green Leaf Medical \| As adjusted
Assets acquired:
Accounts receivable				$ 4,365
Inventory				17,863
Prepaid expenses and other current assets				31,178
Property and equipment				52,236
Right of use assets				1,876
Goodwill				101,735
Intangible assets				224,335
Accounts payable				(4,080)
Accrued expenses and other current liabilities				(22,618)
Note payable				2,088
Lease liabilities				(1,876)
Other long-term liabilities				(65,694)
Deferred tax liabilities				(83,953)
Consideration transferred				253,279
Green Leaf Medical \| As previously reported
Assets acquired:
Accounts receivable				4,660
Inventory				13,659
Prepaid expenses and other current assets				31,687
Property and equipment				52,070
Right of use assets				1,876
Goodwill				164,004
Intangible assets				142,858
Accounts payable				(4,080)
Accrued expenses and other current liabilities				(22,597)
Note payable				2,344
Lease liabilities				(1,876)
Other long-term liabilities				(62,161)
Deferred tax liabilities				(36,791)
Consideration transferred				280,965
Green Leaf Medical \| Measurement period adjustments
Assets acquired:
Accounts receivable				(295)
Inventory				4,204
Prepaid expenses and other current assets				(509)
Property and equipment				166
Right of use assets				0
Goodwill				(62,269)
Intangible assets				81,477
Accounts payable				0
Accrued expenses and other current liabilities				(21)
Note payable				256
Lease liabilities				0
Other long-term liabilities				(3,533)
Deferred tax liabilities				(47,162)
Consideration transferred				$ (27,686)
Medicine Man \| As adjusted
Assets acquired:
Inventory			$ 3,611
Prepaid expenses and other current assets			397
Option deposit			0
Property and equipment			1,498
Right of use assets			818
Goodwill			15,807
Intangible assets			30,370
Accounts payable			696
Accrued expenses and other current liabilities			1,910
Lease liabilities			1,438
Deferred tax liabilities			8,822
Consideration transferred			39,635
Medicine Man \| As previously reported
Assets acquired:
Inventory			3,611
Prepaid expenses and other current assets			397
Option deposit			5,899
Property and equipment			1,498
Right of use assets			818
Goodwill			9,908
Intangible assets			30,370
Accounts payable			(696)
Accrued expenses and other current liabilities			1,910
Lease liabilities			1,438
Deferred tax liabilities			(8,822)
Consideration transferred			39,635
Medicine Man \| Measurement period adjustments
Assets acquired:
Option deposit			(5,899)
Goodwill			5,899
Consideration transferred			$ 0
The Healing Center San Diego \| As adjusted
Assets acquired:
Inventory						$ 597
Prepaid expenses and other current assets						91
Property and equipment						619
Right of use assets						635
Goodwill						4,652
Intangible assets						10,987
Other long term assets						466
Accounts payable						(133)
Accrued expenses and other current liabilities						(260)
Lease liabilities						(635)
Other long-term liabilities						(466)
Deferred tax liabilities						(3,136)
Consideration transferred						13,417
The Healing Center San Diego \| As previously reported
Assets acquired:
Inventory						597
Prepaid expenses and other current assets						91
Property and equipment						619
Right of use assets						635
Goodwill						4,303
Intangible assets						10,987
Other long term assets						0
Accounts payable						(133)
Accrued expenses and other current liabilities						(260)
Lease liabilities						(635)
Other long-term liabilities						0
Deferred tax liabilities						(2,787)
Consideration transferred						13,417
The Healing Center San Diego \| Measurement period adjustments
Assets acquired:
Inventory						0
Prepaid expenses and other current assets						0
Property and equipment						0
Right of use assets						0
Goodwill						349
Intangible assets						0
Other long term assets						466
Accounts payable						0
Accrued expenses and other current liabilities						0
Lease liabilities						0
Other long-term liabilities						(466)
Deferred tax liabilities						(349)
Consideration transferred						$ 0
Project Cannabis
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
Other long-term liabilities							(5,221)
Deferred tax liabilities							(5,340)
Consideration transferred							$ 38,380
Corsa Verde \| As adjusted
Assets acquired:
Accounts receivable					$ 181
Inventory					304
Property and equipment					1,250
Intangible assets					3,654
Accounts payable					(319)
Accrued expenses and other current liabilities					(5)
Deferred tax liabilities					0
Consideration transferred					5,065
Corsa Verde \| As previously reported
Assets acquired:
Accounts receivable					181
Inventory					304
Property and equipment					1,250
Intangible assets					4,812
Accounts payable					(319)
Accrued expenses and other current liabilities					(5)
Deferred tax liabilities					(1,158)
Consideration transferred					5,065
Corsa Verde \| Measurement period adjustments
Assets acquired:
Accounts receivable					0
Inventory					0
Property and equipment					0
Intangible assets					(1,158)
Accounts payable					0
Accrued expenses and other current liabilities					0
Deferred tax liabilities					(1,158)
Consideration transferred					$ 0

Income Taxes - 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 (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Loss before provision for income taxes	$ (432,694)	$ (146,714)	$ (135,846)
Tax using the company's domestic tax rate	(90,866)	(30,810)	(28,540)
State taxes, net of federal benefits	(20,744)	(5,276)	(273)
280E	42,443	24,293	11,410
Non-deductible partnership income	2,799	1,141	2,601
Other permanent tax differences	(3,956)	(12,962)	7,936
Share-based compensation	8,710	6,727	2,125
Change in tax status	0	(670)	291
Other items	741	1,301	(699)
FIN 48	0	0	0
Provision to return adjustment	13,825	1,207	(336)
Goodwill impairment	35,835	15,189	0
Other	0	0	(10,712)
Provision for income taxes	$ (11,213)	$ 139	$ (16,197)
Tax using the company's domestic tax rate, percentage	21.00%	21.00%	21.00%
State taxes, net of federal benefits, percentage	4.80%	3.60%	0.20%
280E, percentage	(9.80%)	(16.60%)	(8.40%)
Non-deductible partnership income, Percentage	(0.60%)	(0.80%)	(1.90%)
Other permanent tax differences, percentage	0.90%	8.80%	(5.80%)
Share-based compensation, Percentage	(2.00%)	(4.60%)	(1.60%)
Change in tax status, percentage	0.00%	0.50%	(0.20%)
Other items, percentage	(0.20%)	(0.90%)	0.50%
FIN 48, percentage	0.00%	0.00%	0.00%
Provision to return adjustment, percentage	(3.20%)	(0.80%)	0.20%
Goodwill impairment, percentage	(8.30%)	(10.40%)	0.00%
Other, percentage	0.00%	0.00%	7.90%
Provision for income tax, percentage	2.60%	(0.10%)	11.90%

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, 2022	Dec. 31, 2021	Dec. 31, 2020
Deferred Tax Assets
Net operating loss carryforwards	$ 14,066	$ 9,783	$ 3,244
Derivative liability	125	3,426	0
Inventory	1,275	788	0
Stock-based compensation	3,288	7,815	12,695
Capitalized expenses	20,769	3,742	2,381
Reserves	2,741	22,897	3,217
Right of use assets	37,652	41,999	25,995
Sale leaseback	1,552	1,630	1,448
Other	1,626	1,142	2,137
Deferred Tax Assets, Gross, Total	83,094	93,222	51,117
Valuation allowance	(9,202)	(4,876)	(3,046)
Total deferred tax assets, net	73,892	88,346	48,071
Deferred Tax Liabilities
Property, plant and equipment	(2,427)	(2,399)	(1,664)
Intangibles	(32,661)	(115,621)	(21,742)
Accruals	(91)	(1,126)	0
Debt discount	(5,712)	(7,784)	0
Right of use liabilities	(35,904)	(40,893)	(25,644)
Other liabilities	0	0	(1,368)
Gross deferred tax liabilities	(76,795)	(167,823)	(50,418)
Net deferred tax liabilities	$ 2,903	79,477	2,347
Net deferred tax assets		$ 0	$ 0

Summary of Significant Accounting

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Summary of Significant Accounting

SUMMARY OF SIGNIFICANT ACCOUNTING

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, 2022, 2021 and 2020, the Company reported a consolidated net loss of $(416,005), $(143,097) and $(95,787), respectively. For the years ended December 31, 2022, 2021 and 2020 the Company had cash flows used in operating activities of $(111,401), $(523) and $(49,650), respectively. As of December 31, 2022 and 2021, the Company had working capital of $34,059 and $(17,558), 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 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

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, 2022, 2021, and 2020. Long-lived assets located outside of the United States of America are immaterial as on December 31, 2022 and 2021.

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, 2022			December 31, 2021			December 31, 2020
Colorado		18.4	%		21.8	%		21.3	%
Pennsylvania	*				11.5	%		19.5	%
California	*				11.5	%	*
Massachusetts	*				10.3	%		19.8	%
Virginia		10.4	%	*			*
New York	*			*			*

* 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, 2022 and 2021, 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. The Company defines each state in which it operates as its reporting unit. Goodwill is allocated to each identified reporting unit, which is the state (one level below the operating segment).

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 as of October 1, 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 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, 2022, 2021 and 2020 the Company incurred $14,173, $16,255, and $6,083 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, 2022		December 31, 2021		December 31, 2020
Dispensary	$	438,879	$	376,582	$	164,011
Cultivation and wholesale		72,580		83,180		15,347
Other		119		318		145
	$	511,578	$	460,080	$	179,503

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, 2022, 2021, and 2020, the Company netted discounts of $106,765, $61,171, and $19,507, 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 Columbia Care’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, 2022 and 2021, the Company earned a revenue of $4,520 and $4,524 from the CNC program. These revenues are included in the retail revenues mentioned above. As of December 31, 2022 and 2021, in connection with the revenues generated from the CNC card, the Company has accounts receivable of $1,437 and $1,173, net of an allowance of bad debts of $638 and $384. These receivables are included within the line item on the consolidated balance sheets. During the years ended December 31, 2022 and 2021, the Company incurred expenses of $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 $4,083 and $2,956 as of December 31, 2022 and 2021, respectively, and were recorded within accrued expenses and other current liabilities in the consolidated balance sheets.

During the year ended December 31, 2022, the Company recognized $12,890 as net revenue from amounts recorded as deferred income in prior periods. During the years ended December 31, 2021, and 2020 the company recognized $6,591 and $0 respectively as net revenues from amounts recorded as deferred income in prior periods. The deferred income balance as of December 31, 2022 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. Additionally, cost of sales includes the costs associated with certain free or heavily discounted products. These incentive costs are recognized at the same time that the Company recognizes the related revenue.

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 December 2019, the FASB issued ASU No. 2019-12 Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The update contains a number of provisions intended to simplify the accounting for income taxes. The update is effective for fiscal years beginning after December 15, 2020, with early adoption permitted. The Company adopted the guidance in Topic 740 beginning January 1, 2021. The adoption did not have a material impact on the Company’s consolidated financial statements.

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. The Company is evaluating the impact of this update on its consolidated financial statements.

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 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 updated 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.

Reclassification

Certain reclassifications have been made to conform the prior years consolidated financial statements and notes to the current year presentation. These reclassifications do not impact the gross margin, loss from operations, loss before provision for income taxes and net loss and comprehensive loss presented on the consolidated statements of operations and comprehensive loss.

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 judgement are as follows:

(1) Use of the valuation approach described below may involve uncertainties and determinations based on the Company’s judgment and any value estimated from these techniques may not be realized or realizable.

(2) 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.

(3) Goodwill and indefinite-lived 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.

(4) 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.

(5) 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.

(6) Convertible debentures – The fair value of Convertible Debentures where the Company had elected the fair value option are determined using the Black-Scholes option pricing model. Assumptions and estimates are made in determining an appropriate conversion price, volatility, dividend yield, and the fair value of common stock. There is judgement in assessing what portion of the gain or loss, if any, relates to the change in the instrument-specific credit risk.

Income Taxes

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Income Taxes

14.

INCOME TAXES

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


	Year Ended
	December 31, 2022			December 31, 2021			December 31, 2020
Current tax expense
Federal	$	48,273		$	20,519		$	3,979
State		9,797			5,732			822
Total current tax expense		58,070			26,251			4,801
Deferred tax expense (benefit)
Foreign		(4,326	)		(1,936	)		(2,289	)
Federal		(40,781	)		(15,008	)		(8,897	)
State		(28,502	)		(10,998	)		(1,400	)
Total deferred tax expense (benefit)		(73,609	)		(27,942	)		(12,586	)
Change in Valuation Allowance - US					(106	)		(10,701	)
Change in Valuation Allowance - Foreign		4,326			1,936			2,289
Provision for income taxes	$	(11,213	)	$	139		$	(16,197	)

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.

Columbia Care 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, 2022, 2021 and 2020 were 2.6%, (0.1%), and 11.9% 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:


		December 31, 2022			December 31, 2021			December 31, 2020
Loss before provision for income taxes	$	(432,694)		$	(146,714)		$	(135,846)
Tax using the company's domestic tax rate		(90,866)	21.0%		(30,810)	21.0%		(28,540)	21.0%
Tax effect of:


State taxes, net of federal benefits		(20,744)	4.8%		(5,276)	3.6%		(273)	0.2%
280E		42,443	(9.8)%		24,293	(16.6)%		11,410	(8.4)%
Non-deductible partnership income		2,799	(0.6)%		1,141	(0.8)%		2,601	(1.9)%
Other Permanent Tax Differences		(3,956)	0.9%		(12,962)	8.8%		7,936	(5.8)%
Share-based compensation		8,710	(2.0)%		6,727	(4.6)%		2,125	(1.6)%
Change in tax status		—	—		(670)	0.5%		291	(0.2)%
Other items		741	(0.2)%		1,301	(0.9)%		(699)	0.5%
FIN 48		—	—		—	—		—	—
Provision to Return Adjustment		13,825	(3.2)%		1,207	(0.8)%		(336)	0.2%
Goodwill impairment		35,835	(8.3)%		15,189	(10.4)%		—	—
Other		—	—		—	—		(10,712)	7.9%
	$	(11,213)	2.6%	$	139	(0.1)%	$	(16,197)	11.9%

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 31,2022, 2021, and 2020 are summarized in the table below:


	Year Ended
	December 31, 2022			December 31, 2021			December 31, 2020
Deferred Tax Assets
Net Operating Loss Carryforwards	$	14,066		$	9,783		$	3,244
Derivative liability		125			3,426			—
Inventory		1,275			788			—
Stock Based Compensation		3,288			7,815			12,695
Capitalized Expenses		20,769			3,742			2,381
Reserves		2,741			22,897			3,217
Right of Use Assets		37,652			41,999			25,995
Sale Leaseback		1,552			1,630			1,448
Other Assets		1,626			1,142			2,137
Gross Deferred Tax Assets		83,094			93,222			51,117
Valuation Allowance		(9,202	)		(4,876	)		(3,046	)
Total Deferred Tax Assets, net		73,892			88,346			48,071

Deferred Tax Liabilities
Property, Plant and Equipment		(2,427	)		(2,399	)		(1,664	)
Intangibles		(32,661	)		(115,621	)		(21,742	)
Accruals		(91	)		(1,126	)		—
Debt discount		(5,712	)		(7,784	)		—
Right of Use Liabilities		(35,904	)		(40,893	)		(25,644	)
Other Liabilities		—			—			(1,368	)
Gross Deferred Tax Liabilities	$	(76,795	)	$	(167,823	)	$	(50,418	)
Net Deferred Tax Liabilities	$	2,903		$	79,477		$	2,347
Net Deferred Tax Assets					—			—

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, 2022, 2021, and 2020 are $9,202, $4,876, and $3,046 respectively. The total change in the 2022 and 2021 valuation allowance, which was an increase of $4,326 and $1,830 respectively, is related to foreign activity and other activities.

During the year ended December 31, 2022 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, 2022, the Company has $1,453 of gross federal net operating loss carryforwards which will not expire. The Company has $33,599 of gross state net operating loss carryforwards which begin to expire in 2036. The company has $40,680 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, 2019	$	—
Increases (Decreases) for current year		2,095
Increases (Decreases) for prior years		3,126
Settlements		—
Reductions for Expiration of Statute of Limitations		—
Balance as of December 31, 2020		5,221
Increases (Decreases) for current year		—
Increases (Decreases) for prior years		183
Settlements		—
Reductions for Expiration of Statute of Limitations		(1,293	)
Balance as of December 31, 2021	$	4,111
Increases (Decreases) for current year		—
Increases (Decreases) for prior years		—
Settlements		—
Reductions for Expiration of Statute of Limitations		(1,337	)
Balance as of December 31, 2022	$	2,774

As of December 31, 2022 and 2021, the company had $2,774 and $4,111 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, 2022, 2021, and 2020 the Company recognized interest and penalties related to uncertain tax positions of $554, $800, and $903 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.

- Definition

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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI https://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Statement Of Financial Position [Abstract]
Accounts receivable, allowances	$ 3,142	$ 2,542
Common stock, par value	$ 0	$ 0
Common Stock Shares Authorized Unlimited	Unlimited	Unlimited
Common stock, shares issued	391,238,484	361,423,270
Common stock, shares outstanding	391,238,484	361,423,270
Preferred stock, par value	$ 0	$ 0
Preferred Stock Shares Authorized Unlimited	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	Unlimited
Proportionate voting shares, issued	10,009,819	14,729,636
Proportionate voting shares, outstanding	10,009,819	14,729,636

Share-Based Payment Arrangements - Schedule of Award Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
RSU
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Nonvested, Beginning balance	10,776,448	11,995,751
Granted	10,242,081	3,564,365
Forfeited	(887,780)	(1,310,433)
Vested	(3,746,281)	(3,473,235)
Nonvested, Ending balance	16,384,468	10,776,448	11,995,751
Weighted-average grant date fair value, nonvested, Beginning balance	$ 3.96	$ 3.64
Weighted average grant date fair value, granted	2.79	6.88
Weighted average grant date fair value, forfeited	1.84	5.48
Weighted average grant date fair value, vested	6.75	5.27
Weighted-average grant date fair value, nonvested, Ending balance	$ 2.71	$ 3.96	$ 3.64
Stock-based compensation	$ 18,856	$ 14,500	$ 16,279
PSU and TSR Activity
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Nonvested, Beginning balance	7,826,292	8,051,818	5,259,408
Granted	2,209,892	655,093	2,980,751
Forfeited	(2,209,892)	(765,662)	(188,341)
Vested	(518,029)	(114,957)
Nonvested, Ending balance	7,308,263	7,826,292	8,051,818
Weighted-average grant date fair value, nonvested, Beginning balance	$ 4.61	$ 4.42	$ 5.66
Weighted average grant date fair value, granted	2.97	7.81	2.43
Weighted average grant date fair value, forfeited	2.97	5.78	7.44
Weighted average grant date fair value, vested	2.32	2.07
Weighted-average grant date fair value, nonvested, Ending balance	$ 4.77	$ 4.61	$ 4.42
Stock-based compensation	$ 8,812	$ 9,237	$ 8,944
CAP and RSA
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation	$ 262	$ 1,345	$ 4,484
RSA
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Nonvested, Beginning balance	175,426	727,478
Forfeited	(13,506)	(65,464)
Vested	(161,920)	(486,588)
Nonvested, Ending balance	0	175,426	727,478
Weighted-average grant date fair value, nonvested, Beginning balance	$ 7.38	$ 7.19
Weighted average grant date fair value, forfeited	8.33	12.12
Weighted average grant date fair value, vested	7.74	6.46
Weighted-average grant date fair value, nonvested, Ending balance	$ 0	$ 7.38	$ 7.19
IIP
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Nonvested, Beginning balance	0	0	629,277
Forfeited			(23,612)
Vested			(605,665)
Nonvested, Ending balance	0	0	0
Weighted-average liquidation value, nonvested, Beginning balance	$ 0	$ 0	$ 51.29
Weighted-average liquidation value, Units forfeited			61.98
Weighted-average liquidation value, Units converted to RSUs			50.87
Weighted-average liquidation value, nonvested, Ending balance	$ 0	$ 0	$ 0

Accrued Expenses and Other Current Liabilities (Tables)

12 Months Ended

Dec. 31, 2022

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, 2022		December 31, 2021
Accrued acquisition and settlement of pre-existing relationships	$	100	$	86,596
Taxes - property and other		9,306		14,062
Other accrued expenses		29,021		6,035
Payroll liabilities		14,516		12,799
Other current liabilities		10,011		4,673
Construction in progress		1,620		2,789
Accrued expenses and other current liabilities	$	64,574	$	126,954

Reverse Takeover Transaction and Public Filing Status (Tables)

12 Months Ended

Dec. 31, 2022

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	%

Accrued Expenses and Other Current Liabilities

12 Months Ended

Dec. 31, 2022

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, 2022		December 31, 2021
Accrued acquisition and settlement of pre-existing relationships	$	100	$	86,596
Taxes - property and other		9,306		14,062
Other accrued expenses		29,021		6,035
Payroll liabilities		14,516		12,799
Other current liabilities		10,011		4,673
Construction in progress		1,620		2,789
Accrued expenses and other current liabilities	$	64,574	$	126,954

Current and Long-Term Debt - Schedule of Current and Long-Term Obligations, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Long-term debt, gross	$ 352,494	$ 185,254	$ 97,501
Unamortized debt discount	(12,483)	(19,301)
Unamortized deferred financing costs	(11,016)	(5,379)
Unamortized debt premium	25	327
Total debt, net	329,020	160,901
Less current portion, net	(47,315)	(1,884)
Long-term debt, net	281,705	159,017
2026 Notes
Debt Instrument [Line Items]
Long-term debt, gross	185,000
Term Debt
Debt Instrument [Line Items]
Long-term debt, gross	38,215	69,965	69,965
2025 Convertible Notes
Debt Instrument [Line Items]
Long-term debt, gross	74,500	74,500
Mortgage Note
Debt Instrument [Line Items]
Long-term debt, gross	35,965	20,000
2023 Convertible Notes
Debt Instrument [Line Items]
Long-term debt, gross	5,600	5,600	18,760
Acquisition Related Real Estate Notes
Debt Instrument [Line Items]
Long-term debt, gross	7,000	7,000
Acquisition Related Promissory Notes
Debt Instrument [Line Items]
Long-term debt, gross	3,000	4,875	$ 8,776
Acquisition Related Term Debt
Debt Instrument [Line Items]
Long-term debt, gross	$ 3,214	$ 3,314

Reverse Takeover Transaction and Public Filing Status - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	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

Summary of Significant Accounting - Schedule of Revenues Disaggregated (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Disaggregation Of Revenue [Line Items]
Revenue	$ 511,578	$ 460,080	$ 179,503
Dispensary
Disaggregation Of Revenue [Line Items]
Revenue	438,879	376,582	164,011
Cultivation and wholesale
Disaggregation Of Revenue [Line Items]
Revenue	72,580	83,180	15,347
Other
Disaggregation Of Revenue [Line Items]
Revenue	$ 119	$ 318	$ 145

- Definition

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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9031-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9038-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 4
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130543-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9054-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 5
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130545-203045

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 924
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-URI https://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

+ Details

Warrants - Schedule of Warrant Activity (Details) - $ / shares	1 Months Ended	12 Months Ended
	Jan. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Equity [Abstract]
Number of Warrants, Beginning Balance	11,662,766	11,662,766	13,147,919	20,055,424
Number of Warrants,Issued	180,000			6,356,438
Number of Warrants, Exercised	(180,000)	(180,000)	(1,485,153)	(4,019,023)
Number of Warrants,Expired				(9,244,920)
Number of Warrants, Ending Balance		11,482,766	11,662,766	13,147,919
Weighted average exercise price, Beginning Balance	$ 7.15	$ 7.15	$ 6.91	$ 7.34
Weighted average exercise price, Issued				3.93
Weighted average exercise price, Exercised		2.95	5.01	2.25
Weighted average exercise price, Expired				7.82
Weighted average exercise price, Ending Balance	$ 2.95	$ 7.22	$ 7.15	$ 6.91

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Cash flows from operating activities:
Net loss	$ (421,481)	$ (146,853)	$ (119,649)
Adjustments to reconcile net loss to net cash (used in) operating activities:
Depreciation and amortization	84,788	53,002	19,651
Equity-based compensation	27,930	25,018	29,805
Debt amortization expense	8,588	6,068	2,189
Loss on conversion of convertible notes	0	1,580	0
Provision for obsolete inventory and other assets	11,267	2,356	0
Goodwill impairment charges	170,642	72,328	0
Intangible impairment charges	169,479	0	0
Impairment of disposal group	0	2,000	1,969
Earnout adjustment	349	0	0
(Gain) / loss on remeasurement of contingent consideration	(37,362)	(59,362)	21,757
Deferred taxes	(69,243)	(26,112)	(20,998)
Change in fair value of the derivative liability	(6,560)	(13,286)	11,745
Other	747	1,314	3,858
Changes in operating assets and liabilities, net of acquisitions
Accounts receivable	8,086	(6,333)	(4,574)
Inventory	(44,301)	(18,033)	(17,258)
Prepaid expenses and other current assets	889	28,445	(2,747)
Other assets	15,030	15,331	13,490
Accounts payable	(10,082)	7,954	5,381
Accrued expenses and other current liabilities	(11,514)	64,765	15,945
Income taxes payable	7,425	3,645	2,387
Other long-term liabilities	(16,078)	(14,350)	(12,601)
Net cash used in operating activities	(111,401)	(523)	(49,650)
Cash flows from investing activities:
Cash paid for acquisitions, net of cash acquired / Cash acquired due to acquisition	29	(50,762)	3,821
Purchases of property and equipment	(72,741)	(117,506)	(42,885)
Cash paid for other assets	(2,973)	(15,792)	0
Proceeds from sale of property	358	386	11,927
Cash received (paid) on deposits, net	0	(7,019)	988
Cash for loan under CannAscend and Corsa Verde agreements	0	(657)	(1,173)
Net cash used in investing activities	(75,327)	(191,350)	(27,322)
Cash flows from financing activities:
Proceeds from issuance of debt and warrants	153,250	71,520	89,379
Proceeds from mortgage note	16,500	20,000	0
Payment of debt issuance costs	(7,699)	(865)	(3,548)
Repayment of debt	(637)	(9,950)	0
Payment of lease liabilities	(5,815)	(9,664)	(734)
Issuance of common shares	0	133,559	0
Costs of issuance of common shares	0	(364)	0
Repayment of sellers note	(1,875)	0	0
Exercise of warrants	425	1,901	388
Sale of membership interests of subsidiary	0	0	5,509
Purchase of non-controlling interest	0	0	(1,000)
Taxes paid on equity based compensation	(465)	(3,700)	0
Net cash provided by financing activities	153,684	202,437	89,994
Net increase in cash	(33,044)	10,564	13,022
Cash and restricted cash at beginning of the year	82,533	71,969	58,947
Cash and restricted cash at end of year	49,489	82,533	71,969
Supplemental disclosure of cash flow information:
Cash paid for interest on other obligations	28,706	19,340	5,356
Cash paid for income taxes	51,435	22,556	7,694
Reconciliation of cash and cash equivalents and restricted cash:
Cash	48,154	82,198	61,111
Restricted cash	1,335	335	10,858
Cash and restricted cash, end of period	49,489	82,533	71,969
Supplemental disclosure of non-cash investing and financing activities:
Non-cash fixed asset additions within accounts payable and accrued expenses	12,512	14,826	13,084
Issuance of warrants	0	0	6,298
Shares issued in connection with conversion of Convertible Notes into equity, net	0	23,919	0
Extinguishment of derivative liability upon conversion of Convertible Notes	0	23,853	0
Debt incurred issued in connection with acquisition of property, plant and equipment	0	7,000	0
Derivative liability recognized upon issuance of convertible debt	0	15,099	5,364
Shares issued in connection with finalization of working capital on acquisition	$ 0	$ 228	$ 0
Shares issued in connection with satisfaction of contingent consideration	0	48,202	0
Intercompany note receivable with TGS assumed in connection with acquisition	$ 0	$ 0	$ 16,855
Buyout of non-controlling interest by issuance of shares	0	1,959	0
Deconsolidation of subsidiary	0	0	220
Reclass of deferred compensation to equity	0	0	0
Conversion of convertible debt and accrued interest to equity	0	0	0
Assets held for sale	29,089	2,120	3,483
Liabilities held for sale	$ (20,179)	$ (1,122)	$ (1,483)

Financial Instruments and Fair Value Measurements - Schedule of Financial Instruments Measured at Fair Value (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Derivative liability	$ (235)	$ (6,795)
Recurring [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Derivative liability	(235)	(6,795)
Contingent consideration	0	(40,941)
Financial liabilities fair value disclosure	(235)	(47,736)
Level 3 [Member] \| Recurring [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Derivative liability	(235)	(6,795)
Contingent consideration	0	(40,941)
Financial liabilities fair value disclosure	$ (235)	$ (47,736)

Summary of Significant Accounting - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Disaggregation Of Revenue [Line Items]
Net loss attributable to shareholders	$ (416,005,000)	$ (143,097,000)	$ (95,787,000)
Net cash used in operating activities	(111,401,000)	(523,000)	(49,650,000)
Working capital	34,059,000	17,558,000
Cash equivalents	$ 0	0
Recognized tax benefit	50.00%
Advertising and promotion costs	$ 14,173,000	16,255,000	6,083,000
Revenue discount	106,765,000	61,171,000	19,507,000
Tenant receivable	10,087,000	18,302,000
Allowance of bad debts	3,142,000	2,542,000
Selling, general and administrative expenses	277,330,000	232,052,000	142,355,000
Deferred Income	4,083,000	2,956,000
Recognized net revenue	12,890,000	6,591,000	$ 0
CNC Cards
Disaggregation Of Revenue [Line Items]
Revenue	4,520,000	4,524,000
Tenant receivable	1,437,000	1,173,000
Allowance of bad debts	638,000	384,000
Selling, general and administrative expenses	$ 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%

Leasing Activities (Tables)

12 Months Ended

Dec. 31, 2022

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, 2022 and 2021:


	December 31, 2022			December 31, 2021
Weighted Average Remaining Lease Term
Operating leases	15.4 years			15.0 years
Finance leases	9.5 years			13.5 years

Weighted Average Discount Rate
Operating leases		7.01	%		7.02	%
Finance leases		7.74	%		7.67	%

Schedule of Maturities of Operating and Finance Leases Liabilities

The maturities of lease liabilities as of December 31, 2022 were as follows:


	Operating			Finance
Year Ending December 31:
2023	$	19,182		$	10,757
2024		21,338			10,877
2025		19,858			8,673
2026		19,645			6,390
2027		18,990			6,529
Thereafter		214,014			37,587
Total lease payments		313,027			80,813
Less: interest		(131,953	)		(23,675	)
Present value of lease liabilities	$	181,074		$	57,138

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, 2022 and 2021:


	December 31, 2022		December 31, 2021
Operating lease expense	$	27,598	$	24,087
Included in		—
Cost of sales		16,537		21,962
Selling, general and administrative expenses		11,061		2,125
Finance lease costs:	$	13,746	$	9,928
Amortization of lease assets included in cost of sales		6,753		3,836
Amortization of lease assets included in selling, general and administrative costs		1,445		812
Interest on lease liabilities included in interest (expense) income, net		5,548		5,280
Total lease costs	$	41,344	$	34,015

Schedule of Cash Flow Information Related to Leases

The following summarizes cash flow information related to leases for the year ended December 31, 2022 and 2021:


		December 31, 2022			December 31, 2021


Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	24,614		$	21,355
Operating cash flows from finance leases	$	5,545		$	5,273
Financing cash flows from finance leases	$	5,815		$	9,664
Lease assets obtained in exchange for lease obligations:
Operating leases	$	30,040		$	47,931
Finance leases	$	(11,589	)	$	19,024
Lease assets obtained in business acquisitions
Operating leases	$	973		$	1,453
Finance leases	$	—			1,876

Share-Based Payment Arrangements - Schedule of Unvested Restricted Stock Awards Roll Forward (Details) - CAP - $ / shares	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unvested Units	0	0	0
Weighted-Average Threshold Amount	$ 0	$ 0	$ 0

Share-Based Payment Arrangements

12 Months Ended

Dec. 31, 2022

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 Executive Chairman of the Company 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, 2020		11,995,751		$	3.64
Granted		3,564,365			6.88
Vested		(3,473,235	)		5.27
Forfeited		(1,310,433	)		5.48
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

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


	Year ended
(Dollars in thousands)	December 31, 2022		December 31, 2021		December 31, 2020
Share-based compensation	$	18,856	$	14,500	$	16,279

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


	December 31, 2022		December 31, 2021
Unrecognized compensation costs	$	22,118	$	16,800
Weighted average period over which compensation cost will be recognized (in years)		2.7		2.7
Maximum term relating to outstanding RSUs (in years)	3.2			3.9
Obligation to issue shares for RSUs vested during the year (in shares)	—			1,402

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 life (in years)	4.15
Expected dividends	0.00	%
Risk-free interest rate	1.55	%

During the years ended December 31, 2022, 2021 and 2020, 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, 2019		5,259,408		$	5.66
Granted		2,980,751			2.43
Forfeited		(188,341	)		7.44
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

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


	Year ended
(Dollars in thousands)	December 31, 2022		December 31, 2021		December 31, 2020
Share-based compensation	$	8,812	$	9,237	$	8,944

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


	December 31, 2022		December 31, 2021
Unrecognized compensation costs	$	5,190	$	12,480
Weighted average period over which compensation cost will be recognized (in years)		1.5		1.9
Maximum term relating to outstanding PSUs and TSRs (in years)		2.2		2.3

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, 2022,2021 and 2020 is presented below:


	Stock Options			Weighted-Average Exercise Price (Canadian Dollars)		Weighted-Average Remaining Contractual Term (Years)
Outstanding, December 31, 2020		55,384			10.90		2.3
Forfeited		(27,692	)		10.90
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		—			—		—

During the years ended December 31, 2022, and 2021, the Company recorded income of $0 and $64, 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:


		Weighted-Average
	Units	Threshold Amount
Unvested, December 31, 2020	—		—
Unvested, December 31, 2021	—	$	—
Unvested, December 31, 2022	—	$	—

A summary of RSA activity for the years ended December 31,2022, 2021 and 2020 is presented below:


	Shares			Weighted-Average Grant Date Fair Value
Unvested, December 31, 2020		727,478		$	7.19
Forfeited		(65,464	)		12.12
Converted to common shares		(486,588	)		6.46
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		—		—

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, 2022		December 31, 2021		December 31, 2020
Share-based compensation	$	262	$	1,345	$	4,484

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


	December 31, 2022		December 31, 2021
Unrecognized compensation costs		-	$	262
Weighted average period over which compensation cost will be recognized (in years)		-		0.5
Maximum term relating to outstanding CAP and RSAs (in years)		-		0.8

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.

Each RSU grant is subject to service-based vesting, where a specific period of continued employment must pass before an award vests.

The number of units outstanding under the IIP Plan are summarized in the table below:


	Units			Weighted-Average Liquidation Value
Unvested, December 31, 2019		629,277		$	51.29
Units forfeited		(23,612	)		61.98
Units converted to RSUs		(605,665	)		50.87
Unvested, December 31, 2020		—			—
Unvested, December 31, 2021	—			—
Unvested, December 31, 2022	—			—

Deferred compensation expense related to the Company’s IIP units was $0, $0, and $0 for the years ended December 31, 2022, 2021 and 2020, respectively.

Current and Long-Term Debt (Tables)

12 Months Ended

Dec. 31, 2022

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, 2022			December 31, 2021
2026 Notes	$	185,000		$	—
Term debt		38,215			69,965
2025 Convertible Notes		74,500			74,500
Mortgage Note		35,965			20,000
2023 Convertible Notes		5,600			5,600
Acquisition related real estate notes		7,000			7,000
Acquisition related promissory notes		3,000			4,875
Acquisition related term debt		3,214			3,314
		352,494			185,254
Unamortized debt discount		(12,483	)		(19,301	)
Unamortized deferred financing costs		(11,016	)		(5,379	)
Unamortized debt premium		25			327
Total debt, net		329,020			160,901
Less current portion, net*		(47,315	)		(1,884	)
Long-term portion	$	281,705		$	159,017

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.

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, 2022:


	2023		2024		2025		2026		2027		Thereafter		Total
Term debt		38,215		—		—		—		—		—		38,215
Convertible Notes		5,600		—		74,500		—		—		—		80,100
2026 Notes		—		—		—		185,000		—		—		185,000
Mortgage Note		537		578		648		715		33,487		—		35,965
Acquisition related real estate notes (see note 6)		2,000		5,000				—		—		—		7,000
Acquisition related promissory notes (see note 6)		1,125		1,500		375		—		—		—		3,000
Acquisition related note payable (see note 6)		104		109		113		118		123		2,647		3,214
		47,581		7,187		75,636		185,833		33,610		2,647		352,494

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, 2022:



	Balance, January 01		Borrowing		Acquisition related		Conversion/Exchanges			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 (see note 6)	$	7,000		—		—		—			—		$	7,000
Acquisition related promissory notes (see note 6)	$	4,875		—		—		—			(1,875	)	$	3,000
Acquisition related note payable (see note 6)	$	3,314		—		—		—			(100	)	$	3,214
		185,254		169,750		—		—			(2,510	)		352,494

The following table summarizes the scheduled principal payments on the Company’s outstanding indebtedness as of December 31, 2021:



	Balance, January 01		Borrowing		Acquisition related		Conversion			Repayments			Balance, December 31
Term debt	$	69,965	$	—	$	—	$	—		$	—		$	69,965
2025 Convertible Notes		—		74,500		—		—			—			74,500
Mortgage Note		—		20,000		—		—			—			20,000
2023 Convertible Notes		18,760		—		—		(13,160	)		—			5,600
Acquisition related real estate notes (see note 6)		—		—		7,000		—			—			7,000
Acquisition related promissory notes (see note 6)		8,776		—		6,000		—			(9,901	)		4,875
Acquisition related note payable (see note 6)		—		—		3,363		—			(49	)		3,314
	$	97,501	$	94,500	$	16,363	$	(13,160	)	$	(9,950	)	$	185,254

Schedule of Calculation of Fair Value Using Monte Carlo Simulation Model

The fair value of the embedded derivative was calculated on the date of issuance and at the end of each reporting period using a Monte Carlo simulation model with the following assumptions:


	December 31, 2022			December 31, 2021
Expected volatility		71.5	%		63.8	%
Expected dividends		0.0	%		0.0	%
Expected term (years) for 2025 Convertible Debt		2.5			3.5
Risk-free interest rate for 2025 Convertible Debt		3.9	%		1.1	%
Expected term (years) for 2023 Convertible Debt		1			2
Risk-free interest rate for 2023 Convertible Debt		4.6	%		0.9	%

Schedule of The Fair Value of Warrants in Private Placement Using Black Scholes Model

The fair value of the warrants included in the private placement were calculated using a Black-Scholes model on the date of issuance with the following assumptions:


Expected volatility	80.00	%
Expected term (years)	3.00
Expected dividends	0.00	%
Risk-free interest rate	0.50	%

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, 2022, 2021 and 2020 were as follows:


	Year Ended
	December 31, 2022			December 31, 2021			December 31, 2020
Interest expense on debt	$	40,123		$	19,370		$	6,193
Amortization of debt discount		5,327			4,921			1,766
Amortization of debt premium		(164	)		(280	)		(47	)
Amortization of debt issuance costs		3,425			1,502			468
Other interest (expense) income, net		(362	)		(779	)		(3,510	)
Total interest expense, net	$	48,349		$	24,734		$	4,870

- Definition

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.

+ References

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-Subparagraph (SX 210.12-04(a))
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Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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+ Details

Operations of the Company - Additional Information (Details) - Cresco Labs $ in Billions	Mar. 23, 2022 USD ($) shares
Nature Of Operations [Line Items]
Total consideration enterprise value \| $	$ 2.0
Percentage of proforma shares held	35.00%
Subordinate Voting Share
Nature Of Operations [Line Items]
Number of shares received for each common share \| shares	0.5579

Net Assets Held For Sale - Schedule of Disposal Group Stated at Fair Value Less Costs to Sell and Comprised, Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Disposal Group, Including Discontinued Operation, Assets [Abstract]
Property, plant and equipment	$ 9,392	$ 1,040
Right-of-use assets	19,001	1,080
Prepaid expenses and other current assets	696	0
Assets held for sale	29,089	2,120
Lease liabilities	(20,179)	(1,122)
Liabilities held for sale	$ (20,179)	$ (1,122)

Shareholders' Equity - Additional Information (Details)	2 Months Ended	12 Months Ended
Shareholders' Equity - Additional Information (Details)	Feb. 28, 2021 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2021 $ / shares shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Per share sold for net proceeds \| $	$ 133,151,000	$ 0	$ 133,559,000	$ 0
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
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					$ 9.00

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, 2022
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

Operations of the Company

12 Months Ended

Dec. 31, 2022

Organization Consolidation And Presentation Of Financial Statements [Abstract]

Operations of the Company

OPERATIONS OF THE COMPANY

Columbia Care Inc. (“the Company” or “the Parent”), 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 further described in Note 3. Following the RTO, the Company’s Common Shares were listed on the Aequitas NEO exchange, trading under the symbol “CCHW”. As of the time of this report, the Company’s Common Shares are also listed on the Canadian Securities Exchange (the “CSE”) under the symbol “CCHW”, the OTCQX Best Market under the symbol “CCHWF” and on the Frankfurt Stock Exchange under the symbol “3LP”.

On March 23, 2022, the Company jointly announced with Cresco Labs LLC (“Cresco Labs”) that the Company and Cresco Labs have entered into a definitive arrangement agreement (the “Arrangement Agreement”) pursuant to which Cresco Labs will acquire all of the issued and outstanding shares (the “Company Shares”) of the Company (the “Cresco Transaction”). Subject to customary closing conditions and necessary regulatory approvals, the Cresco Transaction is expected to close around the end of the second quarter of 2023. Under the terms of the Arrangement Agreement, shareholders of the Company (the “Company Shareholders”) will receive 0.5579 of a subordinate voting share of Cresco Labs (each whole share, a “Cresco Labs Share”) for each Company common share (or equivalent) held, subject to adjustment, representing a total consideration enterprise value of approximately US$2.0 billion based on the closing price of Cresco Labs Shares on the CSE as of March 22, 2022. After giving effect to the Cresco Transaction, Company Shareholders will hold approximately 35% of the pro forma Cresco Labs Shares (on a fully diluted in-the-money, treasury method basis).

Share-Based Payment Arrangements - Schedule of Unrecognized Compensation Cost (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
RSU
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unrecognized compensation costs	$ 22,118,000	$ 16,800,000
Weighted average period over which compensation cost will be recognized (in years)	2 years 8 months 12 days	2 years 8 months 12 days
Maximum term relating outstanding (in years)	3 years 2 months 12 days	3 years 10 months 24 days
Obligation to issue shares for RSUs vested during the year (in shares)	0	1,402
PSU and TSR Activity
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unrecognized compensation costs	$ 5,190,000	$ 12,480,000
Weighted average period over which compensation cost will be recognized (in years)	1 year 6 months	1 year 10 months 24 days
Maximum term relating outstanding (in years)	2 years 2 months 12 days	2 years 3 months 18 days
CAP and RSA
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unrecognized compensation costs	$ 0	$ 262,000
Weighted average period over which compensation cost will be recognized (in years)		6 months
Maximum term relating outstanding (in years)		9 months 18 days

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Statement [Abstract]
Revenue	$ 511,578	$ 460,080	$ 179,503
Cost of sales related to inventory production	(310,163)	(258,402)	(114,249)
Cost of sales related to business combination fair value adjustments to inventory	(204)	(7,663)	(3,111)
Gross Margin	201,211	194,015	62,143
Goodwill impairment	(170,642)	(72,328)	0
Intangible impairment	(169,479)	0	0
Selling, general and administrative expenses	(277,330)	(232,052)	(142,355)
Total operating cost	(617,451)	(304,380)	(142,355)
Loss from operations	(416,240)	(110,365)	(80,212)
Other expense:
Interest (expense) income on leases, net	(5,548)	(5,280)	(1,466)
Interest (expense) income, net	(48,349)	(24,734)	(4,870)
Other income (expense), net	37,443	(6,335)	(49,298)
Total other expense	(16,454)	(36,349)	(55,634)
Loss before provision for income taxes	(432,694)	(146,714)	(135,846)
Income tax (expense) benefit	11,213	(139)	16,197
Net loss and comprehensive loss	(421,481)	(146,853)	(119,649)
Net loss attributable to non-controlling interests	(5,476)	(3,756)	(23,862)
Net loss attributable to shareholders	$ (416,005)	$ (143,097)	$ (95,787)
Weighted-average number of shares used in earnings per share - basic	392,571,102	338,754,694	232,576,117
Weighted-average number of shares used in earnings per share - diluted	392,571,102	338,754,694	232,576,117
Loss attributable to shares (basic)	$ (1.06)	$ (0.42)	$ (0.41)
Loss attributable to shares (diluted)	$ (1.06)	$ (0.42)	$ (0.41)

Subsequent Events - Additional Information (Details) - USD ($) $ in Thousands	Mar. 28, 2023	Mar. 13, 2023	Jan. 19, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Subsequent Event [Line Items]
Long-term debt, gross				$ 352,494	$ 185,254	$ 97,501
Debt Instrument Stated Interest rate				13.00%
Subsequent Event
Subsequent Event [Line Items]
Percentage of decrease in corporate overhead			25.00%
Debt Instrument Stated Interest rate	13.00%
Maturity date	May 14, 2024
Subsequent Event \| Definitive Agreement
Subsequent Event [Line Items]
Gross Proceeds of Divested Business		$ 7,000

Reverse Takeover Transaction and Public Filing Status

12 Months Ended

Dec. 31, 2022

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, 2022, 2021 and 2020, noting no changes to the classification and / or measurement. The Company formally became an SEC registrant with the filing of its 2021 Form 10-K.

CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash	$ 48,154	$ 82,198
Accounts receivable, net of allowances of $3142 and, $2,542, respectively	10,087	18,302
Inventory	127,905	94,567
Prepaid expenses and other current assets	21,942	29,252
Assets held for sale	29,089	2,120
Total current assets	237,177	226,439
Property and equipment, net	357,993	339,692
Right of use assets - operating leases, net	174,472	179,099
Right of use assets - finance leases, net	45,423	66,442
Goodwill	19,274	184,018
Intangible assets, net	145,265	367,787
Other non-current assets	15,122	13,035
Total assets	994,726	1,376,512
Current liabilities:
Accounts payable	23,775	44,007
Accrued expenses and other current liabilities	64,574	126,954
Income tax payable	33,961	26,537
Contingent consideration	0	29,345
Current portion of lease liability - operating leases	6,762	9,056
Current portion of lease liability - finance leases	6,552	5,092
Current portion of long-term debt, net	47,315	1,884
Liabilities held for sale	20,179	1,122
Total current liabilities	203,118	243,997
Long-term debt, net	281,705	159,017
Deferred taxes	2,903	79,477
Long-term lease liability - operating leases	174,312	176,004
Long-term lease liability - finance leases	50,586	70,268
Contingent consideration	0	11,596
Derivative liability	235	6,795
Other long-term liabilities	74,964	78,535
Total liabilities	787,823	825,689
Stockholders' Equity:
Common Stock, no par value, unlimited shares authorized as ofDecember 31, 2022 and December 31, 2021, respectively, 391,238,484 and 361,423,270 shares issued and outstanding as of December 31, 2022 and December 31, 2021, respectively	0	0
Preferred Stock, no par value, unlimited shares authorized as of December 31, 2022 and December 31, 2021, respectively, none issued and outstanding as of December31, 2022 and December 31, 2021	0	0
Proportionate voting shares, no par value, unlimited shares authorized as of December 31, 2022 and December 31, 2021, respectively; 10,009,819 and 14,729,636 shares issued and outstanding as of December 31, 2022 and December 31, 2021, respectively	0	0
Additional paid-in-capital	1,117,287	1,039,726
Accumulated deficit	(904,003)	(468,335)
Equity attributable to Columbia Care Inc.	213,284	571,391
Non-controlling interest	(6,381)	(20,568)
Total equity	206,903	550,823
Total liabilities and equity	$ 994,726	$ 1,376,512

Commitments and Contingencies

12 Months Ended

Dec. 31, 2022

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 $1,118 and $550 for the years ended December 31, 2022, December 31, 2021, 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. The Company (and the other named parties) will assert defenses with respect to the claims in the 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. Separately, 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.

Inventory - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Inventory Disclosure [Abstract]
Inventory write down	$ 11,066	$ 0	$ 0

Financial Instruments and Fair Value Measurements

12 Months Ended

Dec. 31, 2022

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, 2022
Derivative liability	$	—	$	—	$	(235	)	$	(235	)
Contingent consideration		—		—		—			—
	$	—	$	—	$	(235	)	$	(235	)

December 31, 2021
Derivative liability	$	—	$	—	$	(6,795	)	$	(6,795	)
Contingent consideration		—		—		(40,941	)		(40,941	)
	$	—	$	—	$	(47,736	)	$	(47,736	)

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
Contingent Consideration	Discounted cash flow approach	Risk adjusted discount rate and forecasted EBITDA	Increase or decrease in risk adjusted discount rate and forecasted EBITDA will result in an increase or decrease in fair value

The carrying amounts of cash, accounts receivable, other current assets, accounts payable, accrued expenses and other current liabilities, current portion of long-term debt and lease liability as of December 31, 2022 and 2021 approximate their fair values because of the short-term nature of these items and are not included in the table above. The Company’s other long-term payables, 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, 2022 and 2021. 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 accrued liabilities 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.

Inventory - Schedule of Inventory (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Inventory Disclosure [Abstract]
Accessories and supplies	$ 1,506	$ 815
Work-in-process - cannabis in cures and final vault	92,963	52,519
Finished goods - dried cannabis, concentrate and edible products	33,436	41,233
Total inventory	$ 127,905	$ 94,567

Shareholders' Equity

12 Months Ended

Dec. 31, 2022

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 business acquisitions mentioned in Note 6, exercise of warrants mentioned in Note 12, 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, 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, 2022, and 2021, no cash dividends had been declared or paid.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 505
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-Section 50
-Paragraph 13
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Topic 505
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-Section 50
-Paragraph 14
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-Section 50
-Paragraph 14
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI https://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
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-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
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-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496180-112644

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=126731327&loc=SL126733271-114008

+ Details

Schedule of Valuation and Qualifying Accounts (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at Beginning of Year	$ 2,542	$ 2,053
Charged to income	1,424	746
Acquired through business combinations	0	0
Deductions from reserve	(824)	(257)
Other adjustments	0	0
Balance at end of Year	$ 3,142	$ 2,542

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Schedule of Components of Tax Expense (Benefit)

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


	Year Ended
	December 31, 2022			December 31, 2021			December 31, 2020
Current tax expense
Federal	$	48,273		$	20,519		$	3,979
State		9,797			5,732			822
Total current tax expense		58,070			26,251			4,801
Deferred tax expense (benefit)
Foreign		(4,326	)		(1,936	)		(2,289	)
Federal		(40,781	)		(15,008	)		(8,897	)
State		(28,502	)		(10,998	)		(1,400	)
Total deferred tax expense (benefit)		(73,609	)		(27,942	)		(12,586	)
Change in Valuation Allowance - US					(106	)		(10,701	)
Change in Valuation Allowance - Foreign		4,326			1,936			2,289
Provision for income taxes	$	(11,213	)	$	139		$	(16,197	)

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:


		December 31, 2022			December 31, 2021			December 31, 2020
Loss before provision for income taxes	$	(432,694)		$	(146,714)		$	(135,846)
Tax using the company's domestic tax rate		(90,866)	21.0%		(30,810)	21.0%		(28,540)	21.0%
Tax effect of:


State taxes, net of federal benefits		(20,744)	4.8%		(5,276)	3.6%		(273)	0.2%
280E		42,443	(9.8)%		24,293	(16.6)%		11,410	(8.4)%
Non-deductible partnership income		2,799	(0.6)%		1,141	(0.8)%		2,601	(1.9)%
Other Permanent Tax Differences		(3,956)	0.9%		(12,962)	8.8%		7,936	(5.8)%
Share-based compensation		8,710	(2.0)%		6,727	(4.6)%		2,125	(1.6)%
Change in tax status		—	—		(670)	0.5%		291	(0.2)%
Other items		741	(0.2)%		1,301	(0.9)%		(699)	0.5%
FIN 48		—	—		—	—		—	—
Provision to Return Adjustment		13,825	(3.2)%		1,207	(0.8)%		(336)	0.2%
Goodwill impairment		35,835	(8.3)%		15,189	(10.4)%		—	—
Other		—	—		—	—		(10,712)	7.9%
	$	(11,213)	2.6%	$	139	(0.1)%	$	(16,197)	11.9%

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 31,2022, 2021, and 2020 are summarized in the table below:


	Year Ended
	December 31, 2022			December 31, 2021			December 31, 2020
Deferred Tax Assets
Net Operating Loss Carryforwards	$	14,066		$	9,783		$	3,244
Derivative liability		125			3,426			—
Inventory		1,275			788			—
Stock Based Compensation		3,288			7,815			12,695
Capitalized Expenses		20,769			3,742			2,381
Reserves		2,741			22,897			3,217
Right of Use Assets		37,652			41,999			25,995
Sale Leaseback		1,552			1,630			1,448
Other Assets		1,626			1,142			2,137
Gross Deferred Tax Assets		83,094			93,222			51,117
Valuation Allowance		(9,202	)		(4,876	)		(3,046	)
Total Deferred Tax Assets, net		73,892			88,346			48,071

Deferred Tax Liabilities
Property, Plant and Equipment		(2,427	)		(2,399	)		(1,664	)
Intangibles		(32,661	)		(115,621	)		(21,742	)
Accruals		(91	)		(1,126	)		—
Debt discount		(5,712	)		(7,784	)		—
Right of Use Liabilities		(35,904	)		(40,893	)		(25,644	)
Other Liabilities		—			—			(1,368	)
Gross Deferred Tax Liabilities	$	(76,795	)	$	(167,823	)	$	(50,418	)
Net Deferred Tax Liabilities	$	2,903		$	79,477		$	2,347
Net Deferred Tax Assets					—			—

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, 2019	$	—
Increases (Decreases) for current year		2,095
Increases (Decreases) for prior years		3,126
Settlements		—
Reductions for Expiration of Statute of Limitations		—
Balance as of December 31, 2020		5,221
Increases (Decreases) for current year		—
Increases (Decreases) for prior years		183
Settlements		—
Reductions for Expiration of Statute of Limitations		(1,293	)
Balance as of December 31, 2021	$	4,111
Increases (Decreases) for current year		—
Increases (Decreases) for prior years		—
Settlements		—
Reductions for Expiration of Statute of Limitations		(1,337	)
Balance as of December 31, 2022	$	2,774

Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Thousands					12 Months Ended
	Mar. 14, 2023	Mar. 03, 2023	Oct. 06, 2022	Jul. 14, 2022	Dec. 31, 2022	Jun. 30, 2022	Dec. 31, 2021
Loss Contingencies [Line Items]
Expense recognized by the company for matching contributions					$ 1,118		$ 550
Indemnification Agreement
Loss Contingencies [Line Items]
Litigation expenses			$ 75,000	$ 17,600		$ 58,000
Indemnification Agreement \| Subsequent Event
Loss Contingencies [Line Items]
Indemnification of preclosing taxes	$ 11,000	$ 11,000
Litigation expenses		$ 72,000

Other (Expense) Income, Net (Tables)

12 Months Ended

Dec. 31, 2022

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, 2022			December 31, 2021			December 31, 2020
Change in fair value of the derivative liability	$	(6,560	)		(13,286	)		11,745
Acquisition and settlement of pre-existing relationships		—			75,655			14,195
(Gain) loss on remeasurement of contingent consideration		(37,362	)		(59,362	)		21,757
Impairment of disposal group		—			2,000			1,969
Earnout adjustment		349			—			—
Loss on Restructuring		3,089			—			—
Loss on conversion of Convertible Notes		—			1,580			—
Other (income) expense, net		6,605			(252	)		(368	)
Rental income		(3,564	)		—			—
Total other expense, net	$	(37,443	)	$	6,335		$	49,298

Acquisitions - Unaudited supplemental pro-forma information (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Business Acquisition [Line Items]
Revenue	$ 512,006	$ 257,128
Net income attributable to shareholders	$ (131,950)	$ (85,873)
Earnings attributable to shares, basic	$ (0.36)	$ (0.31)
Earnings attributable to shares, diluted	$ (0.36)	$ (0.31)
Weighted-average number of shares used in earnings per share, basic	368,683,785	277,311,971
Weighted-average number of shares used in earnings per share, diluted	368,683,785	277,311,971

Valuation and Qualifying Accounts (Tables)

12 Months Ended

Dec. 31, 2022

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, 2022

$2,542

$1,424

$—

$(824)

$—

$3,142

Year Ended December 31, 2021

$2,053

$746

$—

$(257)

$—

$2,542

Non-Controlling Interests - Summary of Non-Controlling Interests in Each Affiliate Before Intercompany Elimination (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Noncontrolling Interest [Line Items]
Current assets	$ 237,177	$ 226,439
Current liabilities	(203,118)	(243,997)
Total equity	206,903	550,823	$ 286,949	$ 217,583
Consolidation, Elimination, Affiliate Group and Registrant \| Subsidiary Issuer
Noncontrolling Interest [Line Items]
Current assets	51,419	31,932
Current liabilities	(22,360)	(20,432)
Current net assets (liabilities)	29,059	11,500
Non-current assets	143,397	134,922
Non-current liabilities	(209,452)	(180,761)
Non-current net assets (liabilities)	(66,055)	(45,839)
Total equity	(6,381)	(20,568)
Consolidation, Elimination, Affiliate Group and Registrant \| Subsidiary Issuer \| Venture Forth Holdings L L C
Noncontrolling Interest [Line Items]
Current assets	1,490	2,224
Current liabilities	(1,977)	(1,643)
Current net assets (liabilities)	(487)	581
Non-current assets	1,075	1,638
Non-current liabilities	(18,956)	(18,740)
Non-current net assets (liabilities)	(17,881)	(17,102)
Total equity	0	(19,114)
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	896	796
Non-current liabilities	(1,662)	(1,658)
Non-current net assets (liabilities)	(766)	(862)
Total equity	291	283
Consolidation, Elimination, Affiliate Group and Registrant \| Subsidiary Issuer \| Columbia Care Delaware LLC
Noncontrolling Interest [Line Items]
Current assets	3,669	4,140
Current liabilities	(1,136)	(1,938)
Current net assets (liabilities)	2,533	2,202
Non-current assets	10,162	11,918
Non-current liabilities	(12,633)	(14,674)
Non-current net assets (liabilities)	(2,471)	(2,756)
Total equity	0	0
Consolidation, Elimination, Affiliate Group and Registrant \| Subsidiary Issuer \| Columbia Care Puerto Rico LLC
Noncontrolling Interest [Line Items]
Current assets	159	169
Current liabilities	(106)	(66)
Current net assets (liabilities)	53	103
Non-current assets	0	0
Non-current liabilities	(11,034)	(9,951)
Non-current net assets (liabilities)	(11,034)	(9,951)
Total equity	0	0
Consolidation, Elimination, Affiliate Group and Registrant \| Subsidiary Issuer \| Columbia Care Maryland LLC
Noncontrolling Interest [Line Items]
Current assets	596	875
Current liabilities	445	(300)
Current net assets (liabilities)	151	575
Non-current assets	422	850
Non-current liabilities	(3,542)	(3,431)
Non-current net assets (liabilities)	(3,120)	(2,581)
Total equity	(117)	(80)
Consolidation, Elimination, Affiliate Group and Registrant \| Subsidiary Issuer \| Columbia Care Eastern Virginia LLC
Noncontrolling Interest [Line Items]
Current assets	6,129	4,029
Current liabilities	(5,503)	(3,679)
Current net assets (liabilities)	626	350
Non-current assets	32,895	27,279
Non-current liabilities	(31,458)	(29,889)
Non-current net assets (liabilities)	1,437	(2,610)
Total equity	165	(105)
Consolidation, Elimination, Affiliate Group and Registrant \| Subsidiary Issuer \| Columbia Care International Holdco LLC
Noncontrolling Interest [Line Items]
Current assets	271	544
Current liabilities	358	(644)
Current net assets (liabilities)	(87)	(100)
Non-current assets	5,118	5,323
Non-current liabilities	(4,631)	(3,166)
Non-current net assets (liabilities)	487	2,157
Total equity	0	0
Consolidation, Elimination, Affiliate Group and Registrant \| Subsidiary Issuer \| Columbia Care New Jersey LLC
Noncontrolling Interest [Line Items]
Current assets	14,108	8,149
Current liabilities	(3,946)	(7,022)
Current net assets (liabilities)	10,162	1,127
Non-current assets	58,486	50,788
Non-current liabilities	(69,409)	(56,989)
Non-current net assets (liabilities)	(10,923)	(6,201)
Total equity	25	(277)
Consolidation, Elimination, Affiliate Group and Registrant \| Subsidiary Issuer \| Access Bryant LLC
Noncontrolling Interest [Line Items]
Current assets	494	768
Current liabilities	(1,174)	(799)
Current net assets (liabilities)	(680)	(31)
Non-current assets	427	603
Non-current liabilities	(1,236)	(408)
Non-current net assets (liabilities)	(809)	195
Total equity	(876)	(50)
Consolidation, Elimination, Affiliate Group and Registrant \| Subsidiary Issuer \| Columbia Care Ohio LLC
Noncontrolling Interest [Line Items]
Current assets	9,150	2,937
Current liabilities	(742)	(1,285)
Current net assets (liabilities)	8,408	1,652
Non-current assets	26,097	27,000
Non-current liabilities	(39,142)	(32,107)
Non-current net assets (liabilities)	(13,045)	(5,107)
Total equity	0	1
Consolidation, Elimination, Affiliate Group and Registrant \| Subsidiary Issuer \| Columbia Care Missouri LLC
Noncontrolling Interest [Line Items]
Current assets	1,299	328
Current liabilities	(311)	(323)
Current net assets (liabilities)	988	5
Non-current assets	5,352	5,785
Non-current liabilities	(11,275)	(7,148)
Non-current net assets (liabilities)	(5,923)	(1,363)
Total equity	(4,934)	(1,360)
Consolidation, Elimination, Affiliate Group and Registrant \| Subsidiary Issuer \| Other LLC
Noncontrolling Interest [Line Items]
Current assets	797	922
Current liabilities	(418)	(382)
Current net assets (liabilities)	379	540
Non-current assets	799	1,105
Non-current liabilities	(1,611)	(1,821)
Non-current net assets (liabilities)	(812)	(716)
Total equity	(16)	5
Consolidation, Elimination, Affiliate Group and Registrant \| Subsidiary Issuer \| Green Leaf Medical Inc LLC
Noncontrolling Interest [Line Items]
Current assets	10,526	4,116
Current liabilities	6,194	(2,301)
Current net assets (liabilities)	4,332	1,815
Non-current assets	1,668	1,837
Non-current liabilities	(2,863)	(779)
Non-current net assets (liabilities)	(1,195)	1,058
Total equity	$ (919)	$ 129

Non-Controlling Interests - Summary of Net Change In The Non-Controlling Interests (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Noncontrolling Interest [Line Items]
Stockholders' Equity Attributable to Noncontrolling Interest, Beginning Balance	$ (20,568)
Net income (loss) attributable to NCI	(5,476)	$ (3,756)	$ (23,862)
Stockholders' Equity Attributable to Noncontrolling Interest, Ending Balance	(6,381)	(20,568)
Subsidiary Issuer [Member]
Noncontrolling Interest [Line Items]
Stockholders' Equity Attributable to Noncontrolling Interest, Beginning Balance	(20,568)	(19,875)	(2,503)
Net income (loss) attributable to NCI	(5,476)	(3,756)	(23,862)
Other Adjustments	19,663	3,063	6,490
Stockholders' Equity Attributable to Noncontrolling Interest, Ending Balance	(6,381)	(20,568)	(19,875)
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)	(2,659)
Net income (loss) attributable to NCI	(550)	(1,426)	(15,029)
Other Adjustments	19,664
Stockholders' Equity Attributable to Noncontrolling Interest, Ending Balance		(19,114)	(17,688)
Subsidiary Issuer [Member] \| Columbia Care Arizona Tempe LLC
Noncontrolling Interest [Line Items]
Stockholders' Equity Attributable to Noncontrolling Interest, Beginning Balance	283	273	563
Net income (loss) attributable to NCI	8	10	(290)
Stockholders' Equity Attributable to Noncontrolling Interest, Ending Balance	291	283	273
Subsidiary Issuer [Member] \| Columbia Care Delaware LLC
Noncontrolling Interest [Line Items]
Stockholders' Equity Attributable to Noncontrolling Interest, Beginning Balance			(221)
Net income (loss) attributable to NCI	0		221
Subsidiary Issuer [Member] \| Columbia Care Puerto Rico LLC
Noncontrolling Interest [Line Items]
Stockholders' Equity Attributable to Noncontrolling Interest, Beginning Balance		(3,606)	(1,507)
Net income (loss) attributable to NCI		(1,416)	(2,099)
Other Adjustments		5,022
Stockholders' Equity Attributable to Noncontrolling Interest, Ending Balance			(3,606)
Subsidiary Issuer [Member] \| Columbia Care Maryland LLC
Noncontrolling Interest [Line Items]
Stockholders' Equity Attributable to Noncontrolling Interest, Beginning Balance	(80)	(56)	(27)
Net income (loss) attributable to NCI	(37)	(24)	(29)
Stockholders' Equity Attributable to Noncontrolling Interest, Ending Balance	(117)	(80)	(56)
Subsidiary Issuer [Member] \| Columbia Care Florida LLC
Noncontrolling Interest [Line Items]
Stockholders' Equity Attributable to Noncontrolling Interest, Beginning Balance			1,479
Net income (loss) attributable to NCI	0		(2,240)
Other Adjustments			761
Subsidiary Issuer [Member] \| Columbia Care Eastern Virginia LLC
Noncontrolling Interest [Line Items]
Stockholders' Equity Attributable to Noncontrolling Interest, Beginning Balance	(105)	(134)	(32)
Net income (loss) attributable to NCI	270	29	(102)
Stockholders' Equity Attributable to Noncontrolling Interest, Ending Balance	165	(105)	(134)
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	0	(21)	(37)
Other Adjustments		(5,451)	5,509
Stockholders' Equity Attributable to Noncontrolling Interest, Ending Balance			5,472
Subsidiary Issuer [Member] \| Columbia Care New Jersey LLC
Noncontrolling Interest [Line Items]
Stockholders' Equity Attributable to Noncontrolling Interest, Beginning Balance	(277)	(177)
Net income (loss) attributable to NCI	302	(100)	(177)
Stockholders' Equity Attributable to Noncontrolling Interest, Ending Balance	25	(277)	(177)
Subsidiary Issuer [Member] \| Access Bryant LLC
Noncontrolling Interest [Line Items]
Stockholders' Equity Attributable to Noncontrolling Interest, Beginning Balance	(50)	(2)
Net income (loss) attributable to NCI	(826)	(48)	(2)
Stockholders' Equity Attributable to Noncontrolling Interest, Ending Balance	(876)	(50)	(2)
Subsidiary Issuer [Member] \| Leafy Greens LLC
Noncontrolling Interest [Line Items]
Stockholders' Equity Attributable to Noncontrolling Interest, Beginning Balance			(99)
Net income (loss) attributable to NCI			(121)
Other Adjustments			220
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	(3,880)
Other Adjustments	(1)	3,492
Stockholders' Equity Attributable to Noncontrolling Interest, Ending Balance		1	(3,880)
Subsidiary Issuer [Member] \| Columbia Care Missouri LLC
Noncontrolling Interest [Line Items]
Stockholders' Equity Attributable to Noncontrolling Interest, Beginning Balance	(1,360)	(77)
Net income (loss) attributable to NCI	(3,574)	(1,283)	(77)
Stockholders' Equity Attributable to Noncontrolling Interest, Ending Balance	(4,934)	(1,360)	$ (77)
Subsidiary Issuer [Member] \| Green Leaf Medical Inc LLC
Noncontrolling Interest [Line Items]
Stockholders' Equity Attributable to Noncontrolling Interest, Beginning Balance	129
Net income (loss) attributable to NCI	(1,048)	129
Stockholders' Equity Attributable to Noncontrolling Interest, Ending Balance	(919)	129
Subsidiary Issuer [Member] \| Other LLC
Noncontrolling Interest [Line Items]
Stockholders' Equity Attributable to Noncontrolling Interest, Beginning Balance	5
Net income (loss) attributable to NCI	(21)	5
Stockholders' Equity Attributable to Noncontrolling Interest, Ending Balance	$ (16)	$ 5

Earnings Per Share

12 Months Ended

Dec. 31, 2022

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, 2022			December 31, 2021			December 31, 2020
Numerator:
Net loss	$	(421,481	)	$	(146,853	)	$	(119,649	)
Less: Net loss attributable to non-controlling interests		(5,476	)		(3,756	)		(23,862	)
Net loss attributable to shareholders	$	(416,005	)	$	(143,097	)	$	(95,787	)

Denominator:
Weighted average shares outstanding - basic and diluted		392,571,102		338,754,694			232,576,117
Loss per share - basic and diluted	$	(1.06	)	$	(0.42	)	$	(0.41	)

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, 2022	December 31, 2021		December 31, 2020
Warrants	—		1,115,902		13,147,919
Options	—		—		55,384
Convertible Debt	13,362,177		17,780,750		6,670,449
Share based payment	—		10,103,325		20,047,569
	13,362,177		28,999,977		39,921,321

Current and Long-Term Debt - Schedule Of Principal Payments On Outstanding Indebtedness (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
2023	$ 47,581
2024	7,187
2025	75,636
2026	185,833
2027	33,610
Thereafter	2,647
Long-Term Debt, Total	352,494	$ 185,254	$ 97,501
Term Debt
Debt Instrument [Line Items]
2023	38,215
2024	0
2025	0
2026	0
2027	0
Thereafter	0
Long-Term Debt, Total	38,215	69,965	69,965
Convertible Notes
Debt Instrument [Line Items]
2023	5,600
2024	0
2025	74,500
2026	0
2027	0
Thereafter	0
Long-Term Debt, Total	80,100
2026 Notes
Debt Instrument [Line Items]
2024	0
2025	0
2026	185,000
2027	0
Thereafter	0
Long-Term Debt, Total	185,000
Mortgage Note
Debt Instrument [Line Items]
2023	537
2024	578
2025	648
2026	715
2027	33,487
Thereafter	0
Long-Term Debt, Total	35,965	20,000
Acquisition Related Real Estate Notes
Debt Instrument [Line Items]
2023	2,000
2024	5,000
2026	0
2027	0
Thereafter	0
Long-Term Debt, Total	7,000	7,000
Acquisition Related Promissory Notes
Debt Instrument [Line Items]
2023	1,125
2024	1,500
2025	375
2026	0
2027	0
Thereafter	0
Long-Term Debt, Total	3,000	4,875	$ 8,776
Acquisition Related Note Payable
Debt Instrument [Line Items]
2023	104
2024	109
2025	113
2026	118
2027	123
Thereafter	2,647
Long-Term Debt, Total	$ 3,214	$ 3,314

Acquisitions (Tables)

12 Months Ended

Dec. 31, 2022

Green Leaf Medical

Business Acquisition [Line Items]

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 and 2020 would have been as follows:


	Year Ended
	December 31, 2021			December 31, 2020
Revenue	$	512,006		$	257,128
Net income attributable to shareholders		(131,950	)		(85,873	)
Earnings attributable to shares (basic and diluted)		(0.36	)		(0.31	)
Weighted-average number of shares used in earnings per share—basic and diluted		368,683,785			277,311,971

Medicine Man

Business Acquisition [Line Items]

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

Business Acquisition [Line Items]

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

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.

Project Cannabis

Business Acquisition [Line Items]

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

Business Acquisition [Line Items]

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

Income Taxes - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Operating Loss Carryforwards [Line Items]
Valuation allowance	$ (9,202)	$ (4,876)	$ (3,046)
Change in valuation allowance	4,326	1,830
Gross operating loss carryforwards, foreign	40,680
Gross operating loss carryforwards, domestic	1,453
Gross operating loss carryforwards, state	33,599
Unrecognized tax benefits	2,774	4,111	5,221	$ 0
Unrecognized tax benefits that would impact effective tax rate	0	0
Unrecognized tax benefits, income tax penalties and interest accrued	$ 554	800	903
Foreign
Operating Loss Carryforwards [Line Items]
Effective tax rate	0.00%
Change in valuation allowance	$ 4,326	$ 1,936	$ 2,289
US
Operating Loss Carryforwards [Line Items]
Effective tax rate	2.60%	(0.10%)	11.90%
Change in valuation allowance		$ (106)	$ (10,701)

Selling, General and Administrative Expenses (Tables)

12 Months Ended

Dec. 31, 2022

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, 2022		December 31, 2021		December 31, 2020
Salaries and benefits	$	125,702	$	107,081	$	73,762
Professional fees		19,208		21,440		17,887
Depreciation and amortization		59,470		36,321		6,053
Operating facilities costs		42,631		31,562		19,332
Operating office and general expenses		9,879		14,691		10,157
Advertising and promotion		14,173		16,255		6,083
Other fees and expenses		6,267		4,702		9,081
Total selling, general and administrative expenses	$	277,330	$	232,052	$	142,355

Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Jun. 11, 2021
Prepaid Expense And Other Assets Current [Abstract]
Prepaid expenses	$ 7,151	$ 15,362
Short term deposits	1,814	6,960
Other current assets	12,286	5,822
Excise and sales tax receivable	691	1,108
Prepaid expenses and other current assets	$ 21,942	$ 29,252	$ 28,424

Goodwill and Intangible Assets - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Finite Lived Intangible Assets [Line Items]
Impairment	$ 170,643,000	$ 72,328,000	$ 0
California
Finite Lived Intangible Assets [Line Items]
Impairment	0
Pennsylvania
Finite Lived Intangible Assets [Line Items]
Impairment	340,121,000
Colorado
Finite Lived Intangible Assets [Line Items]
Impairment	$ 340,121,000

Goodwill and Intangible Assets - Schedule of Selling General and Administrative Expenses (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Goodwill And Intangible Assets Disclosure [Abstract]
Goodwill impairment	$ 170,643	$ 72,328	$ 0
Amortization expenses	$ 44,530	$ 26,081	$ 3,640

Leasing Activities - Schedule of Cash Flow Information Related To Leases (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$ 24,614	$ 21,355
Operating cash flows from finance leases	5,545	5,273
Financing cash flows from finance leases	5,815	9,664
Operating leases	30,040	47,931
Finance leases	11,589	19,024
Lease assets obtained in business acquisitions
Operating leases	973	1,453
Finance leases	$ 0	$ 1,876

Promissory notes receivables	12 Months Ended
Promissory notes receivables	Dec. 31, 2022
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, 2022 and 2021, is $2,211 and $2,272 respectively, of which $63 and $60, respectively, is recorded in prepaid expenses and other current assets, and $2,148 and $2,211, respectively, is recorded in notes receivable-long-term on the consolidated balance sheets.

Warrants - Summary of Outstanding Equity-Classified Warrants to Purchase Common Stock (Details) - $ / shares	Dec. 31, 2022	Jan. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Class Of Warrant Or Right [Line Items]
Number of Shares Issued and Exercisable	11,482,766		11,662,766	13,147,919	20,055,424
Exercise Price (Canadian Dollars)	$ 7.22	$ 2.95	$ 7.15	$ 6.91	$ 7.34
Equity-Classified Warrants
Class Of Warrant Or Right [Line Items]
Number of Shares Issued and Exercisable	11,482,766		11,662,766
Exercise Price (Canadian Dollars)	$ 7.22		$ 7.15
Equity-Classified Warrants \| Expiring on May 8, 2021
Class Of Warrant Or Right [Line Items]
Exercise Price (Canadian Dollars)	$ 5.71		$ 5.71
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	1,723,250		1,723,250
Exercise Price (Canadian Dollars)	$ 3.10		$ 3.10
Equity-Classified Warrants \| Expiring on May 14, 2023
Class Of Warrant Or Right [Line Items]
Number of Shares Issued and Exercisable	1,818,788		1,998,788
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		0
Exercise Price (Canadian Dollars)	$ 4.53		$ 4.53
Equity-Classified Warrants \| Expiring on May 14, 2023
Class Of Warrant Or Right [Line Items]
Number of Shares Issued and Exercisable	1,897,000		1,897,000
Exercise Price (Canadian Dollars)	$ 5.84		$ 5.84

Prepaid Expenses and Other Current Assets

12 Months Ended

Dec. 31, 2022

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, 2022		December 31, 2021
Prepaid expenses	$	7,151		15,362
Short term deposits		1,814		6,960
Other current assets		12,286		5,822
Excise and sales tax receivable		691		1,108
Prepaid expenses and other current assets	$	21,942	$	29,252

Other current assets includes amounts due under an indemnification claim made to the former shareholders of Green Leaf. Refer also to Note 17.

Net Assets Held For Sale

12 Months Ended

Dec. 31, 2022

Disposal Group, Including Discontinued Operation, Assets [Abstract]

Net Assets Held For Sale

20.

NET ASSETS HELD FOR SALE

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 is required for Cresco to close its previously announced acquisition of Columbia Care. 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. During the year ended December 31, 2022, the Company reassessed the fair value of these net assets held for sale and deemed that no adjustment was necessary.

An assessment was separately made by the Company on the treatment of short-lived assets and liabilities in these three markets. On the basis the current assets and liabilities associated with the Combs Transaction are likely to turn over prior to consummation and that the final purchase price is dependent on net working capital balances as at the date of closing of the transaction, and as such undeterminable as at year end, it was determined these should not be reclassified to assets and liabilities held for sale.

During the second quarter of 2020, the Company committed to a plan to sell its Puerto Rico operations. Accordingly, certain of the assets and liabilities held by the Company’s Puerto Rico subsidiary were presented as a disposal group held for sale on the consolidated balance sheet as of December 31, 2020. During the year ended December 31, 2021, the Company reassessed the fair value of the net assets held for sale and deemed that the same was negligible. Accordingly, the Company wrote down to zero, the fair value of the net assets held for sale.

Additionally, as of December 31, 2021, certain of the Company’s assets were classified as held for sale. See Note 6 for further details.

Impairment losses of $2,000 and $1,969 for write-downs of the disposal group to the lower of its carrying amount and its fair value less costs to sell have been included in other (expense) income, net in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2021 and 2020.

These planned disposals 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, 2021 and 2020. The disposal group was stated at fair value less costs to sell and comprised the following assets and liabilities:


	December 31, 2022					December 31, 2021
Property, plant and equipment	$	9,392			$	1,040
Right-of-use assets		19,001				1,080
Prepaid expenses and other current assets		696				—
Assets held for sale	$		29,089		$	2,120
Lease liabilities	$	(20,179		)	$	(1,122	)
Liabilities held for sale	$		(20,179	)	$	(1,122	)

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.

Income Taxes - Schedule of Components of Tax Expense (Benefit) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Current tax expense
Federal	$ 48,273	$ 20,519	$ 3,979
State	9,797	5,732	822
Total current tax expense	58,070	26,251	4,801
Deferred tax expense (benefit)
Foreign	(4,326)	(1,936)	(2,289)
Federal	(40,781)	(15,008)	(8,897)
State	(28,502)	(10,998)	(1,400)
Total deferred tax expense (benefit)	(73,609)	(27,942)	(12,586)
Change in valuation allowance	4,326	1,830
Provision for income taxes	(11,213)	139	(16,197)
US
Deferred tax expense (benefit)
Change in valuation allowance		(106)	(10,701)
Foreign
Deferred tax expense (benefit)
Change in valuation allowance	$ 4,326	$ 1,936	$ 2,289

Valuation and Qualifying Accounts

12 Months Ended

Dec. 31, 2022

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

Valuation and Qualifying Accounts

25.

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, 2022

$2,542

$1,424

$—

$(824)

$—

$3,142

Year Ended December 31, 2021

$2,053

$746

$—

$(257)

$—

$2,542

Summary of Significant Accounting (Tables)

12 Months Ended

Dec. 31, 2022

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, 2022			December 31, 2021			December 31, 2020
Colorado		18.4	%		21.8	%		21.3	%
Pennsylvania	*				11.5	%		19.5	%
California	*				11.5	%	*
Massachusetts	*				10.3	%		19.8	%
Virginia		10.4	%	*			*
New York	*			*			*

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, 2022		December 31, 2021		December 31, 2020
Dispensary	$	438,879	$	376,582	$	164,011
Cultivation and wholesale		72,580		83,180		15,347
Other		119		318		145
	$	511,578	$	460,080	$	179,503

Acquisitions

12 Months Ended

Dec. 31, 2022

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, 2022, the Company determined that no remaining contingent consideration would be due and recorded a net gain of $37,362 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.

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 and 2020 would have been as follows:


	Year Ended
	December 31, 2021			December 31, 2020
Revenue	$	512,006		$	257,128
Net income attributable to shareholders		(131,950	)		(85,873	)
Earnings attributable to shares (basic and diluted)		(0.36	)		(0.31	)
Weighted-average number of shares used in earnings per share—basic and diluted		368,683,785			277,311,971

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 ther 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.

Income Taxes - Schedule of Reconciliation of the Beginning and Ending Amount of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Unrecognized tax benefits, beginning balance	$ 4,111	$ 5,221	$ 0
Increases (Decreases) for current year	0	0	2,095
Increases (Decreases) for prior years	0	183	3,126
Settlements	0	0	0
Reductions for expiration of statute of limitations	(1,337)	(1,293)	0
Unrecognized tax benefits, ending balance	$ 2,774	$ 4,111	$ 5,221

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2022

Property Plant And Equipment [Line Items]

Property and Equipment and Related Depreciation Expense

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


	December 31, 2022			December 31, 2021
Land and buildings	$	128,389		$	113,736
Furniture and fixtures		8,773			8,564
Equipment		38,467			36,052
Computers and software		3,537			2,914
Leasehold improvements		193,454			145,259
Construction in process		56,398			86,326
Total property and equipment, gross		429,018			392,851
Less: Accumulated depreciation		(71,025	)		(53,159	)
Total property and equipment, net	$	357,993		$	339,692


	Year ended
	December 31, 2022		December 31, 2021		December 31, 2020
Total depreciation expense for year ended	$	32,059	$	22,325	$	14,891
Included in:
Costs of sales related to inventory production	$	18,565	$	12,853		8,840
Selling, general and administrative expenses	$	13,494	$	9,472		6,051

Summary of Reconciliation of the Beginning and Ending Balances of Property and Equipment

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, 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
Business acquisitions																				—
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	)


	Land and buildings		Furniture and fixtures		Equipment			Computers and software		Leasehold improvements			Construction in process			Total
Cost
Balance, December 31, 2020	$	3,757	$	6,970	$	22,955		$	1,986	$	98,380		$	11,338		$	145,386
Additions		62,122		839		8,449			603		32,864			80,032			184,909
Business acquisitions		47,857		194		3,586			233		11,161			1,360			64,391
Disposals		—		—		(695	)		—		—			(100	)		(795	)
Transferred to assets held for sale		—		—		—			—		(1,040	)		—			(1,040	)
Other transfers		—		561		1,757			92		3,894			(6,304	)		—
Balance, December 31, 2021	$	113,736	$	8,564	$	36,052		$	2,914	$	145,259		$	86,326		$	392,851


	Land and buildings			Furniture and fixtures			Equipment			Computers and software			Leasehold improvements			Construction in process		Total
Accumulated depreciation
Balance, December 31, 2020	$	(202	)	$	(1,626	)	$	(7,194	)	$	(664	)	$	(21,300	)	$	—	$	(30,986	)
Depreciation		(786	)		(1,411	)		(5,393	)		(544	)		(14,191	)		—		(22,325	)
Disposals		—			—			152			—			—			—		152
Transferred to assets held for sale		—			—			—			—			—			—		—
Balance, December 31, 2021	$	(988	)	$	(3,037	)	$	(12,435	)	$	(1,208	)	$	(35,491	)	$	—	$	(53,159	)

Greenhouse acquisition

Property Plant And Equipment [Line Items]

Summary of the Allocation of Consideration Exchanged for the Estimated Fair Value of Tangible and Identifiable Intangible Assets Acquired and Liabilities assumed

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

Summary of Significant Accounting - Schedule of Estimated Useful Lives of Property and Equipment (Details)	12 Months Ended
	Dec. 31, 2022
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

Leasing Activities

12 Months Ended

Dec. 31, 2022

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, 2022 and 2021 were immaterial.

The following summarizes the weighted average remaining lease term and discount rate as of December 31, 2022 and 2021:


	December 31, 2022			December 31, 2021
Weighted Average Remaining Lease Term
Operating leases	15.4 years			15.0 years
Finance leases	9.5 years			13.5 years

Weighted Average Discount Rate
Operating leases		7.01	%		7.02	%
Finance leases		7.74	%		7.67	%

The maturities of lease liabilities as of December 31, 2022 were as follows:


	Operating			Finance
Year Ending December 31:
2023	$	19,182		$	10,757
2024		21,338			10,877
2025		19,858			8,673
2026		19,645			6,390
2027		18,990			6,529
Thereafter		214,014			37,587
Total lease payments		313,027			80,813
Less: interest		(131,953	)		(23,675	)
Present value of lease liabilities	$	181,074		$	57,138

The following summarizes the line items in the income statements which include the components of lease expense for the years ended December 31, 2022 and 2021:


	December 31, 2022		December 31, 2021
Operating lease expense	$	27,598	$	24,087
Included in		—
Cost of sales		16,537		21,962
Selling, general and administrative expenses		11,061		2,125
Finance lease costs:	$	13,746	$	9,928
Amortization of lease assets included in cost of sales		6,753		3,836
Amortization of lease assets included in selling, general and administrative costs		1,445		812
Interest on lease liabilities included in interest (expense) income, net		5,548		5,280
Total lease costs	$	41,344	$	34,015

The following summarizes cash flow information related to leases for the year ended December 31, 2022 and 2021:


		December 31, 2022			December 31, 2021


Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	24,614		$	21,355
Operating cash flows from finance leases	$	5,545		$	5,273
Financing cash flows from finance leases	$	5,815		$	9,664
Lease assets obtained in exchange for lease obligations:
Operating leases	$	30,040		$	47,931
Finance leases	$	(11,589	)	$	19,024
Lease assets obtained in business acquisitions
Operating leases	$	973		$	1,453
Finance leases	$	—			1,876

Earnings Per Share (Tables)

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

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

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


	Year Ended
	December 31, 2022			December 31, 2021			December 31, 2020
Numerator:
Net loss	$	(421,481	)	$	(146,853	)	$	(119,649	)
Less: Net loss attributable to non-controlling interests		(5,476	)		(3,756	)		(23,862	)
Net loss attributable to shareholders	$	(416,005	)	$	(143,097	)	$	(95,787	)

Denominator:
Weighted average shares outstanding - basic and diluted		392,571,102		338,754,694			232,576,117
Loss per share - basic and diluted	$	(1.06	)	$	(0.42	)	$	(0.41	)

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


		Year Ended


	December 31, 2022	December 31, 2021		December 31, 2020
Warrants	—		1,115,902		13,147,919
Options	—		—		55,384
Convertible Debt	13,362,177		17,780,750		6,670,449
Share based payment	—		10,103,325		20,047,569
	13,362,177		28,999,977		39,921,321

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, 2022	Dec. 31, 2021	Dec. 31, 2020
Numerator:
Net loss	$ (421,481)	$ (146,853)	$ (119,649)
Net loss attributable to non-controlling interests	(5,476)	(3,756)	(23,862)
Net loss attributable to shareholders	$ (416,005)	$ (143,097)	$ (95,787)
Denominator:
Weighted average shares outstanding - basic	392,571,102	338,754,694	232,576,117
Loss per share - basic	$ (1.06)	$ (0.42)	$ (0.41)
Weighted average shares outstanding - diluted	392,571,102	338,754,694	232,576,117
Loss per share - diluted	$ (1.06)	$ (0.42)	$ (0.41)

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section 65
-Paragraph 1
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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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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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=126958026&loc=d3e1448-109256

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011

Reference 9: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
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-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(23))
-URI https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Subparagraph (SX 210.5-03(25))
-URI https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

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The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

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Leasing Activities - Schedule of Maturities of Operating and Finance Leases Liabilities (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Lessee, Operating Lease, Liability, to be Paid [Abstract]
2023	$ 19,182
2024	21,338
2025	19,858
2026	19,645
2027	18,990
Thereafter	214,014
Total operating lease payments	313,027
Operating leases, less interest	(131,953)
Present value of operating lease liabilities	181,074
Finance Lease, Liability, to be Paid [Abstract]
2023	10,757
2024	10,877
2025	8,673
2026	6,390
2027	6,529
Thereafter	37,587
Total finance lease payments	80,813
Finance leases, Less interest	(23,675)
Present value of finance lease liabilities	$ 57,138

Leasing Activities - Schedule of Components of Lease Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Components of Lease Expense [Line Items]
Operating lease expense	$ 27,598	$ 24,087
Finance lease costs	13,746	9,928
Interest on lease liabilities included in interest (expense) income, net	5,548	5,280
Total lease costs	41,344	34,015
Cost Of Sales [Member]
Components of Lease Expense [Line Items]
Operating lease expense	16,537	21,962
Finance lease, right-of-use asset, amortization	6,753	3,836
Selling General And Administrative Expenses [Member]
Components of Lease Expense [Line Items]
Operating lease expense	11,061	2,125
Finance lease, right-of-use asset, amortization	$ 1,445	$ 812

Summary of Significant Accounting - Summary of Estimated Useful Lives of Definite Life Intangible Assets (Details)	12 Months Ended
	Dec. 31, 2022
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

Other (Expense) Income, Net- Summary of Other (Expense) Income, Net (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Other Income And Expenses [Abstract]
Change in fair value of the derivative liability	$ (6,560)	$ (13,286)	$ 11,745
Acquisition and settlement of pre-existing relationships	0	75,655	14,195
(Gain) loss on remeasurement of contingent consideration	(37,362)	(59,362)	21,757
Impairment of disposal group	0	2,000	1,969
Earnout adjustment	349	0	0
Loss on restructuring	3,089	0	0
Loss on conversion of convertible notes	0	1,580	0
Other (income) expense, net	6,605	(252)	(368)
Rental income	(3,564)	0	0
Total other expense, net	$ (37,443)	$ 6,335	$ 49,298

Reverse Takeover Transaction and Public Filing Status - Schedule of Fair Value of Warrants (Details)	12 Months Ended
	Dec. 31, 2022
Reverse Takeover Transaction [Abstract]
Expected volatility	70.00%
Expected term (years)	5 years
Expected dividends	0.00%
Risk-free interest rate	1.52%

Goodwill and Intangible Assets - Schedule of Key Assumptions Used in Calculating Recoverable Amount for Each Reporting Unit (Details)	Oct. 01, 2022	Oct. 01, 2021
Green Leaf Medical
Finite Lived Intangible Assets [Line Items]
Years of cash flows before terminal value	5 years
Discount Rate	17.20%
Terminal value multiple / rate	2.00%
Colorado
Finite Lived Intangible Assets [Line Items]
Years of cash flows before terminal value	5 years	5 years
Discount Rate	13.75%	15.50%
Terminal value multiple / rate	3.00%	3.00%
California
Finite Lived Intangible Assets [Line Items]
Years of cash flows before terminal value	5 years	5 years
Discount Rate	13.50%	18.00%
Terminal value multiple / rate	3.00%	3.00%

Leasing Activities - Additional Information (Details)	Dec. 31, 2022
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

Subsequent Events

12 Months Ended

Dec. 31, 2022

Subsequent Events [Abstract]

Subsequent Events

26.

SUBSEQUENT EVENTS

The Company has evaluated all events and transactions that occurred after December 31, 2022 through the filing of these audited annual financial statements. Certain subsequent events noted in these audited annual financial statements include the following:

Implementation of efficiency initiatives to close four unprofitable dispensaries, consolidate cultivation operations and decrease corporate overhead by approximately 25%, as announced on January 19, 2023;

Mutually agreed extension of the Outside Date to complete the proposed acquisition by Cresco Labs to June 30, 2023, as announced on February 27, 2023;

Signing of a Definitive Agreement, dated March 13, 2023, to sell the Company’s Missouri assets which are considered non-core. These assets comprise one dispensary and one processing facility and are being divested for gross proceeds of approximately $7 million;

Transition of Michael Abbott, Co-Founder of Columbia Care, from Executive Chairman to Chairman of the Board of Directors, as announced on March 16, 2023; and

Extension of the Term date of the Company’s 13% Notes, to now May 14, 2024, as permitted under the terms of the Notes and as announced on March 28, 2023.

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

Current and Long-Term Debt

12 Months Ended

Dec. 31, 2022

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, 2022			December 31, 2021
2026 Notes	$	185,000		$	—
Term debt		38,215			69,965
2025 Convertible Notes		74,500			74,500
Mortgage Note		35,965			20,000
2023 Convertible Notes		5,600			5,600
Acquisition related real estate notes		7,000			7,000
Acquisition related promissory notes		3,000			4,875
Acquisition related term debt		3,214			3,314
		352,494			185,254
Unamortized debt discount		(12,483	)		(19,301	)
Unamortized deferred financing costs		(11,016	)		(5,379	)
Unamortized debt premium		25			327
Total debt, net		329,020			160,901
Less current portion, net*		(47,315	)		(1,884	)
Long-term portion	$	281,705		$	159,017

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


	2023		2024		2025		2026		2027		Thereafter		Total
Term debt		38,215		—		—		—		—		—		38,215
Convertible Notes		5,600		—		74,500		—		—		—		80,100
2026 Notes		—		—		—		185,000		—		—		185,000
Mortgage Note		537		578		648		715		33,487		—		35,965
Acquisition related real estate notes (see note 6)		2,000		5,000				—		—		—		7,000
Acquisition related promissory notes (see note 6)		1,125		1,500		375		—		—		—		3,000
Acquisition related note payable (see note 6)		104		109		113		118		123		2,647		3,214
		47,581		7,187		75,636		185,833		33,610		2,647		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, 2022.

The following table presents information about the current and long-term debt obligations of the Company as of December 31, 2022:



	Balance, January 01		Borrowing		Acquisition related		Conversion/Exchanges			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 (see note 6)	$	7,000		—		—		—			—		$	7,000
Acquisition related promissory notes (see note 6)	$	4,875		—		—		—			(1,875	)	$	3,000
Acquisition related note payable (see note 6)	$	3,314		—		—		—			(100	)	$	3,214
		185,254		169,750		—		—			(2,510	)		352,494

The following table summarizes the scheduled principal payments on the Company’s outstanding indebtedness as of December 31, 2021:



	Balance, January 01		Borrowing		Acquisition related		Conversion			Repayments			Balance, December 31
Term debt	$	69,965	$	—	$	—	$	—		$	—		$	69,965
2025 Convertible Notes		—		74,500		—		—			—			74,500
Mortgage Note		—		20,000		—		—			—			20,000
2023 Convertible Notes		18,760		—		—		(13,160	)		—			5,600
Acquisition related real estate notes (see note 6)		—		—		7,000		—			—			7,000
Acquisition related promissory notes (see note 6)		8,776		—		6,000		—			(9,901	)		4,875
Acquisition related note payable (see note 6)		—		—		3,363		—			(49	)		3,314
	$	97,501	$	94,500	$	16,363	$	(13,160	)	$	(9,950	)	$	185,254

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, 2021 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 US$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 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 the NEO Exchange 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 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 (“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 Convertible Notes can be exchanged into Common Shares at a conversion price of $3.79 (Canadian Dollars). For the purposes of determining the number of Common Shares issuable upon conversion of the Convertible Notes, the principal amount of the 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 Convertible Note is surrendered for conversion. The 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 Convertible Notes are due in full on December 19, 2023. The Company incurred financing costs of $175 in connection with issuance of the Convertible Notes.

The Company determined that the 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. 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 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.

Conversion of Convertible notes

In April 2021, the Company offered an incentive program to the holders of the Convertible Notes, pursuant to which, the Company would issue to each noteholder that surrendered its 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 Convertible Notes surrendered for conversion. Pursuant to this incentive program, 4,550,139 shares were issued upon of conversion of $13,160 of 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. Convertible note holders of $5,600 of the convertible debt issued in 2020 did not convert their debt into Common Shares and as of September 30, 2021, $5,600 of the convertible debt issued in 2020 was still outstanding.

Embedded derivative in 2025 Convertible Notes and 2023 Convertible Notes

The fair value of the embedded derivative was calculated on the date of issuance and at the end of each reporting period using a Monte Carlo simulation model with the following assumptions:


	December 31, 2022			December 31, 2021
Expected volatility		71.5	%		63.8	%
Expected dividends		0.0	%		0.0	%
Expected term (years) for 2025 Convertible Debt		2.5			3.5
Risk-free interest rate for 2025 Convertible Debt		3.9	%		1.1	%
Expected term (years) for 2023 Convertible Debt		1			2
Risk-free interest rate for 2023 Convertible Debt		4.6	%		0.9	%

During the year ended December 31, 2022 and 2021, the Company recognized a gain on remeasurement of the derivative of $6,560 and $13,286 respectively and an expense on remeasurement of the derivative of $11,745, which is recorded as other expense (income) in the consolidated statement of operations, respectively.

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 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 $17,999 as of December 31, 2022. 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 Wall Street prime rate (“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 $15,641 as of December 31, 2022. In connection with this Mortgage, the Company incurred financing costs of $209.

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 $3.10 (Canadian Dollars).

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 13.0% senior secured first-lien notes (“Notes”) and (ii) 120 Common Share purchase warrants (the “May Warrants”) with an exercise price of $2.95 (Canadian Dollars) per underlying Common Share (the “May Private Placement”). Concurrent with the closing of the May Private Placement, the Private Notes were exchanged for Notes. In addition, holders of Private Notes were issued additional 130,388 May Warrants with an exercise price of $2.95 (Canadian Dollars).

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 $4.53 (Canadian Dollars) 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 $5.84 (Canadian Dollars) 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, the “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 can be exchanged for one Common Share. The Warrants expire on May 14, 2023.

The Notes require interest-only payments through May 14, 2023, at a rate of 13.0% per annum, payable semi-annually on May 31 and November 30, which commenced on November 30, 2020. The Notes are due in full on May 15, 2023. The Company incurred financing costs of $3,373 in connection with the issuance of these Notes. The 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 Notes. The debt discount will be amortized to interest expense over the term of the notes using the effective interest method.

The fair value of the warrants included in the private placement were calculated using a Black-Scholes model on the date of issuance with the following assumptions:


Expected volatility	80.00	%
Expected term (years)	3.00
Expected dividends	0.00	%
Risk-free interest rate	0.50	%

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

Total interest and amortization expense on the Company’s debt obligations for the years ended December 31, 2022, 2021 and 2020 were as follows:


	Year Ended
	December 31, 2022			December 31, 2021			December 31, 2020
Interest expense on debt	$	40,123		$	19,370		$	6,193
Amortization of debt discount		5,327			4,921			1,766
Amortization of debt premium		(164	)		(280	)		(47	)
Amortization of debt issuance costs		3,425			1,502			468
Other interest (expense) income, net		(362	)		(779	)		(3,510	)
Total interest expense, net	$	48,349		$	24,734		$	4,870

The weighted average interest rate on the Company’s indebtedness was 8.97%.

February 2022 Private Placement

On February 3, 2022, Columbia Care closed a 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% 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 modified portion of the 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 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.

- Definition

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.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
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-Paragraph 1B
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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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-Name Accounting Standards Codification
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-Paragraph 1I
-Subparagraph (a)
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 20
-Section 50
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-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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+ Details

Current and Long-Term Debt - Additional Information (Details)										1 Months Ended					12 Months Ended			18 Months Ended	24 Months Ended
	Jun. 19, 2022	Feb. 03, 2022 USD ($)	Jun. 29, 2021 USD ($) $ / shares	Nov. 30, 2020 USD ($) Warrants Notes shares	Nov. 27, 2020 shares	Nov. 10, 2020 shares	Oct. 29, 2020 USD ($) Notes $ / shares shares	Jul. 02, 2020 USD ($) Notes $ / shares shares	May 14, 2020 USD ($) $ / shares shares	Jun. 30, 2022 USD ($)	Dec. 31, 2021 USD ($) $ / shares shares	Jun. 29, 2021 USD ($) $ / shares	Apr. 30, 2021 USD ($) shares	Jun. 19, 2020 USD ($) $ / shares	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2020 USD ($) $ / shares	Mar. 31, 2022 $ / shares shares	Sep. 30, 2022 $ / shares shares	Jan. 31, 2022 $ / shares	Sep. 30, 2021 USD ($)	Jul. 31, 2020 USD ($)	Apr. 23, 2020 USD ($)	Mar. 31, 2020 USD ($)	Dec. 31, 2019 $ / shares
Debt Disclosure [Line Items]
Debt Instrument Stated Interest rate															13.00%
Common stock, shares issued \| shares											361,423,270				391,238,484	361,423,270
Purchase warrants exercise price \| $ / shares											$ 7.15				$ 7.22	$ 7.15	$ 6.91			$ 2.95					$ 7.34
Financing costs															$ 3,373,000
Equity Reserve															6,298
Gain on remeasurement of the derivative															6,560,000	$ 13,286,000
Expense on remeasurement of the derivative															11,745,000	11,745,000
Aggregate gross proceeds															$ 169,750,000	94,500,000
Frequency of interest accrual															semi-annually			semi-annually	semi-annually
Debt exchange																(13,160,000)
Weighted average interest rate on indebtedness															8.97%
Derivative liability											$ 6,795,000				$ 235,000	6,795,000
Debt discount											19,301,000				12,483,000	19,301,000
Debt amortization															8,588,000	6,068,000	$ 2,189,000
Term Debt
Debt Disclosure [Line Items]
Aggregate principal amount									$ 1,000,000														$ 1,000,000	$ 14,250,000
Debt Instrument Stated Interest rate									13.00%									9.90%	9.90%
Common stock, shares issued \| shares								75	120									1,723,250	1,723,250
Purchase warrants exercise price \| $ / shares								$ 4.53	$ 2.95									$ 3.10	$ 3.10
Aggregate gross proceeds								$ 4,000,000	$ 19,115,000
Debt exchange															$ (31,750,000)
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%
Financing costs												$ 3,190,000
Conversion price \| $ / shares			$ 6.49									$ 6.49
Aggregate gross proceeds																74,500,000
Frequency of interest accrual			semi-annually
Embedded derivative liability measured at fair value			$ 15,099									$ 15,099
Percentage price of principal amount redeemed															120.00%
Percentage of principal amount redeemed															100.00%
2023 Convertible Notes
Debt Disclosure [Line Items]
Aggregate principal amount														$ 12,800,000								$ 5,960,000
Debt Instrument Stated Interest rate														5.00%
Financing costs in connection with issuance of the Convertible Notes														$ 175,000
Conversion price \| $ / shares														$ 3.79
Frequency of interest accrual	semi-annually
Debt exchange																(13,160,000)
Derivative liability															$ 5,364,000
Convertible Notes
Debt Disclosure [Line Items]
Conversion of Stock, Description												The Company may redeem the 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 the NEO Exchange 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 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]
Conversion of Stock, Description													the Company would issue to each noteholder that surrendered its 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 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
Debt convertable																					$ 5,600,000
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
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															17,999,000
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
Frequency of interest accrual										59 monthly
Maturity date										Jul. 15, 2027
Debt instrument final balloon payment															$ 15,641,000
Mortgages \| New Jersey \| Prime Rate
Debt Disclosure [Line Items]
Interest rate										2.25%
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 \| Term Debt
Debt Disclosure [Line Items]
Aggregate gross proceeds				$ 200,000
Capital Leased Assets, Number of Units \| Notes				1,000			1,000
February 2022 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
February 2022 Private Placement \| Term Debt
Debt Disclosure [Line Items]
Debt Instrument Stated Interest rate		13.00%
Debt exchange		$ 31,750,000
February 2022 Private Placement \| Term Debt \| Debt Modification
Debt Disclosure [Line Items]
Unamortized debt discount and issuance costs		2,153,000
Creditor fees		7,189
Legal fees		$ 301,000

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

Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Accrued Expenses And Other Current Liabilities [Abstract]
Accrued acquisition and settlement of pre-existing relationships	$ 100	$ 86,596
Taxes - property and other	9,306	14,062
Other accrued expenses	29,021	6,035
Payroll liabilities	14,516	12,799
Other current liabilities	10,011	4,673
Construction in progress	1,620	2,789
Accrued expenses and other current liabilities	$ 64,574	$ 126,954

Warrants - Additional Information (Details) - $ / shares	1 Months Ended	12 Months Ended
	Jan. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Warrants And Rights Note Disclosure [Abstract]
Warrants exercised	180,000	180,000	1,485,153	4,019,023
Class Of Warrant Or Right Exercise Price Of Warrants Or Rights1	$ 2.95	$ 7.22	$ 7.15	$ 6.91	$ 7.34
Common shares issued	180,000			6,356,438

Selling, General and Administrative Expenses

12 Months Ended

Dec. 31, 2022

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, 2022		December 31, 2021		December 31, 2020
Salaries and benefits	$	125,702	$	107,081	$	73,762
Professional fees		19,208		21,440		17,887
Depreciation and amortization		59,470		36,321		6,053
Operating facilities costs		42,631		31,562		19,332
Operating office and general expenses		9,879		14,691		10,157
Advertising and promotion		14,173		16,255		6,083
Other fees and expenses		6,267		4,702		9,081
Total selling, general and administrative expenses	$	277,330	$	232,052	$	142,355

Non-Controlling Interests

12 Months Ended

Dec. 31, 2022

Noncontrolling Interest [Abstract]

Non-Controlling Interests

24.

NON-CONTROLLING INTERESTS

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, 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	)


	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, 2021
Current assets	$	2,224		$	2,731		$	4,140		$	169		$	875		$	4,029		$	544		$	8,149		$	768		$	2,937		$	328		$	922		$	4,116		$	31,932
Current liabilities		(1,643	)		(50	)		(1,938	)		(66	)		(300	)		(3,679	)		(644	)		(7,022	)		(799	)		(1,285	)		(323	)		(382	)		(2,301	)		(20,432	)
Current net assets (liabilities)		581			2,681			2,202			103			575			350			(100	)		1,127			(31	)		1,652			5			540			1,815			11,500

Non-current assets		1,638			796			11,918			—			850			27,279			5,323			50,788			603			27,000			5,785			1,105			1,837			134,922
Non-current liabilities		(18,740	)		(1,658	)		(14,674	)		(9,951	)		(3,431	)		(29,889	)		(3,166	)		(56,989	)		(408	)		(32,107	)		(7,148	)		(1,821	)		(779	)		(180,761	)
Non-current net assets (liabilities)		(17,102	)		(862	)		(2,756	)		(9,951	)		(2,581	)		(2,610	)		2,157			(6,201	)		195			(5,107	)		(1,363	)		(716	)		1,058			(45,839	)
Accumulated NCI	$	(19,114	)	$	283		$	—		$	—		$	(80	)	$	(105	)	$	—		$	(277	)	$	(50	)	$	1		$	(1,360	)	$	5		$	129		$	(20,568	)

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, 2019	$	(2,659	)	$	563		$	(221	)	$	(1,507	)	$	(27	)	$	1,479		$	(32	)	$	—		$	—		$	—		$	(99	)	$	—		$	—		$	—		$	—		$	(2,503	)
Net income (loss) attributable to NCI		(15,029	)		(290	)		221			(2,099	)		(29	)		(2,240	)		(102	)		(37	)		(177	)		(2	)		(121	)		(3,880	)		(77	)		—			—			(23,862	)
Other adjustments		—			—			—			—			—			761			—			5,509			—			—			220			—			—			—			—			6,490
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			—			(1,416	)		(24	)		—			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			0			-			(37	)		0			270			0			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	)

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

During the year ended December 31, 2021, in connection with the Company’s plan to sell its Puerto Rico operations, the Company reclassified its outstanding non-controlling interest balance to equity. Additionally, during the year ended December 31, 2021, the Company acquired the outstanding non-controlling interests in Columbia Care Ohio LLC. Post this acquisition, Columbia Care Ohio LLC became a wholly owned subsidiary of the Company.

During the year ended December 31, 2020, Columbia Care International Holdco LLC, a consolidated subsidiary of the Company, issued membership interests of five percent to an unrelated party in consideration for $5,509. In April 2021, the Company issued 783,805 common shares to the unrelated party to buyout their non-controlling interest in Columbia Care International Holdco LLC.

During the year ended December 31, 2020, Leafy Greens Inc, a subsidiary that was consolidated by the Company as of December 31, 2019, issued membership interests to an unrelated party for a consideration of $1,000, resulting in loss of control by the Company. Refer to Note 2 for details of the transaction.

During the year ended December 31, 2022, VentureForth Holdings, LLC, a consolidated subsidiary which previously had a management services agreement with the company, was acquired by merger. The Company issued 18,755,082 common shares and issued approximately $26,000,000 to buyout the non-controlling interest in VentureForth LLC.

Warrants

12 Months Ended

Dec. 31, 2022

Warrants And Rights Note Disclosure [Abstract]

Warrants

12.

WARRANTS

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


	December 31, 2022				December 31, 2021
Expiration	Number of Shares Issued and Exercisable		Exercise Price (Canadian Dollars)		Number of Shares Issued and Exercisable		Exercise Price (Canadian Dollars)
May 8, 2021		—	5.71			—	5.71
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		1,723,250		3.10		1,723,250		3.10
May 14, 2023		1,818,788		2.95		1,998,788		2.95
May 14, 2023		—		4.53		—		4.53
May 14, 2023		1,897,000		5.84		1,897,000		5.84
		11,482,766	$	7.22		11,662,766	$	7.15

Warrant activity during the years ended December 31, 2022, and 2021 is summarized in the table below:


				Weighted average				Weighted average
	Number of			exercise price		Number of		exercise price
	Warrants			(Canadian Dollars)		Warrants		(U.S. Dollars)
Balance as of December 31, 2019		20,055,424		$	7.34	$	—	$	—
Issued		6,356,438			3.93		—		—
Exercised		(4,019,023	)		2.25		—		—
Expired		(9,244,920	)		7.82		—		—
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		—		—

In January 2022, 180,000 warrants with an exercise price of $2.95 were exercised, resulting in the issue of 180,000 common shares.

Property and Equipment - Additional Information (Details) $ in Thousands	1 Months Ended	3 Months Ended	12 Months Ended
	Apr. 30, 2021	Sep. 30, 2020 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 Properties
Property Plant And Equipment [Abstract]
Payments for acquisition of land			$ 9,750
Number of real estate properties acquired \| Properties				2
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

Share-Based Payment Arrangements - Additional Information (Details) - USD ($)	12 Months Ended
	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	2 years 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	64,000
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	$ 18,856,000	$ 14,500,000	$ 16,279,000
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

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, 2022	Dec. 31, 2021	Dec. 31, 2020
Property Plant And Equipment [Line Items]
Property, Plant and Equipment, Gross, Beginning Balance	$ 392,851	$ 145,386
Additions	60,876	184,909
Business acquisitions	0	64,391
Disposals	(1,815)	(795)
Transferred to assets held for sale	(22,894)	(1,040)
Other transfers	0	0
Property, Plant and Equipment, Gross, Ending Balance	429,018	392,851	$ 145,386
Accumulated depreciation beginning balance	(53,159)	(30,986)
Depreciation	(32,059)	(22,325)	(14,891)
Disposals	690	152
Transferred to assets held for sale	13,503	0
Accumulated depreciation ending balance	(71,025)	(53,159)
Land and Buildings
Property Plant And Equipment [Line Items]
Property, Plant and Equipment, Gross, Beginning Balance	113,736	3,757
Additions	14,909	62,122
Business acquisitions		47,857
Disposals	(36)	0
Transferred to assets held for sale	(220)	0
Other transfers	0	0
Property, Plant and Equipment, Gross, Ending Balance	128,389	113,736	3,757
Accumulated depreciation beginning balance	(988)	(202)
Depreciation	(2,708)	(786)
Disposals	0	0
Transferred to assets held for sale	39	0
Accumulated depreciation ending balance	(3,657)	(988)
Furniture and Fixtures
Property Plant And Equipment [Line Items]
Property, Plant and Equipment, Gross, Beginning Balance	8,564	6,970
Additions	657	839
Business acquisitions		194
Disposals	(286)	0
Transferred to assets held for sale	(2,170)	0
Other transfers	2,008	561
Property, Plant and Equipment, Gross, Ending Balance	8,773	8,564	6,970
Accumulated depreciation beginning balance	(3,037)	(1,626)
Depreciation	(1,833)	(1,411)
Disposals	80	0
Transferred to assets held for sale	1,249	0
Accumulated depreciation ending balance	(3,541)	(3,037)
Equipment
Property Plant And Equipment [Line Items]
Property, Plant and Equipment, Gross, Beginning Balance	36,052	22,955
Additions	3,436	8,449
Business acquisitions		3,586
Disposals	(650)	(695)
Transferred to assets held for sale	(5,708)	0
Other transfers	5,337	1,757
Property, Plant and Equipment, Gross, Ending Balance	38,467	36,052	22,955
Accumulated depreciation beginning balance	(12,435)	(7,194)
Depreciation	(7,140)	(5,393)
Disposals	271	152
Transferred to assets held for sale	3,975	0
Accumulated depreciation ending balance	(15,329)	(12,435)
Computers and Software
Property Plant And Equipment [Line Items]
Property, Plant and Equipment, Gross, Beginning Balance	2,914	1,986
Additions	622	603
Business acquisitions		233
Disposals	0	0
Transferred to assets held for sale	(273)	0
Other transfers	274	92
Property, Plant and Equipment, Gross, Ending Balance	3,537	2,914	1,986
Accumulated depreciation beginning balance	(1,208)	(664)
Depreciation	(693)	(544)
Disposals	0	0
Transferred to assets held for sale	181	0
Accumulated depreciation ending balance	(1,720)	(1,208)
Leasehold Improvements
Property Plant And Equipment [Line Items]
Property, Plant and Equipment, Gross, Beginning Balance	145,259	98,380
Additions	22,338	32,864
Business acquisitions		11,161
Disposals	(86)	0
Transferred to assets held for sale	(14,256)	(1,040)
Other transfers	40,199	3,894
Property, Plant and Equipment, Gross, Ending Balance	193,454	145,259	98,380
Accumulated depreciation beginning balance	(35,491)	(21,300)
Depreciation	(19,685)	(14,191)
Disposals	339	0
Transferred to assets held for sale	8,059	0
Accumulated depreciation ending balance	(46,778)	(35,491)
Construction in Progress
Property Plant And Equipment [Line Items]
Property, Plant and Equipment, Gross, Beginning Balance	86,326	11,338
Additions	18,914	80,032
Business acquisitions		1,360
Disposals	(757)	(100)
Transferred to assets held for sale	(267)	0
Other transfers	(47,818)	(6,304)
Property, Plant and Equipment, Gross, Ending Balance	56,398	86,326	$ 11,338
Accumulated depreciation beginning balance	0	0
Depreciation	0	0
Disposals	0	0
Transferred to assets held for sale	0	0
Accumulated depreciation ending balance	$ 0	$ 0

Other (Expense) Income, Net

12 Months Ended

Dec. 31, 2022

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, 2022			December 31, 2021			December 31, 2020
Change in fair value of the derivative liability	$	(6,560	)		(13,286	)		11,745
Acquisition and settlement of pre-existing relationships		—			75,655			14,195
(Gain) loss on remeasurement of contingent consideration		(37,362	)		(59,362	)		21,757
Impairment of disposal group		—			2,000			1,969
Earnout adjustment		349			—			—
Loss on Restructuring		3,089			—			—
Loss on conversion of Convertible Notes		—			1,580			—
Other (income) expense, net		6,605			(252	)		(368	)
Rental income		(3,564	)		—			—
Total other expense, net	$	(37,443	)	$	6,335		$	49,298

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Unaudited) - 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, 2019

$ 217,583

$ 429,475

$ (209,389)

$ 220,086

$ (2,503)

Beginning Balance, Shares at Dec. 31, 2019

117,176,201

99,352,980

Issuance of shares in connection with acquisitions

147,795

Issuance of shares in connection with acquisitions, Shares

48,936,767

Warrants issued with debt

6,298

Warrants exercised

388

Warrants exercised, Shares

2,192,298

Cancellation of restricted stock awards, Shares

(37,314)

Conversion between classes of shares, Shares

72,807,752

(72,807,752)

Equity-based compensation

^[1]

29,805

Equity-based compensation, Shares

^[1]

1,852,064

Sale of membership interests in subsidiary

5,509

Deconsolidation of subsidiary

220

Non-controlling interest buyouts

(1,000)

18,301

(20,062)

(1,761)

761

Non-controlling interest buyouts, Shares

7,038,835

Net loss

(119,649)

(95,787)

(23,862)

Ending Balance at Dec. 31, 2020

286,949

632,062

(325,238)

306,824

(19,875)

Ending Balance, Shares at Dec. 31, 2020

250,003,917

26,507,914

Issuance of shares, net

133,196

Issuance of shares, net, 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

Warrants exercised

1,901

Warrants exercised, Shares

813,943

Cancellation of restricted stock awards, Shares

(48,590)

(16,874)

Conversion between classes of shares, Shares

11,761,404

(11,761,404)

Equity-based compensation

^[1]

21,318

Equity-based compensation, Shares

^[1]

5,880,944

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

Issuance of shares in connection with acquisitions

7,619

Issuance of shares in connection with acquisitions, Shares

2,082,589

Warrants exercised

425

Warrants exercised, Shares

180,000

Cancellation of restricted stock awards, Shares

(26,037)

Conversion between classes of shares, Shares

4,693,780

(4,693,780)

Equity-based compensation

^[1]

69,517

Equity-based compensation, Shares

^[1]

22,858,845

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

[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.

Current and Long-Term Debt - Schedule of Calculation of Fair Value Using Monte Carlo Simulation Model (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Debt Disclosure [Line Items]
Expected volatility	70.00%
Expected dividends	0.00%
Expected term (years)	5 years
Risk-free interest rate	1.52%
Monte Carlo Common
Debt Disclosure [Line Items]
Expected volatility	71.50%	63.80%
Expected dividends	0.00%	0.00%
2025 Convertible Notes \| Monte Carlo Common
Debt Disclosure [Line Items]
Expected term (years)	2 years 6 months	3 years 6 months
Risk-free interest rate	3.90%	1.10%
2023 Convertible Notes \| Monte Carlo Common
Debt Disclosure [Line Items]
Expected term (years)	1 year	2 years
Risk-free interest rate	4.60%	0.90%

Financial Instruments and Fair Value Measurements - Additional Information (Details)	12 Months Ended
	Dec. 31, 2022 USD ($)
Fair Value Disclosures [Abstract]
Fair value transfers of amounts between levels	$ 0

Non-Controlling Interests - Additional Information (Details) - USD ($)	1 Months Ended	12 Months Ended
	Apr. 30, 2021	Dec. 31, 2022	Dec. 31, 2020
Noncontrolling Interest [Line Items]
Sale of membership interests in subsidiary			$ 5,509,000
Non-controlling interest buyouts			$ (1,000,000)
Common Stock
Noncontrolling Interest [Line Items]
Non-controlling interest buyouts, Shares			7,038,835
Columbia Care International Holdco LLC
Noncontrolling Interest [Line Items]
Sale of membership interests in subsidiary			$ 5,509,000
Columbia Care International Holdco LLC \| Common Stock
Noncontrolling Interest [Line Items]
Non-controlling interest buyouts, Shares	783,805
Leafy Greens Inc
Noncontrolling Interest [Line Items]
Sale of membership interests in subsidiary			$ 1,000,000
Venture Forth Holdings L L C
Noncontrolling Interest [Line Items]
Non-controlling interest buyouts		$ 26,000,000
Venture Forth Holdings L L C \| Common Stock
Noncontrolling Interest [Line Items]
Non-controlling interest buyouts, Shares		18,755,082

Reverse Takeover Transaction and Public Filing Status - Schedule of Identifiable Assets Acquired and Liabilities (Parenthetical) (Details)	12 Months Ended
	Dec. 31, 2022 shares
Reverse Takeover Transaction [Abstract]
Common shares held	19,077,096
Warrants held	5,394,945

Net Assets Held For Sale (Tables)

12 Months Ended

Dec. 31, 2022

Disposal Group, Including Discontinued Operation, Assets [Abstract]

Schedule of Disposal Group Stated at Fair Value Less Costs to Sell and Comprised, Assets and Liabilities

The disposal group was stated at fair value less costs to sell and comprised the following assets and liabilities:


	December 31, 2022					December 31, 2021
Property, plant and equipment	$	9,392			$	1,040
Right-of-use assets		19,001				1,080
Prepaid expenses and other current assets		696				—
Assets held for sale	$		29,089		$	2,120
Lease liabilities	$	(20,179		)	$	(1,122	)
Liabilities held for sale	$		(20,179	)	$	(1,122	)

Other Non-Current Assets (Tables)

12 Months Ended

Dec. 31, 2022

Other Assets Noncurrent [Abstract]

Schedule of Other Non-Current Assets

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


	December 31, 2022		December 31, 2021
Long term deposits	$	8,090	$	5,602
Indemnification receivable		2,774		4,111
Investment in affiliates		775		776
Restricted cash		1,335		335
Notes receivable		2,148		2,211
Other non-current assets	$	15,122	$	13,035

Leasing Activities - Summary of Weighted Average Remaining Lease Term and Discount Rate (Details)	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Operating leases, Weighted average remaining lease term	15 years 4 months 24 days	15 years
Finance leases, Weighted average remaining lease term	9 years 6 months	13 years 6 months
Operating leases, Weighted average discount rate	7.01%	7.02%
Finance leases, Weighted average discount rate	7.74%	7.67%

Property and Equipment - Property and Equipment and Related Depreciation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Property Plant And Equipment [Line Items]
Total property and equipment, gross	$ 429,018	$ 392,851	$ 145,386
Less: Accumulated depreciation	(71,025)	(53,159)
Total property and equipment, net	357,993	339,692
Total depreciation expense	32,059	22,325	14,891
Costs of Sales Related to Inventory Production
Property Plant And Equipment [Line Items]
Total depreciation expense	18,565	12,853	8,840
Selling, General and Administrative Expenses
Property Plant And Equipment [Line Items]
Total depreciation expense	13,494	9,472	6,051
Land and Buildings
Property Plant And Equipment [Line Items]
Total property and equipment, gross	128,389	113,736	3,757
Total depreciation expense	2,708	786
Furniture and Fixtures
Property Plant And Equipment [Line Items]
Total property and equipment, gross	8,773	8,564	6,970
Total depreciation expense	1,833	1,411
Equipment
Property Plant And Equipment [Line Items]
Total property and equipment, gross	38,467	36,052	22,955
Total depreciation expense	7,140	5,393
Computers and Software
Property Plant And Equipment [Line Items]
Total property and equipment, gross	3,537	2,914	1,986
Total depreciation expense	693	544
Leasehold Improvements
Property Plant And Equipment [Line Items]
Total property and equipment, gross	193,454	145,259	98,380
Total depreciation expense	19,685	14,191
Construction in Progress
Property Plant And Equipment [Line Items]
Total property and equipment, gross	56,398	86,326	$ 11,338
Total depreciation expense	$ 0	$ 0

Summary of Significant Accounting (Policies)

12 Months Ended

Dec. 31, 2022

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, 2022			December 31, 2021			December 31, 2020
Colorado		18.4	%		21.8	%		21.3	%
Pennsylvania	*				11.5	%		19.5	%
California	*				11.5	%	*
Massachusetts	*				10.3	%		19.8	%
Virginia		10.4	%	*			*
New York	*			*			*

* 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 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, 2022		December 31, 2021		December 31, 2020
Dispensary	$	438,879	$	376,582	$	164,011
Cultivation and wholesale		72,580		83,180		15,347
Other		119		318		145
	$	511,578	$	460,080	$	179,503

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

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

(1)

Accounting pronouncements not yet adopted

Reclassification

Critical accounting estimates and judgments

Financial statement areas that require significant judgement are as follows:

Goodwill and Intangible Assets

12 Months Ended

Dec. 31, 2022

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, 2021	$	184,018		$	285,854		$	59,694		$	52,500		$	582,066
Business acquisitions	$	5,899		$	—		$	—		$	—		$	5,899
PPA Adjustments	$	—		$	(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	)


	Goodwill			Licenses		Trademarks		Customer Relationships		Total
Cost
As of December 31, 2020	$	137,759		$	68,193	$	33,043	$	3,286	$	242,281
Business acquisitions		118,587			217,661		26,651		49,214		412,113
Impairment		(72,328	)		—		—		—		(72,328	)
Balance of December 31, 2021	$	184,018		$	285,854	$	59,694	$	52,500	$	582,066


	Goodwill		Licenses			Trademarks			Customer Relationships			Total
Accumulated Amortization
As of December 31, 2020	$	—	$	(3,096	)	$	(1,028	)	$	(56	)	$	(4,180	)
Amortization		—		(16,175	)		(6,009	)		(3,897	)		(26,081	)
Balance of December 31, 2021	$	—	$	(19,271	)	$	(7,037	)	$	(3,953	)	$	(30,261	)

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 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. The decision to reduce the long-term growth outlook resulted in a downward adjustment of the future financial forecasts for the Company’s Green Leaf Medical 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 as at October 1, 2022:


			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 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 gLeaf (mostly Pennsylvania) asset groups for the definite lived assets impairment. The Company determined that the California reporting unit was not impaired and supported this assumption through use of revenue market multiples. In addition, the Company uses its market capitalization and comparative market multiples to corroborate discounted cash flow results. 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 California Reporting Unit and $340,121 recorded as impairment of its goodwill and intangible assets of its Green Leaf (primarily Pennsylvania) 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 – 2021

In the fourth quarter of fiscal 2021, 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 following table outlines the key assumptions used in calculating the recoverable amount for each Reporting Unit used in the impairment analysis as at October 1, 2021:


	Goodwill impairment testing
	Colorado		California
Significant estimates used by management
Years of cash flows before terminal value	5		5
Discount rate	15.5	%	18.0	%
Terminal value multiple / rate	3.0	%	3.0	%

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, 2022		December 31, 2021		December 31, 2020
Goodwill impairment	$	170,643	$	72,328	$	—
Amortization expenses		44,530		26,081		3,640


Future estimated amortization expense:	Amount
2023	$	19,212
2024		19,212
2025		19,082
2026		17,385
2027		16,635
2028 and thereafter		53,739
Total	$	145,265

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.

Goodwill and Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2022

Goodwill And Intangible Assets Disclosure [Abstract]

Schedule of Goodwill and Intangible Assets

Goodwill and intangible assets consist of the following:


	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
PPA Adjustments	$	—		$	(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	)


	Goodwill			Licenses		Trademarks		Customer Relationships		Total
Cost
As of December 31, 2020	$	137,759		$	68,193	$	33,043	$	3,286	$	242,281
Business acquisitions		118,587			217,661		26,651		49,214		412,113
Impairment		(72,328	)		—		—		—		(72,328	)
Balance of December 31, 2021	$	184,018		$	285,854	$	59,694	$	52,500	$	582,066


	Goodwill		Licenses			Trademarks			Customer Relationships			Total
Accumulated Amortization
As of December 31, 2020	$	—	$	(3,096	)	$	(1,028	)	$	(56	)	$	(4,180	)
Amortization		—		(16,175	)		(6,009	)		(3,897	)		(26,081	)
Balance of December 31, 2021	$	—	$	(19,271	)	$	(7,037	)	$	(3,953	)	$	(30,261	)

Schedule of Key Assumptions Used in Calculating Recoverable Amount for Each Reporting Unit

The following table outlines the key assumptions used in calculating the recoverable amount for each Reporting Unit used in the impairment analysis as at October 1, 2022:


			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 following table outlines the key assumptions used in calculating the recoverable amount for each Reporting Unit used in the impairment analysis as at October 1, 2021:


	Goodwill impairment testing
	Colorado		California
Significant estimates used by management
Years of cash flows before terminal value	5		5
Discount rate	15.5	%	18.0	%
Terminal value multiple / rate	3.0	%	3.0	%

Schedule of Selling General and Administrative Expenses

Selling, general and administrative expenses included the following:


	Year ended
	December 31, 2022		December 31, 2021		December 31, 2020
Goodwill impairment	$	170,643	$	72,328	$	—
Amortization expenses		44,530		26,081		3,640

Schedule of Estimated Future Amortization Expense

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


Future estimated amortization expense:	Amount
2023	$	19,212
2024		19,212
2025		19,082
2026		17,385
2027		16,635
2028 and thereafter		53,739
Total	$	145,265

Current and Long-Term Debt - Schedule of The Fair Value of Warrants in Private Placement Using Black Scholes Model (Details)	12 Months Ended
	Dec. 31, 2022
Debt Disclosure [Line Items]
Expected volatility	70.00%
Expected term (years)	5 years
Expected dividends	0.00%
Risk-free interest rate	1.52%
Warrant [Member]
Debt Disclosure [Line Items]
Expected volatility	80.00%
Expected term (years)	3 years
Expected dividends	0.00%
Risk-free interest rate	0.50%

Net Assets Held For Sale - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Fair value of net assets held for sale	$ 0
Cresco Labs
Impairment losses	$ 2,000	$ 1,969

Summary of Significant Accounting - Schedule Of Revenues From External Customers and Long Lived Assets by Geographical Areas (Details)	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Colorado
Percentage Of Revenue By Geographical Area [Line Items]
Percentage of revenue	18.40%	21.80%	21.30%
Pennsylvania
Percentage Of Revenue By Geographical Area [Line Items]
Percentage of revenue		11.50%	19.50%
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%	19.80%
Virginia
Percentage Of Revenue By Geographical Area [Line Items]
Percentage of revenue	10.40%

Non-Controlling Interests (Tables)

12 Months Ended

Dec. 31, 2022

Noncontrolling Interest [Abstract]

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

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, 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	)


	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, 2021
Current assets	$	2,224		$	2,731		$	4,140		$	169		$	875		$	4,029		$	544		$	8,149		$	768		$	2,937		$	328		$	922		$	4,116		$	31,932
Current liabilities		(1,643	)		(50	)		(1,938	)		(66	)		(300	)		(3,679	)		(644	)		(7,022	)		(799	)		(1,285	)		(323	)		(382	)		(2,301	)		(20,432	)
Current net assets (liabilities)		581			2,681			2,202			103			575			350			(100	)		1,127			(31	)		1,652			5			540			1,815			11,500

Non-current assets		1,638			796			11,918			—			850			27,279			5,323			50,788			603			27,000			5,785			1,105			1,837			134,922
Non-current liabilities		(18,740	)		(1,658	)		(14,674	)		(9,951	)		(3,431	)		(29,889	)		(3,166	)		(56,989	)		(408	)		(32,107	)		(7,148	)		(1,821	)		(779	)		(180,761	)
Non-current net assets (liabilities)		(17,102	)		(862	)		(2,756	)		(9,951	)		(2,581	)		(2,610	)		2,157			(6,201	)		195			(5,107	)		(1,363	)		(716	)		1,058			(45,839	)
Accumulated NCI	$	(19,114	)	$	283		$	—		$	—		$	(80	)	$	(105	)	$	—		$	(277	)	$	(50	)	$	1		$	(1,360	)	$	5		$	129		$	(20,568	)

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, 2019	$	(2,659	)	$	563		$	(221	)	$	(1,507	)	$	(27	)	$	1,479		$	(32	)	$	—		$	—		$	—		$	(99	)	$	—		$	—		$	—		$	—		$	(2,503	)
Net income (loss) attributable to NCI		(15,029	)		(290	)		221			(2,099	)		(29	)		(2,240	)		(102	)		(37	)		(177	)		(2	)		(121	)		(3,880	)		(77	)		—			—			(23,862	)
Other adjustments		—			—			—			—			—			761			—			5,509			—			—			220			—			—			—			—			6,490
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			—			(1,416	)		(24	)		—			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			0			-			(37	)		0			270			0			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	)

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

Current and Long-Term Debt - Total Interest and Amortization Expense on Debt Obligations (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Debt Disclosure [Abstract]
Interest expense on debt	$ 40,123	$ 19,370	$ 6,193
Amortization of debt discount	5,327	4,921	1,766
Amortization of debt premium	(164)	(280)	(47)
Amortization of debt issuance costs	3,425	1,502	468
Other interest (expense) income, net	(362)	(779)	(3,510)
Total interest expense, net	$ 48,349	$ 24,734	$ 4,870

Goodwill and Intangible Assets - Schedule of Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Finite Lived Intangible Assets [Line Items]
Impairment	$ 170,643	$ 72,328	$ 0
Amortization	(44,530)	(26,081)	(3,640)
Cost
Finite Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Cost Beginning balance	582,066	242,281
Business acquisitions	5,899	412,113
PPA Adjustments	(7,331)
Impairment	(340,122)	(72,328)
Disposals	(1,447)
Finite-Lived Intangible Assets, Cost Ending balance	239,065	582,066	242,281
Accumulated amortization
Finite Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Accumulated Amortization, Beginning Balance	(30,261)	(4,180)
Amortization	(44,530)	(26,081)
Disposals	265
Finite-Lived Intangible Assets, Accumulated Amortization, Ending Balance	(74,526)	(30,261)	(4,180)
Goodwill \| Cost
Finite Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Cost Beginning balance	184,018	137,759
Business acquisitions	5,899	118,587
PPA Adjustments	0
Impairment	(170,643)	(72,328)
Disposals	0
Finite-Lived Intangible Assets, Cost Ending balance	19,274	184,018	137,759
Goodwill \| Accumulated amortization
Finite Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Accumulated Amortization, Beginning Balance	0	0
Amortization	0	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	285,854	68,193
Business acquisitions	0	217,661
PPA Adjustments	(7,331)
Impairment	(120,165)	0
Disposals	(1,447)
Finite-Lived Intangible Assets, Cost Ending balance	156,911	285,854	68,193
Licenses \| Accumulated amortization
Finite Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Accumulated Amortization, Beginning Balance	(19,271)	(3,096)
Amortization	(27,300)	(16,175)
Disposals	265
Finite-Lived Intangible Assets, Accumulated Amortization, Ending Balance	(46,306)	(19,271)	(3,096)
Trademarks \| Cost
Finite Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Cost Beginning balance	59,694	33,043
Business acquisitions	0	26,651
PPA Adjustments	0
Impairment	(13,758)	0
Disposals	0
Finite-Lived Intangible Assets, Cost Ending balance	45,936	59,694	33,043
Trademarks \| Accumulated amortization
Finite Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Accumulated Amortization, Beginning Balance	(7,037)	(1,028)
Amortization	(8,564)	(6,009)
Disposals	0
Finite-Lived Intangible Assets, Accumulated Amortization, Ending Balance	(15,601)	(7,037)	(1,028)
Customer Relationships \| Cost
Finite Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Cost Beginning balance	52,500	3,286
Business acquisitions	0	49,214
PPA Adjustments	0
Impairment	(35,556)	0
Disposals	0
Finite-Lived Intangible Assets, Cost Ending balance	16,944	52,500	3,286
Customer Relationships \| Accumulated amortization
Finite Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Accumulated Amortization, Beginning Balance	(3,953)	(56)
Amortization	(8,666)	(3,897)
Disposals	0
Finite-Lived Intangible Assets, Accumulated Amortization, Ending Balance	$ (12,619)	$ (3,953)	$ (56)

Share-Based Payment Arrangements (Tables)

12 Months Ended

Dec. 31, 2022

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, 2022,2021 and 2020 is presented below:


	Stock Options			Weighted-Average Exercise Price (Canadian Dollars)		Weighted-Average Remaining Contractual Term (Years)
Outstanding, December 31, 2020		55,384			10.90		2.3
Forfeited		(27,692	)		10.90
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		—			—		—

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, 2020		11,995,751		$	3.64
Granted		3,564,365			6.88
Vested		(3,473,235	)		5.27
Forfeited		(1,310,433	)		5.48
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

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


	Year ended
(Dollars in thousands)	December 31, 2022		December 31, 2021		December 31, 2020
Share-based compensation	$	18,856	$	14,500	$	16,279

Schedule of Unrecognized Compensation Cost

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


	December 31, 2022		December 31, 2021
Unrecognized compensation costs	$	22,118	$	16,800
Weighted average period over which compensation cost will be recognized (in years)		2.7		2.7
Maximum term relating to outstanding RSUs (in years)	3.2			3.9
Obligation to issue shares for RSUs vested during the year (in shares)	—			1,402

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:


		Weighted-Average
	Units	Threshold Amount
Unvested, December 31, 2020	—		—
Unvested, December 31, 2021	—	$	—
Unvested, December 31, 2022	—	$	—

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 life (in years)	4.15
Expected dividends	0.00	%
Risk-free interest rate	1.55	%

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 31,2022, 2021 and 2020 is presented below:


	Shares			Weighted-Average Grant Date Fair Value
Unvested, December 31, 2020		727,478		$	7.19
Forfeited		(65,464	)		12.12
Converted to common shares		(486,588	)		6.46
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		—		—

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, 2022		December 31, 2021		December 31, 2020
Share-based compensation	$	262	$	1,345	$	4,484

Schedule of Unrecognized Compensation Cost

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


	December 31, 2022		December 31, 2021
Unrecognized compensation costs		-	$	262
Weighted average period over which compensation cost will be recognized (in years)		-		0.5
Maximum term relating to outstanding CAP and RSAs (in years)		-		0.8

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, 2019		5,259,408		$	5.66
Granted		2,980,751			2.43
Forfeited		(188,341	)		7.44
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

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


	Year ended
(Dollars in thousands)	December 31, 2022		December 31, 2021		December 31, 2020
Share-based compensation	$	8,812	$	9,237	$	8,944

Schedule of Unrecognized Compensation Cost

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


	December 31, 2022		December 31, 2021
Unrecognized compensation costs	$	5,190	$	12,480
Weighted average period over which compensation cost will be recognized (in years)		1.5		1.9
Maximum term relating to outstanding PSUs and TSRs (in years)		2.2		2.3

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	%

IIP

Share Based Compensation Arrangement By Share Based Payment Award [Line Items]

Schedule of Award Activity

The number of units outstanding under the IIP Plan are summarized in the table below:


	Units			Weighted-Average Liquidation Value
Unvested, December 31, 2019		629,277		$	51.29
Units forfeited		(23,612	)		61.98
Units converted to RSUs		(605,665	)		50.87
Unvested, December 31, 2020		—			—
Unvested, December 31, 2021	—			—
Unvested, December 31, 2022	—			—

Goodwill and Intangible Assets - Schedule of Estimated Future Amortization Expense (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Goodwill And Intangible Assets Disclosure [Abstract]
2023	$ 19,212
2024	19,212
2025	19,082
2026	17,385
2027	16,635
2028 and thereafter	53,739
Total	$ 145,265	$ 367,787

Warrants (Tables)

12 Months Ended

Dec. 31, 2022

Warrants And Rights Note Disclosure [Abstract]

Summary of Outstanding Equity-Classified Warrants to Purchase Common Stock

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


	December 31, 2022				December 31, 2021
Expiration	Number of Shares Issued and Exercisable		Exercise Price (Canadian Dollars)		Number of Shares Issued and Exercisable		Exercise Price (Canadian Dollars)
May 8, 2021		—	5.71			—	5.71
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		1,723,250		3.10		1,723,250		3.10
May 14, 2023		1,818,788		2.95		1,998,788		2.95
May 14, 2023		—		4.53		—		4.53
May 14, 2023		1,897,000		5.84		1,897,000		5.84
		11,482,766	$	7.22		11,662,766	$	7.15

Schedule of Warrant Activity

Warrant activity during the years ended December 31, 2022, and 2021 is summarized in the table below:


				Weighted average				Weighted average
	Number of			exercise price		Number of		exercise price
	Warrants			(Canadian Dollars)		Warrants		(U.S. Dollars)
Balance as of December 31, 2019		20,055,424		$	7.34	$	—	$	—
Issued		6,356,438			3.93		—		—
Exercised		(4,019,023	)		2.25		—		—
Expired		(9,244,920	)		7.82		—		—
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		—		—

Share-Based Payment Arrangements - Schedule of Weighted Average Valuation Assumptions (Details) - $ / shares	12 Months Ended
	Dec. 31, 2022	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)		$ 10.90
Strike price at grant date (Canadian Dollars)		$ 10.90
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)	4 years 1 month 24 days
Expected dividends	0.00%
Risk-free interest rate	1.55%

Share-Based Payment Arrangements - Schedule of Stock Option Activity (Detail) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Net of Forfeitures [Abstract]
Number of Stock Options, Outstanding, Beginning	27,692	55,384
Stock Options, Forfeited	(27,692)	(27,692)
Number of Stock Options, Outstanding, Ending	0	(27,692)	(55,384)
Stock Options, Exercisable Ending	0
Weighted Average Exercise Price, Outstanding, Beginning	$ 10.90	$ 10.90
Weighted Average Exercise Price, Forfeited	10.90	10.90
Weighted Average Exercise Price, Outstanding, Ending	0	$ 10.90	$ 10.90
Weighted Average Exercise Price, Exercisable Ending	$ 0
Weighted Average Remaining Contractual Term (Years)		1 year 3 months 18 days	2 years 3 months 18 days