Greenlane Holdings, Inc. 10-K/A

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Index to Consolidated Financial Statements Page Report of Independent Registered Public Accounting Firm Marcum LLP PCAOB ID: 688 58 Consolidated Balance Sheets 60 Consolidated Statements of Operations and Comprehensive Loss 61 Consolidated Statements of Stockholders' Equity 62 Consolidated Statements of Cash Flows 63 Notes to Consolidated Financial Statements 65 57 Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors of Greenlane Holdings, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Greenlane Holdings, Inc. (the “Company”) as of December 31, 2022 and 2021, the related consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2022, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America. Restatement of Previously Issued Financial Statements As discussed in Note 2 to the financial statements, the Company has restated its financial statements as of December 31, 2022 and for the year then ended to correct certain misstatements. Change in Accounting Principle – Outbound Shipping and Handling Costs As discussed in Note 2 to the financial statements, the Company has elected to retrospectively change its method of accounting for outbound shipping and handling costs effective January 1, 2021. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ Marcum LLP Marcum LLP We have served as the Company’s auditor since 2021. Costa Mesa, CA March 31, 2023 (except for the effects of the restatement discussed in Note 2, as to which the date is January 5, 2024) 58 59 GREENLANE HOLDINGS, INC. CONSOLIDATED BALANCE SHEETS (in thousands, except par value per share amounts) December 31, 2022 December 31, 2021 (As restated) ASSETS Current assets Cash $ 6,458 $ 12,857 Restricted cash 5,718 — Accounts receivable, net of allowance of $ 4,826 and $ 1,285 at December 31, 2022 and 2021, respectively 6,468 14,690 Inventories, net 40,643 66,982 Vendor deposits 6,296 18,475 Assets held for sale — 75 Other current assets (Note 8) 11,120 11,658 Total current assets 76,703 124,737 Property and equipment, net 3,962 20,851 Intangible assets, net — 84,710 Goodwill — 41,860 Operating lease right-of-use assets 3,442 9,128 Other assets 5,578 4,541 Total assets $ 89,685 $ 285,827 LIABILITIES Current liabilities Accounts payable $ 14,953 $ 23,041 Accrued expenses and other current liabilities (Note 8) 11,882 25,128 Customer deposits 3,983 7,924 Current portion of notes payable, including $ 0 and $ 8,000 owed to related party at December 31, 2022 and 2021, respectively 3,185 11,615 Current portion of operating leases 1,528 3,091 Current portion of finance leases 128 169 Total current liabilities 35,659 70,968 Notes payable, less current portion and debt issuance costs, net 13,040 10,607 Operating leases, less current portion 1,887 6,142 Finance leases, less current portion 29 72 Other liabilities 79 1,674 Total long-term liabilities 15,035 18,495 Total liabilities 50,694 89,463 Commitments and contingencies (Note 7) STOCKHOLDERS’ EQUITY Preferred stock, $ 0.0001 par value, 10,000 shares authorized, none issued and outstanding — — Class A common stock, $ 0.01 par value per share, 600,000 shares authorized, and 15,985 shares issued and outstanding as of December 31, 2022; 600,000 shares authorized, 4,260 shares issued and outstanding as of December 31, 2021* 152 43 Class B common stock, $ 0.0001 par value per share, 30,000 shares authorized, and 0 shares issued and outstanding as of December 31, 2022; 30,000 shares authorized, and 1,087 shares issued and outstanding as of December 31, 2021* — — Class C Common stock, $ 0.0001 par value per share, no shares authorized as of December 31, 2022; 0 shares authorized, and 0 shares issued and outstanding as of December 31, 2021 — — Additional paid-in capital* 263,880 229,705 Accumulated deficit ( 225,114 ) ( 55,544 ) Accumulated other comprehensive income 55 324 Total stockholders’ equity attributable to Greenlane Holdings, Inc. 38,973 174,528 Non-controlling interest 18 21,836 Total stockholders’ equity 38,991 196,364 Total liabilities and stockholders’ equity $ 89,685 $ 285,827 * After giving effect to the one-for-20 Reverse Stock Split effective August 9, 2022. The accompanying notes are an integral part of these consolidated financial statements. 60 GREENLANE HOLDINGS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (in thousands, except per share amounts) For the year ended December 31, 2022 2021 (As restated) Net sales $ 137,085 $ 166,060 Cost of sales 112,102 132,207 Gross profit 24,983 33,853 Operating expenses: Salaries, benefits and payroll taxes 31,290 34,012 General and administrative 41,000 47,874 Goodwill and indefinite-lived intangibles impairment charge 71,360 — Definite-lived intangibles impairment charge 50,694 — Property and equipment impairment charge 7,336 — Depreciation and amortization 7,405 4,689 Total operating expenses 209,085 86,575 Loss from operations ( 184,102 ) ( 52,722 ) Other income (expense), net: Interest expense ( 2,450 ) ( 574 ) Employee retention credits 4,854 — Other expense, net ( 541 ) ( 117 ) Total other income (expense), net 1,863 ( 691 ) Loss before income taxes ( 182,239 ) ( 53,413 ) (Benefit from) provision for income taxes ( 13 ) 10 Net loss ( 182,226 ) ( 53,423 ) Less: Net loss attributable to non-controlling interest ( 12,717 ) ( 22,840 ) Net loss attributable to Greenlane Holdings, Inc. $ ( 169,509 ) $ ( 30,583 ) Net loss attributable to Class A common stock per share - basic and diluted (Note 9)* $ ( 22.51 ) $ ( 15.85 ) Weighted-average shares of Class A common stock outstanding - basic and diluted (Note 9)* 7,531 1,930 Other comprehensive income (loss): Foreign currency translation adjustments ( 211 ) 115 Unrealized gain (loss) on derivative instrument 26 376 Comprehensive loss ( 182,411 ) ( 52,932 ) Less: Comprehensive loss attributable to non-controlling interest ( 12,633 ) ( 22,644 ) Comprehensive loss attributable to Greenlane Holdings, Inc. $ ( 169,778 ) $ ( 30,288 ) *After giving effect to the one-for-20 Reverse Stock Split effective August 9, 2022. The accompanying notes are an integral part of these consolidated financial statements. 61 GREENLANE HOLDINGS, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (in thousands) Class A Common Stock Class B Common Stock Class C Common Stock Additional Paid-In Capital* Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Non- Controlling Interest Total Stockholders’ Equity Shares* Amount* Shares* Amount* Shares Amount Balance December 31, 2020 666 $ 7 175 $ — 76,039 $ 8 $ 39,869 $ ( 24,848 ) $ 29 $ 54,192 $ 69,257 Net loss — — — — — — — ( 30,583 ) — ( 22,840 ) ( 53,423 ) Equity-based compensation 9 — — — — — 3,131 — — 2,543 5,674 Exchanges of noncontrolling interest for Class A common stock 354 4 ( 260 ) — ( 5,738 ) ( 1 ) 12,244 — — ( 12,247 ) — Exercise of Class A common stock options and warrants 301 3 — — — — 304 — — — 307 Conversion of Class C common stock — — 1,172 — ( 70,301 ) ( 7 ) 7 — — — — Issuance of Class A common stock and pre-funded warrants, net of costs 2,939 29 — — — — 174,574 — — — 174,603 Member distribution — — — — — — — ( 200 ) — — ( 200 ) Cancellation of Class B common stock due to forfeitures — — — — — — 8 — — ( 8 ) — Other comprehensive income — — — — — — — — 295 196 491 Other ( 9 ) — — — — — ( 432 ) 87 — — ( 345 ) Balance December 31, 2021 4,260 43 1,087 — — — 229,705 ( 55,544 ) 324 21,836 196,364 Net loss (As restated) — — — — — — — ( 169,509 ) — ( 12,717 ) ( 182,226 ) Equity-based compensation 109 ( 2 ) — — — — 1,413 — — 259 1,670 Issuance of Class A shares, net of costs - ATM Program 853 9 — — — — 9,016 — — — 9,025 Issuance of Class A shares - contingent consideration 191 2 — — — — 3,484 — — — 3,486 Issuance of Class A shares, net of costs - June 2022 Offering 585 6 — — — — 5,034 — — — 5,040 Issuance of Class A shares, net of costs - October 2022 Offering 8,333 84 — — — — 6,926 — — — 7,010 Issuance of Class A shares - Amended Eyce APA (Note 3) 72 1 — — — — 656 — — — 657 Issuance of Class A common stock and pre-funded warrants, net of costs 495 — — — — — — — — — — Reclassification adjustment for gain included in net loss (Note 4) — — — — — — — — ( 332 ) — ( 332 ) VIBES disposition / deconsolidation (Note 3) — — — — — — — — — ( 1,789 ) ( 1,789 ) Exchanges of noncontrolling interest for Class A common stock (As restated) 1,087 9 ( 1,087 ) — — — 7,646 — — ( 7,655 ) — Other comprehensive income — — — — — — — — 63 84 147 Other — — — — — — — ( 61 ) — — ( 61 ) Balance Balance December 31, 2022 (As restated) 15,985 $ 152 — $ — — $ — $ 263,880 $ ( 225,114 ) $ 55 $ 18 $ 38,991 * After giving effect to the one-for-20 Reverse Stock Split effective August 9, 2022. The accompanying notes are an integral part of these consolidated financial statements. 62 GREENLANE HOLDINGS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) For the year ended December 31 2022 2021 Cash flows from operating activities: Net loss (including amounts attributable to non-controlling interest) (As restated) $ ( 182,226 ) $ ( 53,423 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization (As restated) 7,405 4,689 Equity-based compensation expense 2,298 5,715 Goodwill and indefinite-lived intangibles impairment charge 71,360 — Definite-lived intangibles impairment charge (As restated) 50,694 — Property and equipment impairment charge (As restated) 7,336 — Change in fair value of contingent consideration 509 189 Write-off of Eyce 2022 Contingent Payment in conjunction with the Amended Eyce APA ( 267 ) — Change in provision for doubtful accounts 3,311 236 Gain related to indemnification asset ( 2,018 ) ( 1,692 ) (Gain) loss on disposal of fixed assets 1,398 109 (Gain) loss on disposal of held-for-sale assets ( 705 ) 97 Gain related to VIBES disposition / deconsolidation (Note 3) ( 2,062 ) — Realized and unrealized loss on equity investments 1,214 171 Realized (gain) loss on interest rate swap contract (Note 4) ( 408 ) — Amortization of deferred financing costs and debt discount 644 23 Other ( 124 ) 63 Changes in operating assets and liabilities, net of the effects of acquisitions: Decrease (increase) in accounts receivable 4,910 ( 1,393 ) Decrease (increase) in inventories 26,345 5,730 Decrease (increase) in vendor deposits 7,899 ( 43 ) Decrease (increase) in other current assets ( 2,595 ) 9,087 (Decrease) increase in accounts payable ( 6,459 ) ( 1,301 ) (Decrease) Increase in accrued expenses and other liabilities ( 10,944 ) ( 6,808 ) (Decrease) increase in customer deposits ( 3,941 ) 1,221 Net cash used in operating activities ( 26,426 ) ( 37,330 ) Cash flows from investing activities: Purchase consideration paid for acquisitions, net of cash acquired — ( 15,646 ) Proceeds from VIBES disposition (Note 3) 4,567 — Purchases of property and equipment, net ( 2,784 ) ( 4,400 ) Proceeds from sale of assets held for sale 9,593 675 Proceeds from sale of equity investments 649 — Purchase of intangible assets, net — ( 320 ) Net cash provided by (used in) investing activities 12,025 ( 19,691 ) Cash flows from financing activities: Proceeds from issuance of Class A common stock, net of costs 21,075 32,643 Proceeds from exercise of stock options and warrants — 307 Proceeds from issuance of note payable to related party, net — 7,868 Proceeds from Asset-Based Loan 14,550 — Debt issuance costs ( 1,472 ) ( 220 ) Payments on Eyce and DaVinci promissory notes ( 3,407 ) ( 908 ) Payments on Real Estate Note ( 7,958 ) ( 167 ) Repayment of Bridge Loan ( 8,000 ) — Proceeds from termination of interest rate swap 145 — Purchase consideration paid for Eyce LLC acquisition ( 875 ) — Member distributions — ( 200 ) Other ( 128 ) ( 360 ) Net cash provided by financing activities 13,930 38,963 Effects of exchange rate changes on cash ( 210 ) 480 Net (decrease) in cash and restricted cash ( 681 ) ( 17,578 ) Cash and restricted cash, as of beginning of the period 12,857 30,435 Cash and restricted cash, as of end of the period $ 12,176 $ 12,857 The accompanying notes are an integral part of these consolidated financial statements. 63 GREENLANE HOLDINGS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) (in thousands) Reconciliation of cash and restricted cash to consolidated balance sheets For the year ended December 31 2022 2021 Beginning of the period Cash $ 12,857 $ 30,435 Restricted cash — — Total cash and restricted cash, beginning of period $ 12,857 $ 30,435 End of the period Cash $ 6,458 $ 12,857 Restricted cash 5,718 — Total cash and restricted cash, end of period $ 12,176 $ 12,857 Supplemental disclosures of cash flow information Cash paid during the period for interest $ 2,251 $ 574 Cash paid during the period for income taxes $ 76 $ 39 Cash paid for amounts included in the measurement of lease liabilities $ 2,659 $ 1,978 Lease liabilities arising from obtaining finance lease assets $ — $ 119 Non-cash investing and financing activities: Issuance of Class A common stock for business acquisitions $ 3,486 $ 141,960 Non-cash purchases of property and equipment $ 909 $ 1,659 Issuance of promissory notes for Eyce and DaVinci business acquisitions $ — $ 7,500 Decrease in non-controlling interest as a result of exchanges for Class A common stock $ ( 7,655 ) $ ( 12,247 ) Decrease in non-controlling interest as a result of VIBES disposition $ ( 1,789 ) $ — Unpaid contingent purchase consideration $ — $ 6,857 The accompanying notes are an integral part of these consolidated financial statements. 64 GREENLANE HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1. BUSINESS OPERATIONS AND ORGANIZATION Organization Greenlane Holdings, Inc. (“Greenlane” and, collectively with the Operating Company (as defined below) and its consolidated subsidiaries, the “Company”, "we", "us", and "our") was formed as a Delaware corporation on May 2, 2018. We are a holding company that was formed for the purpose of completing an underwritten initial public offering (“IPO”) of shares of our Class A common stock, $ 0.01 par value per share (the “Class A common stock”), in order to carry on the business of Greenlane Holdings, LLC (the “Operating Company”). The Operating Company was organized under the laws of the state of Delaware on September 1, 2015, and is based in Boca Raton, Florida. Unless the context otherwise requires, references to the “Company” refer to us, and our consolidated subsidiaries, including the Operating Company. We are the sole manager of the Operating Company and our principal asset is Common Units of the Operating Company (“Common Units”). As the sole manager of the Operating Company, we operate and control all of the business and affairs of the Operating Company, and we conduct our business through the Operating Company and its subsidiaries. We have a board of directors and executive officers, but no employees. All of our assets are held and all of the employees are employed by a wholly owned subsidiary of the Operating Company. We have the sole voting interest in, and control the management of, the Operating Company, and we have the obligation to absorb losses of, and receive benefits from, the Operating Company, that could be significant. We determined that the Operating Company is a variable interest entity (“VIE”) and that we are the primary beneficiary of the Operating Company. Accordingly, pursuant to the VIE accounting model, beginning in the fiscal quarter ended June 30, 2019, we consolidated the Operating Company in our consolidated financial statements and reported a non-controlling interest related to the Common Units held by the members of the Operating Company (other than the Common Units held by us) on our consolidated financial statements. On August 31, 2021, we completed our previously announced merger with KushCo Holdings, Inc. ("KushCo") and have included the results of operations of KushCo in our consolidated statements of operations and comprehensive loss from that date forward. As such, the KushCo financial information included in our consolidated financial statements for the year ended December 31, 2021 is for the period commencing on August 31, 2021 (the date of the closing of the merger) through December 31, 2021. Also, KushCo financial information is included in our consolidated financial statements for the year ended December 31, 2022. Immediately following the merger with KushCo, stockholders that held Class A common stock prior to the completion of the merger owned 51.9 % and former KushCo stockholders owned 48.1 % of the equity of the combined company on a fully diluted basis. In connection with the merger with KushCo, the Greenlane Certificate of Incorporation was amended and restated (the “A&R Charter”) in order to (i) increase the number of authorized shares of Greenlane Class B common stock, $ 0.0001 par value per share (the “Class B Common stock”), from 10 million shares to 30 million shares in order to effect the conversion of each outstanding share of Class C common stock, $ 0.0001 par value per share (the “Class C common stock”), into one-third of one share of Class B common stock, (ii) increase the number of authorized shares of Class A common stock from 125 million shares to 600 million shares, and (iii) eliminate references to the Class C common stock. Pursuant to the terms of an Agreement and Plan of Merger, dated as of March 31, 2021 (the "Merger Agreement") with KushCo, immediately prior to the consummation of the business combination, holders of Class C common stock received one-third of one share of Class B common stock for each share of Class C common stock held immediately prior to the closing of the merger. For further information about the merger with KushCo, see "Note 3 - Business Acquisitions." We merchandise premium cannabis accessories, child-resistant packaging, specialty vaporization solutions and lifestyle products in the United States, Canada and Europe, serving a diverse and expansive customer base with thousands of retail locations, including licensed cannabis dispensaries, smoke shops, and specialty retailers. We distribute to multi-state operators ("MSOs"), licensed producers ("LPs"), other retailers and brands through wholesale operations under our Industrial Goods business segment, and to consumers through both wholesale operations as well as e-commerce activities and our retail stores under our Consumer Goods business segment. Our corporate structure is commonly referred to as an “Up-C” structure. The Up-C structure allows the members of the Operating Company to continue to realize tax benefits associated with owning interests in an entity that is treated as a partnership, or “pass-through” entity. One of these benefits is that future taxable income of the Operating Company that is allocated to its members will be taxed on a flow-through basis and therefore will not be subject to corporate taxes at the Operating Company entity level. Additionally, because the members may redeem their Common Units for shares of Class A common stock on a one-for-one basis or, at our option, for cash, the Up-C structure also provides the members with potential liquidity that holders of non-publicly traded limited liability companies are not typically afforded. In connection with our initial public offering, we entered into a Tax Receivable Agreement (the “TRA”) with the Operating Company and the Operating Company’s members and a Registration Rights (the “Registration Rights Agreement”) with the 65 Operating Company’s members.The TRA provides for the payment by us to the Operating Company’s members of 85.0 % of the amount of tax benefits, if any, that we may actually realize (or in some cases, are deemed to realize) as a result of (i) the step-up in tax basis in our share of the Operating Company's assets resulting from the redemption of Common Units under the mechanism described above and (ii) certain other tax benefits attributable to payments made under the TRA. Pursuant to the Registration Rights Agreement, we have agreed to register the resale of shares of Class A common stock that are issuable to the Operating Company’s members upon redemption or exchange of their Common Units. The A&R Charter and the Fourth Amended and Restated Operating Agreement of the Operating Company (the “Operating Agreement”) require that (a) we at all times maintain a ratio of one Common Unit owned by us for each share of our Class A common stock issued by us (subject to certain exceptions), and (b) the Operating Company at all times maintains (i) a one-to-one ratio between the number of shares of our Class A common stock issued by us and the number of Common Units owned by us, and (ii) a one-to-one ratio between the number of shares of our Class B common stock owned by the non-founder members of the Operating Company and the number of Common Units owned by the non-founder members of the Operating Company. As of December 31, 2022, all Common Units of the Operating Company and Class B common stock had been exchanged for Class A common stock, and we owned 100 % of the voting and economic interests in Greenlane through the holders' ownership of Class A common stock. See "Note 9 - Stockholder's Equity." NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation Our audited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and with the instructions to Form 10-K and Article 8 of Regulation S-X. Principles of Consolidation Our consolidated financial statements include our accounts, the accounts of the Operating Company, and the accounts of the Operating Company's consolidated subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Reverse Stock Split On August 4, 2022, we filed a Certificate of Amendment (the "Certificate of Amendment") to the A&R Charter with the Secretary of State of the State of Delaware, which effected a one-for-20 reverse stock split (the “Reverse Stock Split”) of our issued and outstanding shares of Class A common stock and Class B common stock (collectively, the "Common Stock") at 5:01 PM Eastern Time on August 9, 2022. As a result of the Reverse Stock Split, every 20 shares of Common Stock issued and outstanding were converted into one share of Common Stock. We paid cash in lieu of fractional shares, and accordingly, no fractional shares were issued in connection with the Reverse Stock Split. The Reverse Stock Split did not change the par value of the Common Stock or the authorized number of shares of Common Stock. All outstanding options, restricted stock awards, warrants and other securities entitling their holders to purchase or otherwise receive shares of our Common Stock have been adjusted as a result of the Reverse Stock Split, as required by the terms of each security. The number of shares available to be awarded under our Amended and Restated 2019 Equity Incentive Plan have also been appropriately adjusted. See "Note 10 — Compensation Plans" for more information. All share and per share amounts in these consolidated financial statements and notes thereto have been retroactively adjusted for all periods presented to give effect to the Reverse Stock Split, including reclassifying an amount equal to the reduction in par value of Common Stock to additional paid-in capital. Liquidity Our primary requirements for liquidity and capital are working capital, debt service related to recent acquisitions and general corporate needs. Our primary sources of liquidity are our cash on hand and the cash flow that we generate from our operations, as well as proceeds from equity issuances, such as our June 2022 and October 2022 offerings, and our ATM program, each as described below. We have an effective shelf registration statement on Form S-3 (the "Shelf Registr ation Statement") and may opportunistically conduct securities offerings from time to time in order to meet our liquidity needs. For so long as our public float is less than $75 million, our ability to utilize the Shelf Registration to raise capital is limited, as further described below. The Shelf Registration Statement registers shares of our Class A common stock, preferred stock, $ 0.0001 par value per share (the "preferred stock"), depository shares representing our preferred stock, warrants to purchase shares of our Class A common stock, preferred stock or depository shares, and rights to purchase shares of our Class A common stock or preferred stock that may be issued by us in a maximum aggregate amount of up to $ 200 million. In August 2021, we filed a prospectus supplement and established an "at-the-market" equity offering program (the "ATM Program") that provides for the sale of shares of our Class A common stock having an aggregate offering price of up to $ 50 million, from time to time. Net proceeds from sales of 66 our shares of Class A common stock under the ATM Program are expected to be used for working capital and general corporate purposes. However, we may be unable to access the capital markets because of current market volatility and the performance of our stock price. On March 31, 2022, the date on which our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the "2021 Annual Report") was filed with the SEC, the Shelf Registration Statement became subject to the offering limits set forth in Instruction I.B.6 because our public float was less than $75 million. For so long as our public float is less than $75 million, the aggregate market value of securities sold by us under the Shelf Registration Statement (including our ATM Program) pursuant to Instruction I.B.6 during any twelve consecutive months may not exceed one-third of our public float. Since the launch of the ATM program in August 2021 and through December 31, 2022, we sold shares of our Class A common stock which generated gross proceeds of approximately $ 12.7 million and we paid fees to the sales agent of approximately $ 0.4 million. In light of our low cash position, we have been forced to sell stock under our ATM program at prices that may not otherwise be attractive and are dilutive. We have offered $ 2.2 million in securities pursuant to Instruction I.B.6 in the twelve calendar months preceding the date of filing of this Annual Report on Form 10-K. Following the completion of the June 2022 Offering (as defined below) we are unable to issue additional shares of Class A common stock pursuant to the ATM Program or otherwise use the Shelf Registration Statement for a period of time due to the restrictions under Instruction I.B.6 to Form S-3, which will limit our liquidity options in the capital markets for a period of time. On June 27, 2022, we entered into a securities purchase agreement with an accredited investor, pursuant to which we agreed to issue and sell an aggregate of 585,000 shares of our Class A common stock, pre-funded warrants to purchase up to 495,000 shares of our Class A common stock (the “June 2022 Pre-Funded Warrants”) and warrants to purchase up to 1,080,000 shares of our Class A common stock (the “June 2022 Standard Warrants” and, together with the June 2022 Pre-Funded Warrants, the “June 2022 Warrants”), in a registered direct offering (the “June 2022 Offering”). The June 2022 Offering generated gross proceeds of approximately $ 5.4 million and net proceeds to the Company of approximately $ 5.0 million. All June 2022 Pre-Funded Warrants were exercised in July 2022, for de minimis net proceeds. On August 9, 2022, we entered into an asset-based loan agreement dated as of August 8, 2022 (the “Loan Agreement”), which made available to the Company a term loan of up to $ 15.0 million. On February 9, 2023, we entered into Amendment No. 2 to the Loan Agreement, in which we agreed to, among other things, voluntarily prepay approximately $ 6.6 million (inclusive of early termination fees and expenses) under the terms provided for under the Loan Agreement and the lenders under the Loan Agreement agreed to release $ 5.7 million in funds held in a blocked account pursuant to the terms of the Loan Agreement. On October 27, 2022, we entered into securities purchase agreements with certain investors, pursuant to which we agreed to issue and sell an aggregate of 6,955,555 shares of our Class A common stock, 1,377,780 October 2022 Pre-Funded Warrants and 16,666,670 October 2022 Standard Warrants. The October 2022 Units were offered pursuant to a Registration Statement on Form S-1. The October 2022 Offering generated gross proceeds of approximately $ 7.5 million and net proceeds to the Company of approximately $ 6.8 million. On February 3, 2023, we filed a Registration Statement on Form S-1 (the "February 2023 S-1") seeking to register the public offering of up to $ 8.0 million in units, which has not yet become effective. We can provide no assurances as to whether the February 2023 S-1 will become effective, or whether we will undertake this public offering following the filing of this Annual Report on Form 10-K. On February 16, 2023, two of our wholly owned subsidiaries, Warehouse Goods and Kim International LLC, entered into an agreement with a third-party institutional investor pursuant to which the investor purchased, for approximately $ 4.85 million in cash, an economic participation interest, at a discount, in all of our rights to payment from the United States Internal Revenue Service with respect to the employee retention credits filed by us under the Employee Retention Credit program. We have completed several initiatives to optimize our working capital requirements. We launched Groove, a new, innovative Greenlane Brands product line, which is accretive to gross profit, and we also rationalized our third-party brands product offering, which enables us to reduce inventory carrying costs and working capital requirements. We are in the process of divesting the packaging product line, which is expected to provide liquidity and allow for ongoing substantial cost reductions. We have successfully renegotiated supplier partnership terms and are continuing to improve working capital arrangements with suppliers. We have made progress consolidating and streamlining our office, warehouse, and distribution operations footprint. We have reduced our workforce by approximately 49 % throughout fiscal year 2022 to reduce costs and align with our revenue projections. We believe tha t our cash on hand and cash flow from operating activities will be sufficient to fund our working capital and capital expenditure requirements, as well as our debt repayments and other liquidity requirements associated with our existing operations, for at least the next 12 months. Our opinions concerning liquidity are based on currently available information. To the extent this information proves to be inaccurate, or if circumstances change, future availability of trade credit or other sources of financing may be reduced and our liquidity could be adversely affected. Our future capital requirements and the adequacy of available funds will depend on many factors, including those described in the section titled “Risk Factors” in Item 1A of this Annual Report on Form 10-K/A for the year ended December 31, 2022. Depending on the severity and direct impact of these factors on us, we may be unable to secure additional financing to meet our operating requirements on terms favorable to us, or at all. 67 Use of Estimates Conformity with U.S. GAAP requires the use of estimates and judgments that affect the reported amounts in our consolidated financial statements and accompanying notes. These estimates form the basis for judgments we make about the carrying values of our assets and liabilities, which are not readily apparent from other sources. We base our estimates and judgments on historical information and on various other assumptions that we believe are reasonable under the circumstances. U.S. GAAP requires us to make estimates and judgments in several areas. Such areas include, but are not limited to: the collectability of accounts receivable; the allowance f or slow-moving or obsolete inventory; the realizability of deferred tax assets; the fair value of goodwill; the fair value of contingent consideration arrangements; the useful lives of intangible assets and property and equipment; the calculation of our VAT taxes receivable and VAT taxes, fines, and penalties payable; our loss contingencies, including our TRA liability; and the valuation and assumptions underlying equity-based compensation. These estimates are based on management's knowledge about current events and expectations about actions we may undertake in the future. Actual results could differ materially from those estimates. In March 2020, the World Health Organization declared the novel coronavirus ("COVID-19") a global pandemic. We expect uncertainties around our key accounting estimates to continue to evolve depending on the duration and degree of impact associated with the COVID-19 pandemic, including the possible resurgence of new strains. Our estimates may change as new events occur and additional information emerges, and such changes are recognized or disclosed in our consolidated financial statements. Voluntary Change in Accounting Principle During the first quarter of 2022, we made a voluntary change in accounting principle to classify outbound shipping and handling costs associated with the distribution of products to our customers as a component of "general and administrative" costs within our consolidated statements of operations and comprehensive loss. These costs were previously recorded as a component of "cost of sales" within our consolidated statements of operations and comprehensive loss. We made the voluntary change in accounting principle because we believe the classification of outbound shipping and handling costs within "general and administrative" costs better reflects the selling effort and enhances the comparability of our financial statements with many of our industry peers. In accordance with U.S. GAAP, the change has been reflected in the consolidated statements of operations and comprehensive loss through retrospective application as follows: For the year ended December 31, 2021 (in thousands) Prior to Change Effect of Change As Adjusted Cost of sales $ 138,381 $ ( 6,174 ) $ 132,207 Gross profit $ 27,679 $ 6,174 $ 33,853 General and administrative $ 41,700 $ 6,174 $ 47,874 Total operating expenses $ 80,401 $ 6,174 $ 86,575 Segment Reporting We manage our global business operations through our operating and reportable business segments. As of December 31, 2022, we had two reportable operating business segments: Industrial Goods and Consumer Goods. Our reportable segments have been identified based on how our chief operating decision maker ("CODM"), which is a committee comprised of our Chief Executive Officer ("CEO") and our Chief Financial and Legal Officer, manage our business, make resource allocation and operating decisions, and evaluate operating performance. See “Note 12—Segment Reporting.” Business Combinations Our business combinations are accounted for under the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations (“ASC 805”). Under the acquisition method, we recognize 100% of the assets we acquire and liabilities we assume, regardless of the percentage we own, at their estimated fair values as of the date of acquisition. Any excess of the purchase price over the fair value of the net assets and other identifiable intangible assets we acquire is recorded as goodwill. To the extent the fair value of the net assets we acquire, including other identifiable assets, exceeds the purchase price, a bargain purchase gain is recognized. The assets we acquire, and liabilities we assume from contingencies, are recognized at fair value if we can readily determine the fair value during the measurement period. The operating results of businesses we acquire are included in our consolidated statement of operations from the date of acquisition. Acquisition-related costs are expensed as incurred. See “Note 3— Business Acquisitions.” 68 Equity-Based Compensation We account for equity-based compensation grants of equity awards to employees in accordance with ASC Topic 718, Compensation — Stock Compensation . This standard requires us to measure compensation expense based on the estimated fair value of share-based awards on the grant date and recognize as expense over the requisite service period, which is generally the vesting period. We estimate the fair value of stock options using the Black-Scholes model on the grant date. The Black-Scholes model requires us to use several variables to estimate the grant-date fair value of our equity-based compensation awards including expected term, expected volatility and risk-free interest rates. Our equity-based compensation costs are recognized using a graded vesting schedule. For liability-classified awards, we record fair value adjustments up to and including the settlement date. Changes in the fair value of our equity-based compensation liability that occur during the requisite service period are recognized as compensation cost over the vesting period. Changes in the fair value of the equity-based compensation liability that occur after the end of the requisite service period but before settlement, are recognized as compensation cost of the period in which the change occurs. We account for forfeitures as they occur. See “Note 10—Compensation Plans.” Loss Contingencies Certain conditions may exist which may result in a loss to us, but which will only be resolved when one or more future events occur or fail to occur. Management assesses such contingent liabilities and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against us, or unasserted claims that may result in such proceedings, we evaluate the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability is estimable, the liability would be accrued in our consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, the nature of the contingent liability, together with an estimate of the range of possible loss, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed. Unasserted claims that are not considered probable of being asserted and those for which an unfavorable outcome is not reasonably possible have not been disclosed. Fair Value Measurements We apply the provisions of ASC Topic 820, Fair Value Measurements , which defines fair value, establishes a framework for its measurement and expands disclosures about fair value measurements. Fair value is defined as the exchange price we would receive for an asset or an exit price we would pay to transfer a liability in the principal, or most advantageous, market for our asset or liability in an orderly transaction with a market participant on the measurement date. We determine the fair market values of our financial instruments based on the fair value hierarchy, which requires us to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The following three levels of inputs may be used to measure fair value: Level 1 Observable inputs such as unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. Level 2 Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The carrying amounts of our financial instruments, including cash, accounts receivable, accounts payable, accrued expenses and short-term debt, are carried at historical cost basis, which approximates their fair values because of their short-term nature. The fair value of our long-term debt is the estimated amount we would have to pay to repurchase the debt, inclusive of any premium or discount attributable to the difference between the stated interest rate and market rate of interest at each balance sheet date. As of December 31, 2022 and 2021, the carrying amount of our long-term debt approximated its fair value. On a recurring basis, we measure and record contingent consideration using fair value measurements in the accompanying consolidated financial statements. See “Note 4—Fair Value of Financial Instruments.” We also own equity securities of private entities, which do not have readily determinable fair values. We elected to measure these equity securities at cost minus impairment, if any. At each reporting period, we make a qualitative assessment considering impairment indicators to evaluate whether our investment is impaired. The equity securities are adjusted to fair value when an observable price change can be identified. See “Note 4—Fair Value of Financial Instruments.” 69 Cash For purposes of reporting cash flows, we consider cash on hand, checking accounts, and savings accounts to be cash. We also consider all highly-liquid investments with original maturities of three months or less from the date of purchase to be cash equivalents. We place our cash with high credit quality financial institutions, which provide insurance through the Federal Deposit Insurance Company. At times, the balance in our accounts may exceed federally insured limits. We perform periodic evaluations of the relative credit standing of these institutions and do not expect any losses related to such concentrations. As of December 31, 2022, and 2021, approximately $ 0.8 million and $ 0.7 million, respectively, of our cash balances were in foreign bank accounts and uninsured. As of December 31, 2022 and 2021, we had no cash equivalents. Restricted Cash Restricted cash represents principally cash reserves that are maintained pursuant to the governing agreement of the Asset-Based Loan discussed in "Note 6 - Debt." Accounts Receivable, net Accounts receivable represent amounts due from customers for merchandise sales and are recorded when revenue is earned and are carried at the original invoiced amount less an allowance for any potentially uncollectible amounts. An account is considered past due when payment has not been rendered by its due date based upon the terms of the sale. Generally, accounts receivable are due ### after the billing date. We maintain an allowance for doubtful accounts to reserve for potentially uncollectible receivable amounts. In evaluating our ability to collect outstanding receivable balances, we consider various factors including the age of the balance, the creditworthiness of the customer, the customer's current financial condition, current economic conditions, and other factors that may affect our ability to collect from customers. We write off accounts as uncollectible on a case-by-case basis. We pledge accounts receivable as collateral for our long-term debt, see “Note 6—Debt.” Inventories, net Inventories consist of finished goods that we value at the lower of cost or net realizable value on a weighted average cost basis for the majority of the inventory. We established an allowance for slow-moving or obsolete inventory based upon assumptions about future demands and market conditions. At December 31, 2022 and 2021, the reserve for obsolescence was approximately $ 21.4 million and $ 21.3 million, respectively. We pledge inventory as collateral for our long-term debt, see “Note 6— Debt.” Vendor Deposits Vendor deposits represent prepayments we make to vendors for inventory purchases. A significant number of vendors require us to prepay for inventory purchases. Customs Bonds The Company is required to obtain customs bonds to import goods into the United States to provide security for payment of duties, taxes and other fees incurred as a result of importing goods. Customs bonds are included in "Other current assets" in our consolidated balance sheets, see "Note 8 - Supplemental Financial Statement Information." Assets Held for Sale We generally consider assets to be held for sale when (i) we commit to a plan to sell the assets, (ii) the assets are available for immediate sale in their present condition, (iii) we have initiated an active program to locate a buyer and other actions required to complete the plan to sell the assets, (iv) consummation of the planned sale transaction is probable, (v) the assets are being actively marketed for sale at a price that is reasonable in relation to their current fair value, (vi) the transaction is expected to qualify for recognition as a completed sale, within one year, and (vii) significant changes to or withdrawal of the plan is unlikely. Following the classification of any depreciable assets within a disposal group as held for sale, we discontinue depreciating the asset and write down the asset to the lower of carrying value or fair market value less cost to sell, if needed. Property and Equipment, net We state property and equipment at cost or, if acquired through a business combination, fair value at the date of acquisition. We calculate depreciation and amortization using the straight-line method over the estimated useful lives of the assets, except for our leasehold improvements, which are depreciated over the shorter of their estimated useful lives or their related lease term. Upon the sale or retirement of assets, the cost and related accumulated depreciation are removed from our accounts and the resulting gain or loss is credited or charged to income. We expense costs for repairs and maintenance when incurred. Property and equipment includes assets recorded under finance leases, see “Note 5—Leases.” We pledge property and equipment as collateral for our long-term debt, see “Note 6—Long Term Debt.” 70 Impairment of Long-Lived Assets We assess the recoverability of the carrying amount of our long lived-assets, including property and equipment and finite-lived intangibles, whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. An impairment loss would be assessed when estimated undiscounted future cash flows from the operation and disposition of the asset group are less than the carrying amount of the asset group. Asset groups have identifiable cash flows and are largely independent of other asset groups. Measurement of an impairment loss is based on the excess of the carrying amount of the asset group over its fair value. Changes in our future operations and business lines could affect the estimated undiscounted future cash flows from the operation of certain long-lived assets, such as customer relationships, and may give rise to impairment losses in future periods. Intangible Assets, net Our intangible assets consist of domain names, intellectual property, distribution agreements, proprietary technology, trademarks and tradenames, customer relationships, and other rights. We amortize intangible assets with finite lives over their estimated useful lives on a straight-line basis. The straight-line method of amortization represents our best estimate of the distribution of the economic value of the identifiable intangible assets. We carry intangible assets with finite lives at cost less accumulated amortization. We assess the recoverability of finite-lived intangible assets in the same manner we do for property and equipment, as described above. For our intangible assets not subject to amortization, we perform an annual impairment assessment during the fourth quarter of each year, or more frequently if indicators of potential impairment exist, to determine whether it is more likely than not that the carrying value of the asset may not be recoverable. If necessary, a quantitative impairment test is performed to compare the fair value of the indefinite-lived intangible asset with its carrying value. Impairments, if any, are based on the excess of the carrying amount over the fair value of the asset. For additional information about intangible assets, see "Note 3—Business Acquisitions" and "Note 8—Supplemental Financial Statement Information." Investments in Equity Securities Our investments in equity securities without readily determinable fair value consist of ownership interests in Airgraft Inc., Sun Grown Packaging, LLC ("Sun Grown") and Vapor Dosing Technologies, Inc. ("VIVA"). We determined that our ownership interests do not provide us with significant influence over the operations of these investments. Accordingly, we account for our investments in these entities as equity securities. Airgraft Inc., Sun Grown, and VIVA are private entities and their equity securities do not have a readily determinable fair value. We elected to measure these securities under the measurement alternative election at cost minus impairment, if any, with adjustments through earnings for observable price changes in orderly transactions for the identical or similar investment of the same issuer. Investments in equity securities are included within "Other assets" in our consolidated balance sheets. See “Note 4—Fair Value of Financial Instruments.” Goodwill Goodwill represents the excess of the price we paid over the fair value of the net identifiable assets we acquired in business combinations. In accordance with ASC Topic 350, Intangibles—Goodwill and Other , we review goodwill for impairment at the reporting unit level annually or, when events or circumstances dictate, more frequently. The impairment review for goodwill consists of a qualitative assessment of whether it is more-likely-than-not that a reporting unit's fair value is less than its carrying amount, and if necessary, a quantitative goodwill impairment test. Factors to consider when performing the qualitative assessment include general economic conditions, limitations on accessing capital, changes in forecasted operating results and fluctuations in foreign exchange rates. If the qualitative assessment demonstrates that it is more-likely-than-not that the estimated fair value of the reporting unit exceeds its carrying value, it is not necessary to measure and record impairment loss. We may elect to bypass the qualitative assessment and proceed directly to the quantitative assessment, for any reporting unit, in any period. We can resume the qualitative assessment for any reporting unit in any subsequent period. When we perform a quantitative impairment test, we use a combination of an income approach, a discounted cash flow valuation approach, and a market approach, using the guideline public company method, to determine the fair value of each reporting unit, and then compare the fair value to its carrying amount to determine the amount of impairment, if any. If a reporting unit's fair value is less than its carrying amount, we record an impairment charge based on that difference, up to the amount of goodwill allocated to that reporting unit. The quantitative impairment test requires the application of a number of significant assumptions, including estimated projections of future revenue growth rates, EBITDA margins, terminal value growth rates, market multiples, discount rates, and foreign currency exchange rates. The projections of future cash flows used to assess the fair value of the reporting units are based on the internal operation plans reviewed by management. The market multiples are based on comparable public company 71 multiples. The discount rates are based on the risk-free rate of interest and estimated risk premiums for the reporting units at the time the impairment analysis is prepared. The projections of future exchange rates are based on the current exchange rates at the time the projections are prepared. if the fair value of the reporting unit exceeds its carrying value, no further analysis or write-down of goodwill is required. If the fair value of the reporting unit is less than the carrying value of its net assets, the implied fair value value of the reporting unit is allocated to all its underlying assets and liabilities, including both recognized and unrecognized tangible and intangible assets, based on their fair value. If necessary, goodwill is then written down to its implied fair value. For additional information about goodwill, see "Note 3—Business Acquisitions" and "Note 8—Supplemental Financial Statement Information." Vendor Incentives and Rebates Sales incentives we receive in the form of payments from vendors solely to reimburse us for acting as the vendors' agent in redeeming a sales incentive that is between our vendor and our customers and end consumers are included in net sales in the consolidated statements of operations and comprehensive loss. We also have agreements with certain vendors to receive volume rebates which are dependent upon reaching minimum purchase thresholds. When volume rebates can be reasonably estimated and it is probable that minimum purchase thresholds will be met, we record a portion of the rebate when or as we make progress towards the purchase threshold. Amounts received from vendors relating to volume rebates are considered a reduction of the carrying value of our inventory and, therefore, such amounts are ultimately recorded as a reduction of cost of goods sold in the consolidated statements of operations and comprehensive loss. Foreign Currency Translation Our consolidated financial statements are presented in United States (U.S.) dollars. The functional currency of one of the Operating Company’s wholly-owned, Canada-based, subsidiaries is the Canadian dollar. The functional currency of the Operating Company’s wholly-owned, Netherlands-based subsidiary is the Euro. The assets and liabilities of these subsidiaries are translated into U.S. dollars at current exchange rate at each balance sheet date for assets and liabilities and an appropriate average exchange rate for each applicable period within our consolidated statements of operations and comprehensive loss. Capital accounts ar e translated at their historical exchange rates when the capital transactions occurred. The foreign currency translation adjustments are included in accumulated other comprehensive loss, a separate component of stockholders’ deficit in our consolidated balance sheets. Other exchange gains and losses are reported within our consolidated statements of operations and comprehensive loss. Comprehensive (Loss) Income Comprehensive (loss) income includes net (loss) income as currently reported by us, adjusted for other comprehensive items. Other comprehensive items consist of foreign currency translation gains and losses and unrealized gains and losses on derivative financial instruments that qualify as hedges. Advertising We expense advertising costs as incurred and include them in general and administrative expenses in our consolidated statements of operations and comprehensive loss. Advertising costs were approximately $ 2.8 million and $ 4.2 million for the years ended December 31, 2022 and 2021, respectively. Income Taxes We are a corporation subject to income taxes in the United States. Certain subsidiaries of the Operating Company are taxable separately from us. Our proportional share of the Operating Company’s subsidiaries’ provisions are included in our consolidated financial statements. As of December 31, 2022, we hold all the outstanding Common Units in the Operating Company and are the sole member. As a result, starting in 2023, 100% of the Operating Company’s US and state income and expenses will be included in our US and state tax returns. Our deferred income tax assets and liabilities are computed for differences between the tax basis and financial statement amounts that will result in taxable or deductible amounts in the future. We compute deferred balances based on enacted tax laws and applicable rates for the periods in which the differences are expected to affect taxable income. A valuation allowance is recognized for deferred tax assets if it is more likely than not that some portion or all of the net deferred tax assets will not be realized. In making such a determination, we consider 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 72 operations. If we determine we would be able to realize our deferred tax assets for which a valuation allowance had been recorded, then we would adjust the deferred tax asset valuation allowance, which would reduce our provision for income taxes. We evaluate the tax positions taken on income tax returns that remain open and positions expected to be taken on the current year tax returns to identify uncertain tax positions. Unrecognized tax benefits on uncertain tax positions are recorded on the basis of a two-step process in which (1) we determine 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 largest amount of tax benefit that is more than 50 percent likely to be realized is recognized. Interest and penalties related to unrecognized tax benefits are recorded in income tax benefit. We have no uncertain tax positions that qualify for inclusion in our consolidated financial statements. See “Note 11—Income Taxes.” Tax Receivable Agreement (TRA) We entered into the TRA with the Operating Company and each of the members of the Operating Company that provides for the payment by the Operating Company to the members of 85% of the amount of tax benefits, if any, that we may actually realize (or in some circumstances are deemed to realize) as a result of (i) increases in tax basis resulting from any future redemptions that are funded by us or exchanges of Common Units as described above in “Note 1—Business Operations and Organization” and (ii) certain other tax benefits attributable to payments made under the TRA. We compute annual tax benefits by calculating the income taxes due, including such tax benefits, and the income taxes due without such benefits. The Operating Company expects to benefit from the remaining 15% of any tax benefits that it may actually realize. The TRA payments are not conditioned upon any continued ownership interest in the Operating Company. The rights of each noncontrolling interest holder under the TRA are assignable to transferees of its interest in the Operating Company. The timing and amount of aggregate payments due under the TRA may vary based on a number of factors, including the amount and timing of the taxable income the Operating Company generates each year and the applicable tax rate. We periodically evaluate the realizability of the deferred tax assets resulting from the exchange of Common Units for our Class A common stock. If the deferred tax assets are determined to be realizable, we then assess whether payment of amounts under the TRA have become probable. If so, we record a TRA liability equal to 85% of such deferred tax assets. In subsequent periods, we assess the realizability of all of deferred tax assets subject to the TRA. If we determine that a deferred tax asset with a valuation allowance is realizable in a subsequent period, the related valuation allowance will be released and consideration of a corresponding TRA liability will be assessed. The realizability of deferred tax assets, including those subject to the TRA, is dependent upon the generation of future taxable income during the periods in which those deferred tax assets become deductible and consideration of prudent and feasible tax-planning strategies. The measurement of the TRA is accounted for as a contingent liability. Therefore, once we determine that a payment to a member of the Operating Company has become probable and can be estimated, the estimated payment will be accrued. See “Note 11—Income Taxes.” Revenue Recognition Revenue is recognized when customers obtain control of goods and services promised by us. Revenue is measured based on the amount of consideration that we expect to receive in exchange for those goods or services, reduced by promotional discounts and estimates for return allowances and refunds. Taxes collected from customers for remittance to governmental authorities are excluded from net sales. We generate revenue primarily from the sale of finished products to customers, whereby each product unit represents a single performance obligation. We recognize revenue from product sales when the customer has obtained control of the products, which is either at point of sale or delivery to the customer, depending upon the specific terms and conditions of the arrangement, or at the point of sale for our retail store sales. We provide no warranty on products sold. Product warranty is provided by the manufacturers.For certain product offerings such as child-resistant packaging, closed-system vaporization solutions and custom-branded retail products, we may receive a deposit from the customer (generally 25 % - 50 % of the total order cost, but the amount can vary by customer contract) when an order is placed by a customer. We typically complete these orders within one to six months from the date of order, depending on the complexity of the customization and the size of the order, but the completion timeline can vary by product type and terms of sales with each customer. See “Note 8—Supplemental Financial Statement Information” for a summary of changes to our customer deposits liability balance during the years ended December 31, 2022 and 2021. We estimate product returns based on historical experience and record them as a refund liability that reduces the net sales for the period. We analyze actual historical returns, current economic trends and changes in order volume when evaluating the adequacy of our sales returns allowance in any reporting period. Our liability for returns, which is included within “Accrued expenses and other current liabilities” in our consolidated balance sheets, was approximately $ 0.3 million and $ 1.0 million as of December 31, 2022 and 2021, respectively. 73 We elected to account for shipping and handling expenses that occur after the customer has obtained control of products as a fulfillment activity in cost of sales. Shipping and handling fees charged to customers are included in net sales upon completion of our performance obligations. We apply the practical expedient provided for by the applicable revenue recognition guidance by not adjusting the transaction price for significant financing components for periods less than one year. We also apply the practical expedient provided by the applicable revenue recognition guidance based upon which we generally expense sales commissions when incurred because the amortization period is one year or less. Sales commissions are recorded within “Salaries, benefits and payroll tax expenses” in the consolidated statements of operations and comprehensive loss. One customer represented approximately 22 % of our net sales for the year ended December 31, 2022. No customer represented more than 10% of our net sales for the year ended December 31, 2021. As of December 31, 2022, the Company has a concentration of credit risk with its accounts receivable balance as three customers represented approximately 31 %, 17 % and 15 % of accounts receivable, respectively. As of December 31, 2021, the Company has a concentration of credit risk with its accounts receivable balance as two customers represented approximately 13 % and 11 % of accounts receivable, respectively. Value Added Taxes During the third quarter of 2020, as part of a global tax strategy review, we determined that our European subsidiaries based in the Netherlands, which we acquired on September 30, 2019, had historically collected and remitted value added tax (“VAT”) payments, which related to direct-to-consumer sales to other European Union (“EU”) member states, directly to the Dutch tax authorities. In connection with our subsidiaries' payment of VAT to Dutch tax authorities rather than other EU member states, we may become subject to civil or criminal enforcement actions in certain EU jurisdictions, which could result in penalties. We performed an analysis of the VAT overpayments to the Dutch tax authorities, which we expected to be refunded to us, and VAT payable to other EU member states, including potential fines and penalties. Based on this analysis, we recorded VAT payable of approximately $ 0.4 million and $ 2.5 million relating to this matter within "Accrued expenses and other current liabilities” in our consolidated balance sheet as of December 31, 2022 and 2021, respectively. Pursuant to the purchase and sale agreement by which we acquired our European subsidiaries, the sellers are required to indemnify us against certain specified matters and losses, including any and all liabilities, claims, penalties and costs incurred or sustained by us in connection with non-compliance with tax laws in relation to activities of the sellers. The indemnity (or indemnification receivable) is limited to an amount equal to the purchase price under the purchase and sale agreement. During the year ended December 31, 2022 and 2021, we recognized a gain of approximately $ 2.0 million and $ 1.7 million, respectively, within "general and administrative expenses" in our consolidated statements of operations and comprehensive loss, which represented the partial reversal of a charge previously recognized based on the difference between the VAT payable and the VAT receivable and indemnification asset, as the indemnification asset became probable of recovery based on the reduction in our previously estimated VAT liability for penalties and interest based on our voluntary disclosure to, and ongoing settlement with, the relevant tax authorities in the EU member states. Management intends to pursue recovery of all additional losses from the sellers to the full extent of the indemnification provisions of the purchase and sale agreement, however, the collectability of such additional indemnification amounts may be subject to litigation and may be affected by the credit risk of indemnifying parties, and are therefore subject to significant uncertainties as to the amount and timing of recovery. As noted above, we have voluntarily disclosed VAT owed to several relevant tax authorities in the EU member states, and believe in doing so we will reduce our liability for penalties and interest. Nonetheless, we may incur expenses in future periods related to such matters, including litigation costs and other expenses to defend our position. The outcome of such matters is inherently unpredictable and subject to significant uncertainties. Refer to "Note 7—Commitments and Contingencies" for additional discussion regarding our contingencies. Net Loss Per Share Basic net loss per share of Class A common stock is computed by dividing net loss attributable to Greenlane by the weighted-average number of shares of Class A common stock outstanding during the period. Diluted net loss per share of Class A common stock is computed by dividing net loss attributable to Greenlane by the weighted-average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive elements. See “Note 9—Stockholders' Equity - Net Loss Per Share.” Recently Issued Accounting Guidance Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses . The standard requires the use of an “expected loss” model on certain types of financial instruments. The standard also amends the impairment model for available-for-sale securities and requires estimated credit losses to be recorded as allowances rather than as reductions to the amortized cost of the securities. This standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2022 for filers that are eligible to be smaller reporting companies under the SEC's definition. Early adoption is 74 permitted. We do not believe the adoption of this new guidance will have a material impact on our consolidated financial statements and disclosures. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , which requires that an acquirer recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606, as if it had originated the contracts. Prior to this ASU, an acquirer generally recognizes contract assets acquired and contract liabilities assumed that arose from contracts with customers at fair value on the acquisition date. The ASU is effective for fiscal years beginning after December 15, 2022, with early adoption permitted. The ASU is to be applied prospectively to business combinations occurring on or after the effective date of the amendment (or if adopted early as of an interim period, as of the beginning of the fiscal year that includes the interim period of early application). We do not believe the adoption of this new guidance will have a material impact on our consolidated financial statements and disclosures. Restatement of Previously Issued Financial Statements As previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on November 15, 2023, on November 10, 2023, the Audit Committee of the Board of Directors (the “Audit Committee”) of the Company, after consultation with management and discussions with Marcum LLP, the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2022, concluded that the sequence it used in applying the guidance in ASC 360-10-35 and ASC-350-10 was done out of order in determining whether an impairment of its definite-lived intangible assets existed as of September 30, 2022. Under the guidance provided by ASC 360-10-35, the carrying amounts of any assets that are not within the scope of ASC 360-10, other than goodwill, should be adjusted for impairment, as necessary, prior to testing long-lived assets for impairment under ASC-350-10 and the carrying amount of assets within the scope of ASC 360-10 should be adjusted for impairment prior to testing goodwill for impairment under ASC 350-10. Additionally, on January 2, 2024, the Audit Committee, after consultation with management and discussions with Marcum LLP, concluded that the that the Company's ERP system capitalized cost was impaired due to the system not being able to be sold separately from the business, and the current enterprise value of the business does not support the carrying value of the ERP system. As a result, the carrying balance of definite-lived intangible assets and property and equipment was overstated in the Company’s previously issued unaudited consolidated financial statements for the quarterly period ended September 30, 2022, which also impacted the audited consolidated financial statements for the annual period ended December 31, 2022, and the quarterly unaudited consolidated financial statements for the quarterly periods ended March 31, 2023 and June 30, 2023 (collectively, the “Affected Periods”), as well as the relevant portions of any communication or filings which describe or are based on such financial statements, and therefore these financial statements for the Affected Periods should no longer be relied upon and are to be restated. Management prepared a quantitative and qualitative analysis of these errors in accordance with the U.S. SEC Staff's Accounting Bulletin Nos. 99 and 108, Materiality, and concluded the aggregate impact of the error is material to the Company's previously reported financial statements for the Affected Periods. As a result, the accompanying financial statements as of and for the year ended December 31, 2022 and related notes hereto, have been restated to correct these errors. These changes are to non-cash items and do not change the Company’s reported operating revenues or costs of goods sold, however, the Company determined that these changes have a material impact on the as-filed financial statements for the Affected Periods, and as a result, the restatement of the Affected Periods is required. There was no impact to net cash flows related to operating, financing or investing activities for any of the Affected Periods. A summary of the impact of the adjustments on the previously reported financial statements are included below. Note 14 discloses the impact of the adjustments on the Company's unaudited condensed consolidated financial statements for the interim periods within the year ended December 31, 2022. 75 GREENLANE HOLDINGS, INC. CONSOLIDATED BALANCE SHEET December 31, 2022 (in thousands, except par value per share amounts) As previously reported Corrections (a) As restated ASSETS Property and equipment, net $ 11,062 $ ( 7,100 ) $ 3,962 Intangible assets, net $ 49,268 $ ( 49,268 ) $ — Total assets $ 146,053 $ ( 56,368 ) $ 89,685 STOCKHOLDERS’ EQUITY Additional paid-in capital $ 266,516 $ ( 2,636 ) $ 263,880 Accumulated deficit $ ( 171,365 ) $ ( 53,749 ) $ ( 225,114 ) Total stockholders’ equity attributable to Greenlane Holdings, Inc. $ 95,358 $ ( 56,385 ) $ 38,973 Non-controlling interest $ 1 $ 17 $ 18 Total stockholders’ equity $ 95,359 $ ( 56,368 ) $ 38,991 Total liabilities and stockholders’ equity $ 146,053 $ ( 56,368 ) $ 89,685 GREENLANE HOLDINGS, INC. CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS For the year ended December 31, 2022 (in thousands, except share and per share amounts) As previously reported Corrections (a) As restated Operating expenses: Definite-lived intangibles impairment charge — 50,694 50,694 Property and equipment impairment charge — 7,336 7,336 Depreciation and amortization 9,067 ( 1,662 ) 7,405 Total operating expenses 152,717 56,368 209,085 Loss from operations ( 127,734 ) ( 56,368 ) ( 184,102 ) Loss before income taxes ( 125,871 ) ( 56,368 ) ( 182,239 ) Net loss ( 125,858 ) ( 56,368 ) ( 182,226 ) Less: Net loss attributable to non-controlling interest ( 10,098 ) ( 2,619 ) ( 12,717 ) Net loss attributable to Greenlane Holdings, Inc. ( 115,760 ) ( 53,749 ) ( 169,509 ) Net loss attributable to Class A common stock per share - basic & diluted* $ ( 15.37 ) $ ( 7.14 ) $ ( 22.51 ) Weighted-average shares of Class A common stock outstanding - basic & diluted* 7,531 — 7,531 Comprehensive loss ( 126,043 ) ( 56,368 ) ( 182,411 ) Less: Comprehensive loss attributable to non-controlling interest ( 10,014 ) ( 2,619 ) ( 12,633 ) Comprehensive loss attributable to Greenlane Holdings, Inc. $ ( 116,029 ) $ ( 53,749 ) $ ( 169,778 ) *After giving effect to the one-for-20 Reverse Stock Split effective August 9, 2022. 76 GREENLANE HOLDINGS, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (in thousands) Class A Common Stock Class B Common Stock Additional Paid-In Capital* Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Non- Controlling Interest Total Stockholders’ Equity Shares* Amount* Shares* Amount* Balance As previously reported Net loss — $ — — $ — $ — $ ( 115,760 ) $ — $ ( 10,098 ) $ ( 125,858 ) Exchanges of noncontrolling interest for Class A common stock 1,087 9 ( 1,087 ) — 10,282 — — ( 10,291 ) — Balance Balance December 31, 2022 15,985 152 — — 266,516 ( 171,365 ) 55 1 95,359 Restatement impacts (a) Net loss — — — — — ( 53,749 ) — ( 2,619 ) ( 56,368 ) Exchanges of noncontrolling interest for Class A common stock — — — — ( 2,636 ) — — 2,636 — Balance Balance December 31, 2022 — — — — ( 2,636 ) ( 53,749 ) — 17 ( 56,368 ) Balance As restated Net loss (As restated) — — — — — ( 169,509 ) — ( 12,717 ) ( 182,226 ) Exchanges of noncontrolling interest for Class A common stock 1,087 9 ( 1,087 ) — 7,646 — — ( 7,655 ) — Balance Balance December 31, 2022 (As restated) 15,985 $ 152 — $ — $ 263,880 $ ( 225,114 ) $ 55 $ 18 $ 38,991 *After giving effect to the one-for-20 Reverse Stock Split effective August 9, 2022. GREENLANE HOLDINGS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS For the year ended December 31, 2022 (in thousands) As previously reported Corrections (a) As restated Cash flows from operating activities: Net loss (including amounts attributable to non-controlling interest) $ ( 125,858 ) $ ( 56,368 ) $ ( 182,226 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization $ 9,067 $ ( 1,662 ) $ 7,405 Goodwill and indefinite-lived intangibles impairment charge $ 71,360 $ — $ 71,360 Definite-lived intangibles impairment charge $ — $ 50,694 $ 50,694 Property and equipment impairment charge $ — $ 7,336 $ 7,336 Net cash used in operating activities $ ( 26,426 ) $ — $ ( 26,426 ) Cash flows from investing activities: Net cash provided by (used in) investing activities $ 12,025 $ — $ 12,025 Cash flows from financing activities: Net cash provided by financing activities $ 13,930 $ — $ 13,930 Net (decrease) in cash and restricted cash $ ( 681 ) $ — $ ( 681 ) Cash and restricted cash, as of beginning of the period $ 12,857 $ — $ 12,857 Cash and restricted cash, as of end of the period $ 12,176 $ — $ 12,176 (a) To reflect 1) the impairment charge to definite-lived intangibles and property and equipment, which occurred as of September 30, 2022, along with the allocation of the resulting additional net loss to non-controlling interest; and 2) the reversal of depreciation and amortization expense recognized during the fourth quarter of 2022. NOTE 3. BUSINESS ACQUISITIONS Eyce On March 2, 2021, we acquired substantially all the assets of Eyce LLC (“Eyce”), a designer and manufacturer of silicone pipes, bubblers, rigs, and other smoking and vaporization-related accessories and merchandise. We acquired Eyce to take advantage of expected synergies, which include increased margins from the direct integration of one of our top-selling product 77 lines into our offerings of Greenlane Brand products (as defined below) and the enlistment of key talent in Eyce’s founding owners. We accounted for the Eyce acquisition as a business combination under the acquisition method under ASC Topic 805, Business Combinations . Eyce has been consolidated in our consolidated financial statements commencing on March 2, 2021, the date of acquisition. The purchase price for the Eyce acquisition was allocated based on estimates of the fair value of net assets acquired at the acquisition date, with the excess allocated to goodwill. The total purchase consideration for the Eyce acquisition consisted of the following: (in thousands) Purchase Consideration Cash $ 2,403 Class A common stock 2,005 Promissory note 2,503 Contingent consideration – payable in cash 914 Contingent consideration – payable in Class A common stock 914 Total purchase consideration $ 8,739 During the year ended December 31, 2021, we recognized approximately $ 0.3 million in Eyce acquisition-related costs, which were included within "general and administrative" expenses in our consolidated statement of operations and comprehensive loss. The Eyce contingent consideration arrangement required us to make contingent payments based on the achievement of certain revenue and EBITDA performance targets for the year ended December 31, 2021 (the “2021 Contingent Payment”), as well as the year ending December 31, 2022 (the “2022 Contingent Payment”), as set forth in the acquisition agreement. We estimated the fair value of the contingent consideration by using a Monte Carlo simulation that included significant unobservable inputs such as the risk-free rate, risk-adjusted discount rate, the volatility of the underlying financial metrics and projected financial forecast of the acquired business over the earn-out period. The 2021 Contingent Payment was earned as of December 31, 2021, and the related liability of $ 1.8 million was included within “Accrued expenses and other current liabilities” on our consolidated balance sheet. As partial consideration for Eyce’s attainment of the financial benchmarks related to the 2021 Contingent Payment, we issued 39,776 shares of our Class A common stock on January 14, 2022 to Eyce and certain of its affiliates. See “Note 4—Fair Value of Financial Instruments” for additional details related to the Eyce contingent consideration arrangement. As a result of additional information obtained about facts and circumstances that existed as of the acquisition date, we calculated an adjustment to the purchase price related to the estimated fair value of contingent consideration issued, and recorded a measurement period adjustment during the second quarter of 2021. The following table summarizes the purchase price allocation and the estimated fair value of the net assets acquired at the date of acquisition. (in thousands) Estimated Fair Value as of Acquisition Date (as previously reported) Measurement Period Adjustments Estimated Fair Value as of Acquisition Date (as adjusted) Inventory $ 92 $ — $ 92 Developed technology 1,738 — 1,738 Trade name 1,294 — 1,294 Customer relationships 165 — 165 Goodwill 4,840 610 5,450 Total purchase consideration $ 8,129 $ 610 $ 8,739 Goodwill generated from the Eyce acquisition was primarily related to the value we placed on expected business synergies. For additional information about goodwill, see "Note 8—Supplemental Financial Statement Information. Amended Eyce APA On April 7, 2022, we entered into an amendment to that certain Asset Purchase Agreement dated March 2, 2021 (the “Amended Eyce APA”), by and between Eyce and Warehouse Goods to accelerate the issuance of shares of Class A common stock issuable to Eyce under the agreement upon the attainment of certain EBITDA and revenue benchmarks (the “Amended 2022 Contingent Payment”), in an amount equal to $ 0.9 million. We issued 71,721 shares of Class A common stock to Eyce under the Amended 2022 Contingent Payment, which vest ratably in seven quarterly tranches starting on July 1, 2022, such that on 78 January 1, 2024 (the “Vesting Date”), all shares issued to Eyce under the Amended 2022 Contingent Payment will have vested. The shares of Class A common stock issued under the Amended 2022 Contingent Payment are subject to certain forfeiture restrictions tied to the continued employment of certain Eyce personnel with the Company through the Vesting Date. The Amended Eyce APA also provided for the payment of $ 0.9 million in cash in four equal installments on April 1, 2023, July 1, 2023, October 1, 2023 and January 1, 2024, contingent on the achievement of certain deliverables outlined in the Amended Eyce APA and the continued employment of certain Eyce personnel. The transaction was accounted for separately from acquisition accounting for the Eyce business combination. Specifically, we recorded a gain of approximately $ 0.3 million, respectively, within "other income (expense), net" in our consolidated statement of operations and comprehensive income for the year ended December 31, 2022 to write-off the balance of the Eyce 2022 Contingent Payment. Also, we recorded approximately $ 1.3 million in compensation expense related to the Amended 2022 Contingent Payment within "salaries, benefits and payroll taxes" in our consolidated statement of operations and comprehensive income for the year ended December 31, 2022. Merger with KushCo On August 31, 2021, we completed our previously announced merger with KushCo pursuant to the terms of the Merger Agreement dated as of March, 31, 2021. Greenlane’s merger with KushCo created a leading ancillary cannabis products and services company. The combined company serves a broad range of customers, which includes many of the leading MSOs and LPs, the top smoke shops in the United States, and millions of consumers globally. Pursuant to the Merger Agreement, Merger Sub Gotham 1, LLC, our wholly owned subsidiary (“Merger Sub 1”), merged with KushCo (the “Initial Surviving Corporation”) (“Merger 1”) and then the Initial Surviving Corporation was merged with and into Merger Sub Gotham 2, LLC, our wholly owned subsidiary (“Merger Sub 2”), with Merger Sub 2 as the surviving limited liability company and a wholly owned subsidiary of Greenlane (“Merger 2,” and together with Merger 1, the “Mergers”). At the effective time of the Mergers, each KushCo stockholder received 0.3016 shares of Class A common stock (excluding the effect of the Reverse Stock Split), as determined pursuant to the exchange ratio formula set forth in the Merger Agreement (the “Exchange Ratio”), for each share of KushCo’s common stock, $ 0.001 par value per share (“KushCo common stock”), issued and outstanding immediately prior to the effective time of the Mergers, with cash paid for any fractional shares that a KushCo stockholder would have otherwise been entitled to receive. Immediately following the Mergers, stockholders that held Greenlane common stock prior to the completion of the Mergers owned 51.9 % and former KushCo stockholders owned 48.1 % of the equity of the combined company on a fully diluted basis. Pursuant to the Merger Agreement, immediately prior to the consummation of the Mergers, holders of Class C common stock received one-third of one share of Class B common stock for each share of Class C common stock held immediately prior to the closing of the Mergers, and Greenlane adopted the A&R Charter, which eliminated Class C common stock as a class of Greenlane’s capital stock. Treatment of KushCo Equity Awards At the effective time of the Mergers, options to purchase shares of KushCo common stock (“KushCo options”) were treated as follows: • Each KushCo option that was outstanding immediately prior to the Merger 1 effective time, whether or not then vested or exercisable (but after taking into account any acceleration or vesting as provided under the KushCo equity plan covering such option), was converted into an option to purchase, on the same terms and conditions that applied to such KushCo option immediately prior to the Merger 1 effective time, (A) that number of shares of Class A common stock, rounded down to the nearest whole share, determined by multiplying (1) the total number of KushCo shares subject to such KushCo option immediately prior to the Merger 1 effective time by (2) the Exchange Ratio, (B) at a per-share exercise price, rounded up to the nearest whole cent, determined by dividing (1) the exercise price per share covered by such KushCo option immediately prior to the Merger 1 effective time by (2) the Exchange Ratio; • Greenlane assumed the sponsorship of the KushCo Holdings, Inc. 2016 Stock Incentive Plan covering such KushCo options (the “KushCo Equity Plan”), and all references to KushCo therein were deemed references to Greenlane and all references to shares of KushCo common stock therein were deemed references to Class A common stock; and • Each KushCo restricted stock unit (a “KushCo RSU”) that was then held and remained outstanding immediately prior to the Merger 1 effective time accelerated and became vested in full in accordance with the terms of the KushCo equity plan covering such KushCo RSUs and each such KushCo RSU was immediately settled and treated in the same manner as shares of KushCo common stock in the Mergers. Effect of Merger 1 on KushCo Warrants 79 Additionally, each warrant to purchase one or more shares of KushCo common stock (a “KushCo Warrant”), whether exercisable or not, was converted into a warrant to purchase Class A common stock. Greenlane assumed each such KushCo Warrant in accordance with its terms (the “Assumed Warrants”). With respect to the Assumed Warrants: (i) the Assumed Warrants are exercisable solely for shares of Class A common stock; (ii) the number of shares of Class A common stock subject to such Assumed Warrants is equal to the number of shares of KushCo common stock subject to such Assumed Warrants as of immediately prior to the effective time of Merger 1 multiplied by the Exchange Ratio, rounded up to the nearest whole share; and (iii) the per share exercise price under each such Assumed Warrant was adjusted by dividing the per share exercise price under such Assumed Warrant by the Exchange Ratio and rounding up to the nearest cent. Estimated Purchase Consideration and Purchase Price Allocation We accounted for the KushCo acquisition as a business combination under the acquisition method under ASC Topic 805, Business Combinations . KushCo has been consolidated in our consolidated financial statements commencing on August 31, 2021, the date of acquisition. We allocated the purchase price to the net identifiable tangible and intangible assets acquired and liabilities assumed based on their preliminary estimated fair values as of the date of acquisition. The excess of the purchase price over the estimated fair value of the net assets and liabilities was allocated to goodwill. We determined the preliminary estimated fair values after review and consideration of relevant information as of the acquisition date, including discounted cash flows, quoted market prices and estimates made by management. The fair values assigned to tangible and intangible assets acquired and liabilities assumed were based on management's estimates and assumptions. The total estimated purchase consideration for the KushCo acquisition consisted of the following: (in thousands) Purchase Consideration Class A common stock (1) $ 123,491 Estimated fair value of assumed warrants 8,423 Estimated fair value of replaced equity awards 4,759 Greenlane cash payments on behalf of KushCo (2) 12,183 Total purchase consideration $ 148,856 (1) Based on approximately 2.4 million shares of Greenlane Class A common stock issued, multiplied by the closing price per share of Greenlane Class A common stock on Nasdaq on August 31, 2021, the acquisition date, of $ 50.8 . (2) Represents cash paid by Greenlane on the acquisition date to extinguish certain debt and other liabilities of KushCo, which were not legally assumed by Greenlane. The following table summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition date based on the preliminary purchase price allocation (in thousands): 80 (in thousands) Estimated Fair Value as of Acquisition Date (as previously reported) Measurement Period Adjustments Estimated Fair Value as of Acquisition Date (as adjusted) Assets acquired Cash $ 2,302 $ — $ 2,302 Accounts receivable 7,110 — 7,110 Inventories 35,112 — 35,112 Vendor deposits 7,011 — 7,011 Other current assets 8,111 — 8,111 Property and equipment 6,200 — 6,200 Operating lease right-of-use assets 7,581 — 7,581 Other assets 2,896 — 2,896 Intangible assets – customer relationships 39,500 — 39,500 Intangible assets – trademarks 29,500 — 29,500 Intangible assets – proprietary design library 3,100 — 3,100 Goodwill 24,314 19 24,333 Total estimated assets acquired 172,737 19 172,756 Liabilities assumed Accounts payable 5,876 5,876 Accrued expenses and other current liabilities 6,496 19 6,515 Customer deposits 3,934 3,934 Operating lease liabilities 7,575 7,575 Total estimated liabilities assumed 23,881 19 23,900 Total estimated purchase price and consideration transferred in the merger $ 148,856 $ — $ 148,856 Goodwill generated from the KushCo acquisition was primarily related to the value we placed on expected business synergies. For additional information about goodwill, see "Note 8—Supplemental Financial Statement Information. During the year ended December 31, 2021, we recognized transaction costs of approximately $ 7.8 million in connection with the Mergers, consisting primarily of advisory, legal, valuation and accounting fees, which were recorded in “general and administrative expenses” in the accompanying consolidated statement of operations and comprehensive loss. DaVinci On November 29, 2021, we acquired substantially all the assets of Organicix, LLC (d/b/a and hereinafter referred to as “DaVinci”), a leading developer and manufacturer of premium portable vaporizers. We acquired DaVinci to take advantage of expected synergies, which include increased margins and significant enhancement of our offerings of Greenlane Brands products (as defined below) the enlistment of key talent in DaVinci's founders. We accounted for the DaVinci acquisition as a business combination under the acquisition method under ASC Topic 805, Business Combinations . DaVinci has been consolidated in our consolidated financial statements commencing on November 29, 2021, the date of acquisition. We allocated the purchase price to the net identifiable tangible and intangible assets acquired and liabilities assumed based on their preliminary estimated fair values as of the date of acquisition. The excess of the purchase price over the estimated fair value of the net assets and liabilities was allocated to goodwill. We determined the preliminary estimated fair values after review and consideration of relevant information as of the acquisition date, including discounted cash flows, quoted market prices and estimated made by management. The fair values assigned to tangible and intangible assets acquired and liabilities assumed were based on management's estimates and assumptions. The total purchase consideration for the DaVinci acquisition consisted of the following: 81 (in thousands) Purchase Consideration Cash $ 3,362 Class A common stock 3,282 Promissory note 5,000 2021 DaVinci Contingent Payment – payable in Class A common stock 2,610 Product Launch Contingent Payment – payable in cash 1,169 Product Launch Contingent Payment – payable in Class A common stock 1,062 Total purchase consideration $ 16,485 During the year ended December 31, 2021, we recognized approximately $ 0.3 million in DaVinci acquisition-related costs, which were included within “general and administrative” expenses in our consolidated statement of operations and comprehensive loss. The DaVinci contingent consideration arrangement included: (1) the 2021 Contingent Payment, which was based on the achievement of certain financial benchmarks measured during the period January 1, 2021 and December 31, 2021, and was payable in shares of our Class A common stock, and (2) Product Launch Contingent Payments, which are payable in cash and shares of our Class A common stock. The 2021 DaVinci Contingent Payment was earned as of December 31, 2021, based upon which the we issued 151,515 shares of Class A Common Stock on February 25, 2022 to DaVinci and certain of its affiliates. The estimated fair value of the 2021 DaVinci Contingent Payment as of the acquisition date reflected a discount for lack of marketability, as the Class A common stock issued to the sellers has a restriction period. We estimated the fair value of the Product Launch Contingent Payments using a form of the scenario-based method, which includes significant unobservable inputs such management’s identification of probability-weighted outcomes and a risk-adjusted discount rate over the earn-out period. The following table summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition date based on the preliminary purchase price allocation (in thousands): (in thousands) Estimated Fair Value as of Acquisition Date Assets acquired Accounts receivable $ 94 Inventories 1,444 Vendor deposits 132 Property and equipment 112 Intangible assets – customer relationships 1,362 Intangible assets – tradenames 2,316 Intangible assets – developed technology 2,195 Goodwill 9,052 Total estimated assets acquired 16,707 Liabilities assumed Accounts payable 59 Accrued expenses and other current liabilities 123 Customer deposits 40 Total estimated liabilities assumed 222 Total estimated purchase price and consideration transferred $ 16,485 Goodwill generated from the DaVinci acquisition was primarily related to the value we placed on expected business synergies. For additional information about goodwill, see "Note 8—Supplemental Financial Statement Information. 82 Supplemental Unaudited Pro Forma Financial Information The following table presents pro forma results for the year ended December 31, 2021 as if our acquisition of Eyce and DaVinci, along with the closing of the merger with KushCo, had occurred on January 1, 2020, and Eyce, DaVinci, and KushCo’s results had been included in our consolidated results beginning on that date (in thousands): For the year ended December 31, 2021 (unaudited) Net sales $ 248,691 Cost of sales 221,710 Gross profit 26,981 Net loss $ ( 102,685 ) The pro forma amounts have been calculated after applying our accounting policies to the financial statements of Eyce and KushCo and adjusting the combined results of Greenlane, Eyce, DaVinci and KushCo (a) to remove Eyce and DaVinci product sales to us and to remove the cost incurred by us related to products purchased from Eyce and DaVinci prior to the acquisition, and (b) to reflect the increased amortization expense that would have been charged assuming intangible assets identified in the acquisitions of Eyce, DaVinci, and KushCo had been recorded on January 1, 2020. The impact of the Eyce and DaVinci acquisition and the KushCo merger on the actual results reported by us in subsequent periods may differ significantly from that reflected in this pro forma information for a number of reasons, including but not limited to, non-achievement of the expected synergies from these combinations and changes in the regulatory environment. As a result, the pro forma information is not necessarily indicative of what our financial condition or results of operations would have been had the acquisitions been completed on the applicable date of this pro forma financial information. In addition, the pro forma financial information does not purport to project our future financial condition and results of operations. VIBES Sale On July 19, 2022, Warehouse Goods entered into the Sale Agreement with Portofino to sell the Company’s 50 % stake in VIBES Holdings LLC for total consideration of $ 4.6 million in cash. The transactions contemplated by the Sale Agreement were completed on July 19, 2022, immediately following the signing of the Sale Agreement. In conjunction with and as a result of the disposition of and deconsolidation of our interest in VIBES Holdings LLC, we recorded a gain of $ 2.0 million for the year ended December 31, 2022, which is included as an offset in "general and administrative expenses" in our consolidated statements of operations and comprehensive loss, as well as a reduction to non-controlling interest on our consolidated balance sheet as of December 31, 2022 of $ 1.8 million. In conjunction with the Sale Agreement, we returned inventory to VIBES with a carrying value of approximately $ 2.4 million. NOTE 4. FAIR VALUE OF FINANCIAL INSTRUMENTS Assets and Liabilities that are Measured at Fair Value on a Recurring Basis The carrying amounts for certain of our financial instruments, including cash, accounts receivable, accounts payable and certain accrued expenses and other assets and liabilities, approximate fair value due to the short-term nature of these instruments. As of December 31, 2022, we had contingent consideration that is required to be measured at fair value on a recurring basis. As of December 31, 2021, our equity securities that were required to be measured at fair value on a recurring basis consisted of investments in XS Financial Inc. and High Tide Inc. We had determined that our ownership did not provide us with significant influence over the operations of these entities. Accordingly, we accounted for our investment in these entities as equity securities, and we recorded changes in the fair value of these investments in "other income (expense), net" in our consolidated statements of operations and comprehensive loss. During the year ended 2022, we sold our interests in XS Financial Inc. and High Tide Inc. for total proceeds of approximately 0.6 million. Our financial instruments measured at fair value on a recurring basis were as follows at the dates indicated: 83 Consolidated Balance Sheet Caption Fair Value at December 31, 2022 (in thousands) Level 1 Level 2 Level 3 Total Liabilities: Contingent consideration - current Accrued expenses and other current liabilities $ — $ — $ 2,738 $ 2,738 Total Liabilities $ — $ — $ 2,738 $ 2,738 Consolidated Balance Sheet Caption Fair Value at December 31, 2021 (in thousands) Level 1 Level 2 Level 3 Total Assets: Equity securities Other assets $ 1,919 $ — $ — $ 1,919 Total Assets $ 1,919 $ — $ — $ 1,919 Liabilities: Interest rate swap contract Other liabilities $ — $ 288 $ — $ 288 Contingent consideration – current Accrued expenses and other current liabilities — — 5,641 5,641 Contingent consideration – long-term Other long-term liabilities — — 1,216 1,216 Total Liabilities $ — $ 288 $ 6,857 $ 7,145 There were no transfers between Level 1 and Level 2 and no transfers to or from Level 3 of the fair value hierarchy during the years ended December 31, 2022 and 2021. Derivative Instrument and Hedging Activity On July 11, 2019, we entered into an interest rate swap contract to manage our risk associated with the interest rate fluctuations on the Company’s floating rate Real Estate Note described in “Note 6 - Debt.” The counterparty to this instrument was a reputable financial institution. Our interest rate swap contract was designated as a cash flow hedge at the inception date, and was previously reflected at its fair value in our consolidated balance sheets. The fair value of our interest rate swap liability was determined based on the present value of expected future cash flows. Since our interest rate swap value was based on the LIBOR forward curve and credit default swap rates, which were observable at commonly quoted intervals for the full term of the swap, it was considered a Level 2 measurement. Beginning with the second quarter of 2022, we discontinued hedge accounting for the interest rate swap contract. During the year ended December 31, 2022, we recorded a gain of approximately $ 0.1 million based on the change in fair value of the interest rate swap contract within “interest expense” in our consolidated statement of income and comprehensive loss. During the second quarter of 2022, we also reclassified the related accumulated other comprehensive income balance of $ 0.3 million to "interest expense" in our consolidated statement of income and comprehensive loss. Refer to “Note 8 - Supplemental Financial Information” for further details on the components of accumulated other comprehensive income (loss) for the year ended December 31, 2022 and 2021, respectively. The unrealized loss on the derivative instrument prior to the discontinuation of hedge accounting was included within “Other comprehensive income (loss)” in our consolidated statement of operations and comprehensive loss. There was no measure of hedge ineffectiveness and no reclassifications from other comprehensive loss into interest expense for the year ended December 31, 2022 and 2021, respectively. In August 2022, we terminated the interest swap contract. Contingent Consideration Each period we revalue our contingent consideration obligations associated with business acquisitions to their fair value. The estimate of the fair value of contingent consideration is determined by applying a risk-neutral framework using a Monte Carlo Simulation, which includes inputs not observable in the market, such as the risk-free rate, risk-adjusted discount rate, the volatility of the underlying financial metrics and projected financial forecast of the acquired business over the earn-out period, and therefore represents a Level 3 measurement. Significant increases or decreases in these inputs could result in a significantly lower or higher fair value measurement of the contingent consideration liability. Changes in the fair value of contingent consideration are included within “Other income (expense), net” in our consolidated statements of operations and comprehensive loss. 84 A reconciliation of our liabilities that are measured and recorded at fair value on a recurring basis using significant unobservable inputs (Level 3) for the years ended December 31, 2022 and 2021 is as follows: (in thousands) Contingent Consideration Balance at December 31, 2020 $ — Contingent consideration issued for Eyce acquisition 1,828 Contingent consideration issued for DaVinci acquisition 4,840 Loss from fair value adjustments included in results of operations 189 Balance at December 31, 2021 6,857 Eyce 2021 Contingent Payment settlement in Class A common stock ( 875 ) Eyce 2021 Contingent Payment settlement in cash ( 875 ) DaVinci 2021 Contingent Payment settlement in Class A common stock ( 2,611 ) Write-off of Eyce 2022 Contingent Payment in conjunction with the Amended Eyce APA ( 267 ) Loss from fair value adjustments included in results of operations 509 Balance at December 31, 2022 $ 2,738 Equity Securities Without a Readily Determinable Fair Value Our investment in equity securities without readily determinable fair value consist of ownership interests in Airgraft Inc., Sun Grown Packaging, LLC (“Sun Grown”) and Vapor Dosing Technologies, Inc. (“VIVA”). We determined that our ownership interests do not provide us with significant influence over the operations of these investments. Accordingly, we account for our investments in these entities as equity securities. Airgraft Inc., Sun Grown, and VIVA are private entities and their equity securities do not have a readily determinable fair value. We elected to measure these security under the measurement alternative election at cost minus impairment, if any, with adjustments through earnings for observable price changes in orderly transactions for the identical or similar investment of the same issuer. We acquired our investments in Sun Grown and VIVA as part of our merger with KushCo, which we completed in August 2021. We did not identify any fair value adjustments related to these equity securities during the years ended December 31, 2022 and 2021. As of December 31, 2022 and 2021, the carrying value of our investment in equity securities without a readily determinable fair value was approximately $ 2.5 million, respectively, included within “Other assets” in our consolidated balance sheets. The carrying value included a fair value adjustment of $ 1.5 million based on an observable price change recognized during the year ended December 31, 2019. NOTE 5. LEASES Greenlane as a Lessee As of December 31, 2022, we had facilities financed under operating leases consisting of warehouses, offices, and a retail store, with lease term expirations between 2023 and 2027. Lease terms are generally three to seven years for warehouses, office space and our retail store location. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. During the year ended December 31, 2022, we took steps to reduce our operational footprint and we continue to optimize our distribution network, transitioning to a more streamlined network with fewer, centrally-located, highly automated facilities. We successfully transferred, subleased or terminated our office leases for our Cypress, CA, Hermosa Beach, CA, France and China locations. We also successfully transferred, subleased or terminated our retail leases for our Amsterdam, Netherlands location, Barcelona, Spain, and Malibu, California locations. On November 3, 2022, we entered into that certain Lease Termination Agreement, dated as of October 31, 2022 solely for reference purposes (the "Lease Termination Agreement"), by and between us and Warland Investments Company (the "Landlord"), which provided for the termination of our lease at 6261 Katella Avenue in Cypress, California (collectively, the "Lease Termination"). Pursuant to the terms of the Lease Termination Agreement, we agreed to pay a fee of approximately $ 0.5 million as an early termination fee in consideration for the Landlord agreeing to terminate all of our remaining obligations under the Cypress lease. We expect the Lease Termination to result in approximately $ 1.7 million in savings, although we can provide no assurances as to the total amount of savings ultimately realized from the Lease Termination. 85 The following table provides details of our future minimum lease payments under our operating lease liabilities recorded in our consolidated balance sheet as of December 31, 2022. The table below does not include commitments that are contingent on events or other factors that are currently uncertain or unknown. (in thousands) Operating Leases 2023 $ 1,609 2024 914 2025 942 2026 77 2027 — Thereafter — Total minimum lease payments 3,542 Less: imputed interest 127 Present value of minimum lease payments 3,415 Less: current portion 1,528 Long-term portion $ 1,887 Rent expense under operating leases was approximately $ 3.6 million and $ 1.6 million for the years ended December 31, 2022 and 2021, respectively. The following expenses related to our operating leases were included in “general and administrative expenses” within our consolidated statements of operations and comprehensive loss for the years ended December 31, 2022 and 2021: For the year ended December 31, (in thousands) 2022 2021 Operating lease cost 2,735 1,383 Variable lease cost 837 255 Total lease cost $ 3,572 $ 1,638 The table below presents operating lease-related terms and discount rates as of December 31, 2022: Operating Leases Weighted average remaining lease terms 2.5 years Weighted average discount rate 2.2 % Greenlane as a Lessor The following table represents the maturity analysis of undiscounted cash flows related to lease payments, which we expect to receive from our existing operating lease agreements related to our sublease in California: (in thousands) Rental Income 2023 $ 386 2024 and thereafter — Total $ 386 86 NOTE 6. DEBT Our debt balance, excluding operating lease liabilities, consisted of the following amounts at the dates indicated: As of December 31, (in thousands) 2022 2021 Real Estate Note $ — $ 7,958 Bridge Loan — 8,000 Line of Credit 15,000 — DaVinci Promissory Note 2,538 5,000 Eyce Promissory Note 647 1,592 18,185 22,550 Less unamortized debt issuance costs ( 1,960 ) ( 328 ) Less current portion of debt ( 3,185 ) ( 11,615 ) Debt, net, excluding operating leases $ 13,040 $ 10,607 Real Estate Note On October 1, 2018, one of the Operating Company’s wholly-owned subsidiaries financed the purchase of a building, which served as our corporate headquarters, through a real estate term note (the “Real Estate Note”) in the principal amount of $ 8.5 million. Our obligations under the Real Estate Note were secured by a mortgage on the property. On August 8, 2022, we entered into a note, mortgage and loan modification agreement (the “Real Estate Note Amendment”), which amended the maturity date of the Real Estate Note to reflect a maturity date of December 1, 2022, whereupon all principal and accrued interest were to become due and payable, in full. In September 2022, 1095 Broken Sound consummated the previously disclosed transactions contemplated by that certain Purchase and Sale Agreement, dated as of August 16, 2022, by and between 1095 Broken Sound and the HQ Purchaser whereby 1095 Broken Sound agreed to sell a certain parcel of real estate including the our headquarters building to the HQ Purchaser for total proceeds of $ 9.6 million in cash. On the Closing Date, the Company used a portion of the proceeds from the HQ Transaction to repay the remainder of the Real Estate Note in full. There was no remaining balance related to the Real Estate Note on our consolidated balance sheet as of December 31, 2022. Eyce Promissory Note In March 2021, one of the Operating Company's wholly-owned subsidiaries financed the acquisition of Eyce through the issuance of an unsecured promissory note (the “Eyce Promissory Note”) in the principal amount of $ 2.5 million. Principal payments plus accrued interest at a rate of 4.5 % are due quarterly through April 2023. DaVinci Promissory Note In November 2021, one of the Operating Company's wholly-owned subsidiaries financed the acquisition of DaVinci through the issuance of an unsecured promissory note (the “DaVinci Promissory Note”) in the principal amount of $ 5.0 million. Principal payments plus accrued interest at a rate of 4.0 % are due quarterly through October 2023. Bridge Loan In December 2021, we entered into a Secured Promissory Note with Aaron LoCascio, our co-founder, former Chief Executive Officer and President, and a current director of the Company, in which Mr. LoCascio provided us with a bridge loan in the principal amount of $ 8.0 million (the “December 2021 Note”). The December 2021 Note accrued interest at a rate of 15.0 % is due monthly, and the principal amount was due in full on June 30, 2022. We incurred $ 0.3 million of debt issuance costs related to the December 2021 Note, which were recorded as a direct deduction from the carrying amount of the December 2021 Note, and which were amortized over the term of the December 2021 Note through interest expense. The December 2021 Note was secured by a continuing security interest in all of our assets and properties whether then or thereafter existing or required, including our inventory and receivables (as defined under the Universal Commercial Code) and included negative covenants restricting our ability to incur further indebtedness and engage in certain asset dispositions until the earlier of the maturity date or the December 2021 Note being fully repaid. On June 30, 2022, we entered into the First Amendment to the December 2021 Note (the “First Amendment”), which extended the maturity date of the December 2021 Note to July 14, 2022. On July 14, 2022, we entered into the Second Amendment to the December 2021 Note (the “Second Amendment” and together with the December 2021 Note, the “Bridge Loan”), which provided for the extension of the maturity date of the Bridge Loan from July 14, 2022 to July 19, 2022. In connection with the entry into the Second Amendment, we repaid $ 4.0 million of the aggregate principal amount due under the Bridge Loan on July 87 14, 2022, with the remainder due at maturity. On July 19, 2022, we repaid the remaining balance on the Bridge Loan in full, and, as a result, all obligations under the Bridge Loan have been satisfied. Asset-Based Loan On August 9, 2022, we entered into an asset-based loan pursuant to that certain Loan and Security Agreement, dated as of August 8, 2022 (the “Loan Agreement”), by and among the Company, certain subsidiaries of the Company (the “Guarantors”), the parties thereto from time to time as lenders (the “Lenders”), and WhiteHawk Capital Partners LP, as the agent for the Lenders. Pursuant to the Loan Agreement, the Lenders agreed to make available to us a term loan of up to $ 15.0 million on the terms and conditions set forth therein and the other Financing Agreements (as defined therein). As of December 31, 2022, of the total term loan amount, $ 5.7 million is located in a blocked account, which is classified as “restricted cash” on our consolidated balance sheet, and which will release the funds when permitted by the borrowing base certificate. Subject to certain exceptions described in the Loan Agreement, the Company and the Guarantors agreed to pledge all of their assets as collateral. The maturity date of the Asset-Based Loan is the third anniversary of the Closing Date (the “Maturity Date”). We incurred $ 1.5 million of debt issuance costs related to the Asset-Based Loan, as well as an original issue discount of $ 0.5 million, which were recorded as a direct deduction from the carrying amount of the Asset-Based Loan, and which are amortized over the term of the Asset-Based Loan through interest expense. The Asset-Based Loan contains customary covenants and restrictions, including, without limitation, covenants that require us to comply with laws, restrictions on our ability to incur additional indebtedness, and various customary remedies for the lender following an event of default, including the acceleration of repayment of outstanding amounts under the Asset-Based Loan and execution upon the collateral securing obligations under the Asset-Based Loan. As of December 31, 2022, we were in compliance with the Asset-Based Loan covenants. The Asset-Based Loan accrues interest at the prime rate plus 8.0 %, and interest payments are due monthly. Based on the original terms, beginning with the fiscal quarter ending September 30, 2023, and for each fiscal quarter thereafter until the Maturity Date, quarterly payments of $ 0.3 million are due, with a final payment of all remaining outstanding principal and accrued interest due on the Maturity Date. On February 9, 2023, we entered into Amendment No. 2 to the Loan Agreement, in which we agreed to, among other things, voluntarily prepay approximately $ 6.6 million (inclusive of early termination fees and expenses) under the terms provided for under the Loan Agreement and the lenders under the Loan Agreement agreed to release 5.7 million in funds held in a blocked account pursuant to the terms of the Loan Agreement. Amendment No.2 to the Loan Agreement also provides that we will make additional prepayments upon the occurrence of certain specified asset sales by the Company. Future Minimum Principal Payments The following table summarizes future scheduled minimum principal payments of debt at December 2022. Future debt principal payments are presented based upon the stated maturity dates in the respective debt agreement. Year Ending December 31, (in thousands) 2023 2024 2025 2026 2027 Total Real Estate Note $ — $ — $ — $ — $ — $ — Bridge Loan — — — — — — Asset Based Line of Credit — 1,250 13,750 — — 15,000 DaVinci Promissory Note 2,538 — — — — 2,538 Eyce Promissory Note 647 — — — — 647 Total $ 3,185 $ 1,250 $ 13,750 $ — $ — $ 18,185 NOTE 7. COMMITMENTS AND CONTINGENCIES Legal Proceedings In the ordinary course of business, we are involved in various legal proceedings involving a variety of matters. We do not believe there are any pending legal proceedings that will have a material adverse effect on our business, consolidated financial position, results of operations, or cash flows. However, the outcome of such legal matters is inherently unpredictable and subject to significant uncertainties. We have not taken any reserves for litigation for the year ended December 31, 2022. 88 Other Contingencies We are potentially subject to claims related to various non-income taxes (such as sales, value added, consumption, and similar taxes) from various tax authorities, including in jurisdictions in which we already collect and remit such taxes. If the relevant taxing authorities were successfully to pursue these claims, we could be subject to significant additional tax liabilities. See “Note 5—Leases” for details of our future minimum lease payments under operating lease liabilities. See “Note 11—Incomes Taxes” for information regarding income tax contingencies. NOTE 8. SUPPLEMENTAL FINANCIAL STATEMENT INFORMATION Certain balances herein reflect the restatements described in "Note 2 — Summary of Significant Accounting Policies - Restatement of Previously Issued Financial Statements." Other Current Assets The following table summarizes the composition of other current assets as of the dates indicated: As of December 31, (in thousands) 2022 2021 Other current assets: Employee retention credit (ERC) receivable $ 4,854 $ — VAT refund receivable (Note 2) $ 143 $ 143 Prepaid expenses 1,293 2,726 Indemnification receivable, net 736 122 Customs bonds 1,378 4,550 Other 2,716 4,118 $ 11,120 $ 11,658 ERC Sale As of December 31, 2022, we had recorded an ERC receivable of $ 4.9 million within "Other current assets" on our consolidated balance sheets, and a corresponding amount was included in "Other income (expense), net" in our consolidated statement of operations and comprehensive loss for the year ended December 31, 2022. On February 16, 2023, two of Greenlane Holdings, Inc.’s subsidiaries, Warehouse Goods LLC and Kim International LLC (collectively, the “Company”), entered into an agreement with a third-party institutional investor pursuant to which the investor purchased, for approximately $ 4.9 million in cash, an economic participation interest, at a discount, in all of the Company’s rights to payment from the United States Internal Revenue Service with respect to the employee retention credits filed by the Company under the Employee Retention Credit (“ERC”) program. Property and Equipment, Net The following is a summary of our property and equipment, at costs less accumulated depreciation and amortization: As of December 31, (in thousands) Estimated useful life 2022 2021 Furniture, equipment and software 3 - 7 years $ 7,492 $ 8,478 Personal property 5 years — 1,130 Leasehold improvements Lesser of lease term or 5 years 104 1,562 Building 39 years — 8,128 Land — 691 Land improvements 15 years — 601 Work in process 679 4,871 8,275 25,461 Less: accumulated depreciation 4,313 4,610 Property and equipment, net $ 3,962 $ 20,851 89 Depreciation expense for property and equipment for the years ended December 31, 2022 and 2021 was approximately $ 3.3 million and $ 2.1 million, respectively. The company reviewed property & equipment assets and determined the ERP system capitalized cost of $ 7.3 million was impaired and recorded an impairment charge during the three months ended September 2022 as part of the restatement. The ERP system can not be sold separately from the business and the current enterprise value of the business does not support the carrying value of this asset. Intangible Assets, Net Identified intangible assets consisted of the following at the dates indicated below: As of December 31, 2022 (As restated) (in thousands) Gross carrying amount Accumulated amortization Impairment Charge Carrying value Estimated useful life Design libraries $ 8,710 $ ( 1,010 ) $ ( 7,700 ) $ — 7 - 15 years Trademarks and tradenames 6,915 ( 3,361 ) ( 3,554 ) — 5 - 15 years Customer relationships 43,628 ( 4,666 ) ( 38,962 ) — 5 - 15 years Other intangibles 753 ( 275 ) ( 478 ) — 5 - 15 years Total finite-lived intangibles 60,006 ( 9,312 ) ( 50,694 ) — Trademarks 29,500 — ( 29,500 ) — Indefinite Total indefinite-lived intangibles 29,500 — ( 29,500 ) — Total intangible assets, net $ 89,506 $ ( 9,312 ) $ ( 80,194 ) $ — As of December 31, 2021 (in thousands) Gross carrying amount Accumulated amortization Impairment Charge Carrying value Estimated useful life Design libraries $ 8,710 $ ( 573 ) $ — $ 8,137 15 years Trademarks and tradenames 7,055 ( 2,144 ) — 4,911 5 - 15 years Customer relationships 43,628 ( 2,359 ) — 41,269 5 - 15 years Other intangibles 1,086 ( 193 ) — 893 5 - 15 years Total finite-lived intangibles 60,479 ( 5,269 ) — 55,210 Trademarks 29,500 — — 29,500 Indefinite Total indefinite-lived intangibles 29,500 — — 29,500 Total intangible assets, net $ 89,979 $ ( 5,269 ) $ — $ 84,710 We evaluate goodwill and indefinite-lived intangible assets for impairment annually during the fourth quarter of each year and at interim dates if indicators of impairment exist. Due to declines in the Company's stock price as well as changes to our estimates and assumptions of the expected future cash flows, management concluded that a triggering event occurred in the third quarter of 2022, based upon which we recorded an impairment charge related to our indefinite-lived intangible assets of $ 24.9 million. During the fourth quarter of 2022, we further concluded that the remaining $ 4.6 million balance of indefinite-lived intangibles was impaired. Based upon these assessments, we recorded a total impairment charge related to indefinite-lived intangibles of $ 29.5 million for the year ended December 31, 2022. We also recorded an impairment charge related to our goodwill balance, as described further below. We did not acquire any additional intangible assets during the year ended December 31, 2022. The weighted-average amortization period for intangible assets we acquired during the year ended December 31, 2021 was approximately 11.6 years. Amortization expense for intangible assets was approximately $ 4.4 million and $ 2.6 million for the years ended December 31, 2022 and 2021, respectively. Goodwill We evaluate goodwill and indefinite-lived intangible assets for impairment annually during the fourth quarter of each year and at interim dates if indicators of impairment exist. Goodwill is assessed for impairment at the reporting unit level. Due to declines in the Company's stock price as well as changes to our estimates and assumptions of the expected future cash flows of our Consumer Goods and Industrial Goods reporting units, management concluded that a triggering event occurred in the third 90 quarter of 2022, requiring a quantitative impairment test of our goodwill for both of our reporting units. Based on this assessment, we concluded that the fair value of each of our two reporting units was below their respective carrying value. The table below presents changes in the carrying amount of goodwill by reportable segment for the year ended December 31, 2022: (in thousands) Industrial Goods Consumer Goods Total Balance at December 31, 2021 $ 24,332 $ 17,528 $ 41,860 Goodwill impairment charge ( 24,332 ) $ ( 17,528 ) $ ( 41,860 ) Foreign currency translation adjustment — $ — $ — Balance at December 31, 2022 $ — $ — $ — Accrued Expenses and Other Current Liabilities The following table summarizes the composition of accrued expenses and other current liabilities as of the dates indicated: As of December 31, (in thousands) 2022 2021 Accrued expenses and other current liabilities: VAT payable $ 2,809 $ 4,393 Contingent consideration 2,738 5,641 Accrued employee compensation 3,812 6,055 Accrued professional fees 818 1,700 Refund liability 329 1,481 Accrued construction in progress (ERP) 170 1,061 Sales tax payable 578 1,034 Accrued third-party logistics fees — 421 Other 628 3,342 $ 11,882 $ 25,128 Customer Deposits For certain product offerings such as child-resistant packaging, closed-system vaporization solutions and custom-branded retail products, we may receive a deposit from the customer (generally 25 % - 50 % of the total order cost, but the amount can vary by customer contract), when an order is placed by a customer. We typically complete orders related to customer deposits within one to six months from the date of order, depending on the complexity of the customization and the size of the order, but the order completion timeline can vary by product type and terms of sale with each customer. Changes in our customer deposits liability balance during the year ended December 31, 2022 and 2021, respectively, were as follows: (in thousands) Customer Deposits Balance as of December 31, 2020 $ 2,729 Customer deposits assumed as part of the KushCo and DaVinci acquisitions (Note 3 - Business Acquisitions) 3,974 Increases due to deposits received, net of other adjustments 20,066 Revenue recognized ( 18,845 ) Balance as of December 31, 2021 7,924 Increases due to deposits received, net of other adjustments 12,016 Revenue recognized ( 15,957 ) Balance as of December 31, 2022 $ 3,983 Accumulated Other Comprehensive Loss 91 The components of accumulated other comprehensive income (loss) for the periods presented were as follows: (in thousands) Foreign Currency Translation Unrealized Gain or (Loss) on Derivative Instrument Total Balance at December 31, 2020 $ 183 $ ( 154 ) $ 29 Other comprehensive income (loss) 115 376 491 Less: Other comprehensive (income) loss attributable to non-controlling interest ( 16 ) ( 180 ) ( 196 ) Balance at December 31, 2021 282 42 324 Other comprehensive income (loss) ( 211 ) 358 147 Less: Reclassification adjustment for (gain) loss included in net loss (Note 4) — ( 332 ) ( 332 ) Less: Other comprehensive (income) loss attributable to non-controlling interest ( 16 ) ( 68 ) ( 84 ) Balance at December 31, 2022 $ 55 $ — $ 55 Supplier Concentration Our four largest vendors accounted for an aggregate of approximately 57.4 % and 51.8 % of our total purchases for the years ended December 31, 2022 and 2021, respectively. We expect to maintain our relationships with these vendors. Related Party Transactions Nicholas Kovacevich, our Chief Corporate Development Officer owns capital stock of Unrivaled Brands Inc. (“Unrivaled”) and serves on the Unrivaled board of directors. Net sales to Unrivaled totaled approximately $ 0.4 million and $ 0.1 million for the years ended December 31, 2022 and 2021, respectively. Total gross accounts receivable due from Unrivaled were approximately $ 0.4 million as of December 31, 2022 and 2021, respectively. On February 8, 2023, we filed a lawsuit against Unrivaled in Superior Court of California, Orange County, seeking to compel the repayment of Unrivaled's open balance due to us. We can provide no assurances that we will be successful in this lawsuit, or that the amounts due to us, or any portion thereof, will be recovered. Adam Schoenfeld, co-founder and a former director of the Company, has a significant ownership interest in one of our customers, Universal Growing. Net sales to Universal Growing were less than approximately $ 0.1 million for the year ended December 31, 2022, and approximately $ 0.2 million for the year ended December 31, 2021. Total gross accounts receivable due from Universal Growing as of December 31, 2021 and 2022 were de minimis. In December 2021, we entered into a Secured Promissory Note with Aaron LoCascio, our co-founder, former Chief Executive Officer and President, and a current director of the Company, with respect to the $ 8.0 million Bridge Loan. On June 30, 2022, we entered into the First Amendment to the Secured Promissory Note, which provided for the extension of the maturity date of the Secured Promissory Note from June 30, 2022 to July 14, 2022. On July 19, 2022, we fully repaid the Bridge Loan and as a result, all obligations under the Bridge Loan have been satisfied. On July 19, 2022, Warehouse Goods entered into a Membership Interest Purchase Agreement and supporting documents (collectively, the “Sale Agreement”) with Portofino Partners LLC (“Portofino”) to sell the Company’s 50 % stake in VIBES Holdings LLC for total consideration of $ 4.6 million in cash. The transactions contemplated by the Sale Agreement were completed on July 19, 2022, immediately following the signing of the Sale Agreement. Portofino is an entity partially controlled by Adam Schoenfeld. The Sale Agreement was approved by the affirmative vote of a majority of the disinterested members of the Board and the audit committee of the Board in accordance with the Company’s related party transactions policy. Renah Persofsky, a current director of the Company, is a member of the board of directors of Tilray Brands, Inc. ("Tilray"). Net sales to Tilray totaled approximately $ 2.2 million for the year ended December 31, 2022. Because Ms. Persofsky's indirect interest in this transaction related solely to being a director of Tilray, pursuant to Item 404 of SEC Regulation S-K, Ms. Persofsky's indirect interest in this transaction is deemed not material because it arises solely because she is a director of Tilray. 92 NOTE 9. STOCKHOLDERS’ EQUITY Certain balances herein reflect the restatements described in "Note 2 — Summary of Significant Accounting Policies - Restatement of Previously Issued Financial Statements." Shares of our Class A common stock have both voting interests and economic interests (i.e., the right to receive distributions or dividends, whether cash or stock, and proceeds upon dissolution, winding up or liquidation). Our Class A common stock entitles the record holder thereof to one vote on all matters on which stockholders generally are entitled to vote, and except as otherwise required in the A&R Charter, the holders of Common Stock will vote together as a single class on all matters (or, if any holders of our preferred stock are entitled to vote together with the holders of Common Stock, as a single class with such holders of preferred stock). Effective August 9, 2022, we completed a one-for-20 reverse stock split (the “Reverse Stock Split”) of our issued and outstanding shares of Class A common stock and Class B common stock (collectively, the "Common Stock"), as further described in "Note 2 - Summary of Significant Accounting Policies." As a result of the Reverse Stock Split, every 20 shares of Common Stock issued and outstanding were converted into one share of Common Stock. We paid cash in lieu of fractional shares, and accordingly, no fractional shares were issued in connection with the Reverse Stock Split. The Reverse Stock Split did not change the par value of the Common Stock or the authorized number of shares of Common Stock. All share and per share amounts in these unaudited condensed consolidated financial statements and notes thereto have been retroactively adjusted for all periods presented to give effect to the Reverse Stock Split, including reclassifying an amount equal to the reduction in par value of Common Stock to additional paid-in capital. Non-Controlling Interest As discussed in “Note 1—Business Operations and Organization,” we consolidate the financial results of the Operating Company in our consolidated financial statements and report a non-controlling interest related to the Common Units held by non-controlling interest holders. As of December 31, 2022, all Common Units of the Operating Company and Class B common stock had been exchanged for Class A common stock, and we owned 100.0 % of the economic interests in the Operating Company. The non-controlling interest in the accompanying consolidated statements of operations and comprehensive loss represents the portion of the net loss attributable to the economic interest in the Operating Company previously held by the non-controlling holders of Common Units calculated based on the weighted average non-controlling interests’ ownership during the periods presented. At-the-Market Equity Offering In August 2021, we established an "at-the-market" equity offering program (the "ATM Program") that provides for the sale of shares of our Class A common stock having an aggregate offering price of up to $ 50 million, from time to time, through Cowen and Company, LLC ("Cowen"), as the sales agent. Net proceeds from sales of our shares of Class A common stock under the ATM Program are expected to be used for working capital and general corporate purposes. Sales of our Class A common stock under the ATM Program may be made by means of transactions that are deemed to be an "at the market offering" as defined in Rule 415(a)(4) under the Securities Act, including sales made directly on the Nasdaq Global Market or sales made to or through a market maker or through an electronic communications network. We are under no obligation to offer and sell shares of our Class A common stock under the ATM Program. Shares of our Class A common stock will be issued pursuant to our effective shelf registration statement on Form S-3 (File No. 333-257654), and a prospectus supplement relating to the Class A common stock that was filed with the Securities and Exchange Commission on April 18, 2022. Pursuant to Instruction I.B.6, in no event will the Company sell Class A common stock through the ATM Program with a value exceeding more than one-third of the Company’s “public float” (the market value of the Company’s Class A common stock and any other equity securities that it issues in the future that are held by non-affiliates) in any twelve-month period so long as the Company’s public float remains below $75.0 million. On April 18, 2022, we entered into Amendment No. 1 (the “Amendment”) to the sales agreement dated August 2, 2022 with Cowen. The purpose of the Amendment was to add the limitations imposed on the ATM Program by Instruction I.B.6 to the sales agreement. At the time of our entry into the Amendment, approximately $ 37.3 million in shares remained available for issuance under the ATM Program. Following the completion of the June 2022 Offering we are unable to issue additional shares of Class A common stock pursuant to the ATM Program or otherwise use the Shelf Registration Statement for a period of time due to the restrictions under Instruction I.B.6 to Form S-3, which will limit our liquidity options in the capital markets. The table below summarizes sales of our Class A common stock under the ATM program: 93 ($ in thousands) Year Ended December 31, 2022 August 2021 (Inception) through December 31, 2022 Class A shares sold* 852,562 972,624 Gross proceeds $ 9,303 $ 12,684 Net proceeds $ 9,024 $ 12,303 Fees paid to sales agent $ 279 $ 381 *After giving effect to the one-for-20 Reverse Stock Split effective August 9, 2022. Common Stock and Warrant Offerings August 2021 Offering On August 9, 2021, we entered into securities purchase agreements with certain accredited investors, pursuant to which we agreed to issue and sell an aggregate of 210,000 shares of our Class A common stock, pre-funded warrants to purchase up to 296,329 shares of our Class A common stock (the “August 2021 Pre-Funded Warrants”) and warrants to purchase up to 303,797 shares of our Class A common stock (the “August 2021 Standard Warrants” and, together with the August 2021 Pre-Funded Warrants, the “August 2021 Warrants”), in a registered direct offering (the “August 2021 Offering”). The shares of Class A common stock and August 2021 Warrants were sold in Units (the “August 2021 Units”), with each unit consisting of one share of Class A common stock or an August 2021 Pre-Funded Warrant and an August 2021 Standard Warrant to purchase 0.6 of a share of our Class A common stock. The Units were offered pursuant to our existing shelf registration statement on Form S-3. The August 2021 Standard Warrants were immediately exercisable at an exercise price equal to $ 71.00 per share of Class A common stock. The August 2021 Standard Warrants are exercisable for five years from the date of issuance. Each August 2021 Pre-Funded Warrant was exercisable with no expiration date for one Share of Class A common stock at an exercise price of $ 0.20 . The August 2021 Offering generated gross proceeds of approximately $ 31.9 million and net proceeds to the Company of approximately $ 29.9 million. All August 2021 Pre-Funded Warrants were exercised in August and September 2021, based upon which we issued an additional 296,329 shares of our Class A common stock, for net proceeds of approximately $ 0.1 million. June 2022 Offering On June 27, 2022, we entered into a securities purchase agreement with an accredited investor, pursuant to which we agreed to issue and sell an aggregate of 585,000 shares of our Class A common stock, pre-funded warrants to purchase up to 495,000 shares of our Class A common stock (the “June 2022 Pre-Funded Warrants”) and warrants to purchase up to 1,080,000 shares of our Class A common stock (the “June 2022 Standard Warrants” and, together with the June 2022 Pre-Funded Warrants, the “June 2022 Warrants”), in a registered direct offering (the “June 2022 Offering”). The shares of Class A common stock and June 2022 Warrants were sold in Units (the “June 2022 Units”), with each unit consisting of one share of Class A common stock or a June 2022 Pre-Funded Warrant and a June 2022 Standard Warrant to purchase one share of our Class A common stock. The June 2022 Units were offered pursuant to the Shelf Registration Statement. The June 2022 Standard Warrants are exercisable six months from the date of issuance at an exercise price equal to $ 5.00 per share of Class A common stock for a period of five years . Each June 2022 Pre-Funded Warrant was exercisable six months from the date of issuance (as modified by the June 2022 Pre-Funded Warrant Waiver discussed below) with no expiration date for one share of Class A common stock at an exercise price of $ 0.002 . The June 2022 Offering generated gross proceeds of approximately $ 5.4 million and net proceeds to the Company of approximately $ 5.0 million. On July 27, 2022, pursuant to Section 9 of the June 2022 Pre-Funded Warrants, we waived the Initial Exercise Date (as defined in the June 2022 Pre-Funded Warrants and permitted the June 2022 Pre-Funded Warrants to be exercisable immediately to reflect the businss understanding between us and the investors in the June 2022 Offering with respect to the exerciseabilty of the June 2022 Pre-Funded Warrants (the "June 2022 Pre-Funded Warrant Waiver"). All June 2022 Pre-Funded Warrants were exercised in July 2022, based upon which we issued an additional 495,000 shares of our Class A common stock, for de minimis net proceeds. October 2022 Offering On October 27, 2022, we entered into securities purchase agreements with certain investors, pursuant to which we agreed to issue and sell an aggregate of 6,955,555 shares of our Class A common stock, 1,377,780 October 2022 Pre-Funded Warrants and 16,666,670 October 2022 Standard Warrants. The October 2022 Units each consisted of one share of Class A common stock or a October 2022 Pre-Funded Warrant and two October 2022 Standard Warrants to purchase one share of our Class A common stock. The October 2022 Units were offered pursuant to the S-1 Registration Statement. The October 2022 Standard Warrants are exercisable immediately at an exercise price equal to $ 0.90 per share of Class A common stock for a period of seven years . Each October 2022 Pre-Funded Warrant is exercisable immediately with no expiration date for one share of Class 94 A common stock at an exercise price of $ 0.0001 . The October 2022 Offering generated gross proceeds of approximately $ 7.5 million and net proceeds to the Company of approximately $ 6.8 million. All October 2022 Pre-Funded Warrants were exercised in November 2022, based upon which we issued an additional 1,377,780 shares of our Class A common stock, for de minimis net proceeds. February 2023 Offering On February 3, 2023, we filed a Registration Statement on Form S-1 (the "February 2023 S-1") seeking to register the public offering of up to $ 8.0 million in units, which has not yet become effective. We can provide no assurances as to whether the February 2023 S-1 will become effective, or whether we will undertake this public offering following the filing of this Annual Report on Form 10-K. Class C Common Stock Conversion On August 31, 2021, we completed our merger with KushCo. Pursuant to the Merger Agreement, immediately prior to the consummation of the Mergers, holders of Class C common stock, $ 0.0001 par value per share, received one-third of one share of Class B common stock, for each share of Class C common stock held, and Greenlane adopted the A&R Charter which eliminated Class C common stock as a class of Greenlane’s capital stock. Net Loss Per Share Basic net loss per share of Class A common stock is computed by dividing net loss attributable to Greenlane by the weighted-average number of shares of Class A common stock outstanding during the period. Diluted net loss per share of Class A common stock is computed by dividing net loss attributable to Greenlane by the weighted-average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive elements. A reconciliation of the numerator and denominator used in the calculation of basic and diluted net loss per share of our Class A common stock is as follows (in thousands, except per share amounts): For the year ended December 31, (in thousands, except per share data) 2022 2021 (As restated) Numerator: Net loss $ ( 182,226 ) $ ( 53,423 ) Less: Net loss attributable to non-controlling interests ( 12,717 ) ( 22,840 ) Net loss attributable to Class A common stockholders $ ( 169,509 ) $ ( 30,583 ) Denominator: Weighted average shares of Class A common stock outstanding* 7,531 1,930 Net loss per share of Class A common stock - basic and diluted* $ ( 22.51 ) $ ( 15.85 ) *After giving effect to the one-for-20 Reverse Stock Split effective August 9, 2022. The June 2022 Pre-Funded Warrants and the October 2022 Pre-Funded Warrants were included in the weighted-average in the computation of basic net loss per share of Class A common stock for the year ended December 31, 2022 and 2021, respectively, beginning with their issuance date, as their stated exercise price of $ 0.002 was non-substantive and their exercise was virtually assured. For the year ended December 31, 2022 and 2021, respectively, shares of Class B common stock, shares of Class C common stock and stock options and warrants to purchase Class A common stock were excluded from the weighted-average in the computation of diluted net loss per share of Class A common stock because the effect would have been anti-dilutive. Shares of our Class B common stock and Class C common stock do not share in our earnings or losses and are therefore not participating securities. As such, separate calculations of basic and diluted net loss per share for each of our Class B common stock and Class C common stock under the two-class method have not been presented. NOTE 10. COMPENSATION PLANS Amended and Restated 2019 Equity Incentive Plan In April 2019, we adopted the 2019 Equity Incentive Plan (the “2019 Plan”). Excluding the effect of the one-for-20 Reverse Stock Split, we previously registered 5,000,000 shares of Class A common stock that are or may become issuable under the 2019 Plan as stock options and other equity-based awards to employees, directors and executive officers. In August 2021, we 95 adopted, and our shareholders approved, the Amended and Restated 2019 Equity Incentive Plan (the "Amended 2019 Plan"), which amends and restates the 2019 Plan in its entirety. Excluding the effect of the one-for-20 Reverse Stock Split, the Amended 2019 Plan, among other things, increases the number of shares of Class A common stock available for issuance under the 2019 Plan by 2,860,367 . At our 2022 Annual Meeting of Stockholders on August 4, 2022, stockholders approved the Second Amended and Restated 2019 Equity Incentive Plan (the "Second Amended 2019 Plan") which, among other things, increased the number of shares of Class A common stock authorized for issuance under the Amended 2019 Plan by 785,000 shares. The Second Amended 2019 Plan provides eligible participants with compensation opportunities in the form of cash and equity incentive awards. The Second Amended 2019 Plan is designed to enhance our ability to attract, retain and motivate our employees, directors, and executive officers, and incentivizes them to increase our long-term growth and equity value in alignment with the interests of our stockholders. On August 31, 2021, we completed our merger with KushCo pursuant to the Merger Agreement dated as of March, 31, 2021. See "Note 3 - Business Acquisitions" for additional details. At the effective time of the Mergers, options to purchase shares of Class A common stock (the “Greenlane options”) and shares of Greenlane restricted stock were treated as follows: • Each unvested Greenlane option, other than Greenlane options held by non-employee directors of Greenlane, accelerated and became vested in full; • Each Greenlane option held by non-employee directors of Greenlane, whether vested or unvested, remained outstanding (and unvested, as applicable) in accordance with the terms of Greenlane’s equity plan covering each such option; • Each unvested share of Greenlane restricted stock and each unvested common unit of the Operating Company, other than Greenlane restricted stock or Greenlane restricted common units held by non-employee directors of Greenlane, accelerated and became vested in full in accordance with the terms of Greenlane’s equity plan covering each such award; and • Each unvested share of Greenlane restricted stock or Greenlane restricted common units of Greenlane held by non-employee directors of Greenlane, whether vested or unvested, remained outstanding (and unvested, as applicable) in accordance with the terms of Greenlane’s equity plan covering each such award. The Greenlane equity awards vesting acceleration was accounted for as a modification under ASC Topic 718, Compensation - Stock Compensation . KushCo Equity Plan As described in "Note 3 - Business Acquisitions," in connection with the completion of our merger with KushCo, we assumed the sponsorship of the KushCo Equity Plan. We do not intend to make future grants under the KushCo Equity Plan. Equity-Based Compensation Expense Equity-based compensation expense is included within "salaries, benefits and payroll taxes" in our consolidated statement of operations and comprehensive loss. We recognized equity-based compensation expense as follows: For the year ended December 31, (in thousands) 2022 2021 Stock options - Class A common stock $ 1,098 $ 4,204 Restricted shares - Class A common stock 517 1,009 Restricted stock units (RSUs) - Class A common stock 11 53 Common units of the Operating Company — 449 Total equity-based compensation expense $ 1,626 $ 5,715 During the year ended December 31, 2022, we granted an aggregate of 129,106 options to our directors and certain employees. The stock options were granted with exercise prices ranging from $ 2.52 per share to $ 20.00 per share, and vesting periods ranging from three months to four years . During the year ended December 31, 2021, we granted an aggregate of 83,817 options to our directors and certain employees. The stock options were granted with exercise prices ranging from $ 20.00 per share to $ 124.00 per share, and vesting periods ranging from six months to four years . Total remaining unrecognized compensation expense as of December 31, 2022 was as follows: 96 Remaining Unrecognized Compensation Expense December 31, 2022 Weighted Average Period over which Remaining Unrecognized Compensation Expense is Expected to be Recognized (in thousands) (in years) Stock options - Class A common stock $ 206 1.6 Restricted shares - Class A common stock 201 1.4 Total remaining unrecognized compensation expense $ 407 The fair value of the stock option awards granted during the years ended December 31, 2022 and 2021 was determined on the grant date using the Black-Scholes valuation model based on the following ranges of weighted-average assumptions: For the year ended December 31, 2022 2021 Expected volatility (1) 100 % - 100 % 100 % - 107 % Expected dividend yield (2) — — Expected term (3) 5.88 - 6.05 years 5.25 - 6.25 years Risk-free interest rate (4) 1.62 % - 3.31 % 0.78 % - 1.37 % (1) Expected volatility is based on the historical volatility of a selected peer group over a period equivalent to the expected term. (2) We assumed a dividend yield of zero as management has no plans to declare dividends in the foreseeable future. (3) Expected term represents the estimated period of time until an award is exercised and was determined using the simplified method. (4) The risk-free rate is an interpolation of yields on U.S. Treasury securities with maturities equivalent to the expected term. A summary of stock option activity for the years ended December 31, 2022 and 2021 is as follows: Stock Options Number of Options Weighted-Average Exercise Price Outstanding as of December 31, 2020 68,699 $ 109.40 Granted 239,466 62.80 Exercised ( 5,053 ) 48.00 Forfeited ( 37,165 ) 86.00 Outstanding as of December 31, 2021 265,947 71.80 Granted 129,106 9.34 Exercised — — Forfeited ( 167,201 ) 17.59 Outstanding as of December 31, 2022 227,852 $ 58.88 The weighted-average grant date fair value of options granted for the years ended December 31, 2022 and 2021 was $ 9.34 and $ 62.80 , respectively. The total fair value of stock options vested during the years ended December 31, 2022 and 2021 was approximately $ 2.1 million and $ 1.5 million, respectively. Common Units of the Operating Company Granted as Equity-Based Compensation In connection with the closing of the IPO in April 2019, we consummated certain organizational transactions with the Operating Company, as described in further detail in "Note 1—Business Operations and Organization," among which, the Operating Company reclassified unvested Class B membership interests and profits interests which had been granted as equity-based compensation into Common Units of the Operating Company. 97 The following table provides a summary of the unvested Common Units outstanding and related transactions: Common Units Subject to Vesting Unvested Common Units as of December 31, 2020 203,904 Granted — Vested ( 198,758 ) Forfeited ( 5,146 ) Unvested Common Units as of December 31, 2021 — 401(k) Plan Our 401(k) Plan is a deferred salary arrangement under Section 401(k) of the Internal Revenue Code. Under the 401(k) Plan, participating U.S. employees may defer a portion of their pre-tax earnings, up to the U.S. Internal Revenue Service annual contribution limit ($20,500 for calendar year 2022). Participants are eligible to receive a matching contribution from us of 100 % of the first 3 % and 50 % of the next 2 % of contributions. Matching contributions, other than safe-harbor contributions, vest 33 % per year and are 100% vested after three years of service. Safe-harbor matching contributions are 100 % vested as of the date of the contribution. NOTE 11. INCOME TAXES As a result of the IPO and the related transactions completed in April 2019, we owned a portion of the Common Units of the Operating Company, which is treated as a partnership for U.S. federal and most applicable state and local income tax purposes. As a partnership, the Operating Company is generally not subject to U.S. federal and certain state and local income taxes. Any taxable income or loss generated by the Operating Company is passed through to and included in the taxable income or loss of its members, including Greenlane, on a pro-rata basis, in accordance with the terms of the Operating Agreement. The Operating Company is also subject to taxes in foreign jurisdictions. We are a corporation subject to U.S. federal income taxes, in additional to state and local income taxes, based on our share of the Operating Company’s pass-through taxable income. Effective on December 31, 2022, the Operating Company became wholly owned by us. As a result, the Operating Company’s tax status was converted from a partnership to a disregarded entity. Starting in 2023, 100% of the Operating Company’s US income and expenses will be included in our US and state tax returns. The Company's United States and foreign operations components of income (loss) from continuing operations before income taxes are as follows: For the year ended December 31, (in thousands) 2022 2021 United States $ ( 172,997 ) $ ( 51,109 ) Foreign $ ( 9,242 ) $ ( 2,304 ) Total $ ( 182,239 ) $ ( 53,413 ) Income Tax Expense The income tax (benefit) expense for the years ended December 31, 2022 and 2021 consisted of the following: 98 For the year ended December 31, 2022 For the year ended December 31, 2021 (in thousands) Federal Foreign State Total Federal Foreign State Total Current tax (benefit) expense Current year $ — $ ( 13 ) $ — $ ( 13 ) $ — $ ( 10 ) $ 20 $ 10 Total current year — ( 13 ) — ( 13 ) — ( 10 ) 20 10 Deferred tax (benefit) expense Current year ( 31,475 ) ( 2,311 ) ( 10,368 ) ( 44,154 ) ( 6,624 ) ( 636 ) ( 2,211 ) ( 9,471 ) Change in valuation allowance 36,867 2,311 13,523 52,701 30,255 636 12,095 42,986 Change in tax rate 72 — ( 344 ) ( 272 ) 101 — ( 479 ) ( 378 ) Tax conversion of Operating Company 2,990 — 1,022 4,012 — — — — Up-C consolidation ( 10,097 ) — ( 3,440 ) ( 13,537 ) ( 5,733 ) — ( 1,901 ) ( 7,634 ) KushCo merger 1,643 — ( 393 ) 1,250 ( 17,999 ) — ( 7,504 ) ( 25,503 ) Total deferred tax (benefit) expense — — — — — — — — Income tax (benefit) expense $ — $ ( 13 ) $ — $ ( 13 ) $ — $ ( 10 ) $ 20 $ 10 A reconciliation of the income tax (benefit) expense computed at the U.S. federal statutory income tax rate to the income tax expense recognized is as follows: For the year ended December 31, (in thousands) 2022 2021 Expected federal income tax (benefit) expense at statutory rate $ ( 38,270 ) $ ( 11,216 ) State tax expense, net of federal benefit ( 8,688 ) ( 2,125 ) Loss attributable to non-controlling interests 2,121 3,475 Change in valuation allowance 52,701 42,986 Tax conversion of Operating Company 4,012 — Up-C consolidation ( 13,537 ) ( 7,634 ) KushCo merger 1,250 ( 25,503 ) Other, net 398 27 Income tax (benefit) expense $ ( 13 ) $ 10 Deferred Tax Assets and Liabilities The components of deferred tax assets and liabilities were as follows: 99 As of December 31, (in thousands) 2022 2021 Deferred tax assets: As Restated Goodwill and other intangible assets $ 36,841 $ 16,285 Fixed assets 1,590 — Inventory 5,858 — Allowance for doubtful accounts 833 — Operating lease liability 862 — Equity-based compensation 2,576 — Business interest carryforward 5,342 — Net operating loss carryforwards 57,136 44,424 Other 576 4,351 Total deferred tax assets 111,614 65,060 Valuation allowance ( 110,799 ) ( 58,098 ) Net deferred tax assets 815 6,962 Deferred tax liability: Fixed assets — — Right of use assets ( 815 ) — Basis difference in investment in the Operating Company — ( 6,962 ) Total deferred tax liabilities ( 815 ) ( 6,962 ) Net deferred tax assets and liabilities $ — $ — We had approximately $ 196.1 million of Federal net operating loss carryforwards, of which approximately $ 9.8 million expire in 2038, and the remainder are not subject to expiration. Their utilization is limited to 80% of our future taxable income. We also had approximately $ 197.9 million of State net operating loss carryforwards that begin expiring in 2038 and $ 15.5 million of Dutch and Canadian net operating loss carryforwards that begin expiring in 2026. Their utilization is limited to our future taxable income. We have not completed our evaluation of NOL utilization limitations under Internal Revenue Code, as amended (the “Code”) Section 382, change in ownership rules. Due to the fact that there is a full valuation allowance and losses being generated in the current year, any limitation based on the Code would not have a material impact on the net deferred tax asset balance. In addition, the deduction for business interest is limited to 30 percent of taxable income (the “Section 163(j) limitation”). The interest that is not deductible due this limitation is carried forward to subsequent years and subject to the next years Section 163(j) limitation. At December 31, 2022 we had $ 20.3 million of business interest carryforwards, which includes $ 17.6 million from the KushCo merger. The utilization of the business interest carryforward from the KushCo merger may be further limited by the application of the Section 382 rules. During the years ended December 31, 2022 and 2021, respectively, management performed an assessment of the realizability of our deferred tax assets based upon which management determined that it is not more likely than not that the results of operations will generate sufficient taxable income to realize portions of the net operating loss benefits. Consequently, we established a full valuation allowance against our deferred tax assets and reflected a carrying balance of $ 0 as of December 31, 2022 and 2021, respectively. In the event that management determines that we would be able to realize our deferred tax assets in the future in excess of their net recorded amount, an adjustment to the valuation allowance will be made, which would reduce the provision for income taxes. We do not record U.S. income taxes on the undistributed earnings of our foreign subsidiaries, except for the Canadian subsidiary, based upon our intention to permanently reinvest undistributed earnings into working capital and further expansion of existing operations outside the United States. In the event we are required to repatriate funds from outside of the United States, such repatriation would be subject to local laws, customs, and tax consequences. Uncertain Tax Positions For the year ended December 31, 2022, we did not have any unrecognized tax benefits as a result of tax positions taken during a prior period or during the current period. No interest or penalties have been recorded as a result of tax uncertainties. The Company is subject to audit examination for federal and state purposes for the years 2018 – 2021. 100 Tax Receivable Agreement (TRA) We entered into the TRA with the Operating Company and each of the members that provides for the payment by the Operating Company to the members of 85 % of the amount of tax benefits, if any, that we may actually realize (or in some circumstances are deemed to realize) as a result of (i) increases in tax basis resulting from any future redemptions of Common Units as described in “Note 1—Business Operations and Organization” and (ii) certain other tax benefits attributable to payments made under the TRA. The annual tax benefits are computed by calculating the income taxes due, including such tax benefits, and the income taxes due without such benefits. The Operating Company expects to benefit from the remaining 15 % of any tax benefits that it may actually realize. The TRA payments are not conditioned upon any continued ownership interest in the Operating Company. The rights of each noncontrolling interest holder under the TRA are assignable to transferees of its interest in the Operating Company. The timing and amount of aggregate payments due under the TRA may vary based on a number of factors, including the amount and timing of the taxable income the Operating Company generates each year and the applicable tax rate. As noted above, we evaluated the realizability of the deferred tax assets resulting from the IPO and the related transactions completed in April 2019 and established a full valuation allowance against those benefits. As a result, we determined that the amount or timing of payments to noncontrolling interest holders under the TRA are no longer probable or reasonably estimable. Based on this assessment, our TRA liability was $ 0 as of December 31, 2022 and 2021. If utilization of the deferred tax assets subject to the TRA becomes more likely than not in the future, we will record a liability related to the TRA, which would be recognized as expense within our consolidated statements of operations and comprehensive (loss) income. During the years ended December 31, 2022 and 2021, we did not make any payments, inclusive of interest, to members of the Operating Company pursuant to the TRA. NOTE 12. SEGMENT REPORTING We define our segments as those operations whose results are regularly reviewed by our CODM to analyze performance and allocate resources. Therefore, segment information is prepared on the same basis that management reviews financial information for operational decision-making purposes. Our CODM is a committee comprised of our CEO and our CFO. We determined we had two operating segments as of December 31, 2022, which are the same as our reportable segments: (1) Consumer Goods, and (2) Industrial Goods. These operating segments align with how we manage our business as of the fourth quarter of 2022. The accounting policies of the reportable segments are the same as those described in "Note 2 - Summary of Significant Accounting Policies." The Consumer Goods segment focuses on serving consumers across wholesale, retail and e-commerce operations—through both our proprietary Greenlane Brands, including Eyce, DaVinci, Groove, Marley Natural, Keith Haring, and Higher Standards, as well as lifestyle products and accessories from leading brands, like Storz and Bickel, PAX, and many more. The Consumer Goods segment forms a central part of our growth strategy, especially as it relates to scaling our own portfolio of higher-margin Greenlane Brands. The Industrial Goods segment focuses on serving the premier brands, operators, and retailers through our wholesale operations by providing ancillary products essential to their growth, such as customizable packaging and supply products, which includes our vaporization solutions offering including CCELL branded products. Our CODM allocates resources to and assesses the performance of our two operating segments based on the operating segments' net sales and gross profit. The following table sets forth information by reportable segment for the years ended December 31, 2022 and 2021. There were no material intersegment sales during the years ended December 31, 2022 and 2021. For the year ended December 31, 2022 For the year ended December 31, 2021 (in thousands) Consumer Goods Industrial Goods Total Consumer Goods Industrial Goods Total Net sales $ 48,134 $ 88,951 $ 137,085 $ 110,105 $ 55,955 $ 166,060 Cost of sales 38,531 73,571 112,102 87,561 44,646 132,207 Gross profit $ 9,603 $ 15,380 $ 24,983 $ 22,544 $ 11,309 $ 33,853 The following table sets forth specific asset categories which are reviewed by our CODM in the evaluation of operating segments: 101 As of December 31, 2022 As of December 31, 2021 (in thousands) Consumer Goods Industrial Goods Total Consumer Goods Industrial Goods Total Accounts receivable, net $ 967 $ 5,501 $ 6,468 $ 3,746 $ 10,944 $ 14,690 Inventories, net $ 19,259 $ 21,384 $ 40,643 $ 32,142 $ 34,840 $ 66,982 Vendor deposits $ 3,269 $ 3,027 $ 6,296 $ 9,675 $ 8,800 $ 18,475 The following table sets forth our net sales by major product category: For the year ended December 31, (in thousands) 2022 2021 Industrial Vape Products 53,664 25,312 Other Industrial Products 35,287 30,643 Consumer Products - Greenlane Brands 15,063 26,067 Consumer Products - 3rd Party Brands 33,071 84,038 Total net sales $ 137,085 $ 166,060 The following table sets forth net sales disaggregated by geography: For the year ended December 31, (in thousands) 2022 2021 United States $ 126,333 $ 146,006 Canada 5,810 9,717 Europe 4,942 10,337 Total net sales $ 137,085 $ 166,060 The following table sets forth our long-lived assets by geographic area, which consist of property and equipment, net, and operating lease right-of-use assets: As of December 31, (in thousands) 2022 2021 United States $ 7,077 $ 29,186 Canada 48 122 Europe 279 671 Total long-lived assets $ 7,404 $ 29,979 See "Note 8—Supplemental Financial Statement Information" for goodwill by reportable segment. NOTE 13. SUBSEQUENT EVENTS Asset-Based Loan Amendment On February 9, 2023, we entered into Amendment No. 2 to the Loan Agreement, in which we agreed to, among other things, voluntarily prepay approximately $ 6.6 million (inclusive of early termination fees and expenses) under the terms provided for under the Loan Agreement and the lenders under the Loan Agreement agreed to release 5.7 million in funds held in a blocked account pursuant to the terms of the Loan Agreement. Amendment No.2 to the Loan Agreement also provides that we will make additional prepayments upon the occurrence of certain specified asset sales by the Company. ERC Sale As of December 31, 2022, we had recorded an ERC receivable of $ 4.9 million within "Other current assets" on our consolidated balance sheets, and a corresponding amount was included in "Other income (expense), net" in our consolidated statement of operations and comprehensive loss for the year ended December 31, 2022. On February 16, 2023, two of Greenlane Holdings, Inc.’s subsidiaries, Warehouse Goods LLC and Kim International LLC (collectively, the “Company”), entered into an agreement with a third-party institutional investor pursuant to which the investor purchased, for approximately $ 4.9 million in 102 cash, an economic participation interest, at a discount, in all of the Company’s rights to payment from the United States Internal Revenue Service with respect to the employee retention credits filed by the Company under the Employee Retention Credit (“ERC”) program. NOTE 14. SELECTED QUARTERLY FINANCIAL INFORMATION (UNAUDITED) The following tables present the net impact of the restatement described in "Note 2 — Summary of Significant Accounting Policies - Restatement of Previously Issued Financial Statements" on our previously reported unaudited condensed financial statements for the quarterly period ended September 30, 2022. The previously reported amounts presented in the tables below have been derived from our Quarterly Report on Form 10-Q filed on November 14, 2022. See "Note 2 — Summary of Significant Accounting Policies - Restatement of Previously Issued Financial Statements" for a description of the errors shown below. The net impact of the restatement on our quarterly financial data for Q3 2022 is summarized as follows: GREENLANE HOLDINGS, INC. CONDENSED CONSOLIDATED BALANCE SHEET As of September 30, 2022 (in thousands, except par value per share amounts) As previously reported Corrections (a) As restated ASSETS Property and equipment, net $ 11,838 $ ( 7,336 ) $ 4,502 Intangible assets, net $ 55,294 $ ( 50,694 ) $ 4,600 Total assets $ 165,328 $ ( 58,030 ) $ 107,298 STOCKHOLDERS’ EQUITY Accumulated deficit $ ( 158,109 ) $ ( 55,394 ) $ ( 213,503 ) Total stockholders’ equity attributable to Greenlane Holdings, Inc. $ 101,326 $ ( 55,394 ) $ 45,932 Non-controlling interest $ 218 $ ( 2,636 ) $ ( 2,418 ) Total stockholders’ equity $ 101,544 $ ( 58,030 ) $ 43,514 Total liabilities and stockholders’ equity $ 165,328 $ ( 58,030 ) $ 107,298 103 GREENLANE HOLDINGS, INC. CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS For the three months ended September 30, 2022 For the nine months ended September 30, 2022 (in thousands, except share and per share amounts) As previously reported Corrections (a) As restated As previously reported Corrections (a) As restated Operating expenses: Goodwill and indefinite-lived intangibles impairment charge 66,760 — 66,760 66,760 — 66,760 Definite-lived intangibles impairment charge — 50,694 50,694 — 50,694 50,694 Property and equipment impairment charge — 7,336 7,336 — 7,336 7,336 Total operating expenses 84,431 58,030 142,461 130,383 58,030 188,413 Loss from operations ( 79,462 ) ( 58,030 ) ( 137,492 ) ( 111,347 ) ( 58,030 ) ( 169,377 ) Loss before income taxes ( 79,215 ) ( 58,030 ) ( 137,245 ) ( 112,383 ) ( 58,030 ) ( 170,413 ) Net loss ( 79,215 ) ( 58,030 ) ( 137,245 ) ( 112,445 ) ( 58,030 ) ( 170,475 ) Net loss attributable to non-controlling interest ( 4,106 ) ( 2,636 ) ( 6,742 ) ( 9,880 ) ( 2,636 ) ( 12,516 ) Net loss attributable to Greenlane Holdings, Inc. ( 75,109 ) ( 55,394 ) ( 130,503 ) ( 102,565 ) ( 55,394 ) ( 157,959 ) Net loss attributable to Class A common stock per share - basic & diluted* $ ( 11.43 ) $ ( 8.42 ) $ ( 19.85 ) $ ( 18.01 ) $ ( 9.73 ) $ ( 27.74 ) Weighted-average shares of Class A common stock outstanding - basic & diluted* 6,574 — 6,574 5,694 — 5,694 Comprehensive loss ( 79,453 ) ( 58,030 ) ( 137,483 ) ( 112,299 ) ( 58,030 ) ( 170,329 ) Comprehensive loss attributable to non-controlling interest ( 4,106 ) ( 2,636 ) ( 6,742 ) ( 9,794 ) ( 2,636 ) ( 12,430 ) Comprehensive loss attributable to Greenlane Holdings, Inc. ( 75,347 ) ( 55,394 ) ( 130,741 ) ( 102,505 ) ( 55,394 ) ( 157,899 ) *After giving effect to the one-for-20 Reverse Stock Split effective August 9, 2022. 104 GREENLANE HOLDINGS, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (in thousands) Class A Common Stock Class B Common Stock Additional Paid-In Capital* Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Non- Controlling Interest Total Stockholders’ Equity (in thousands) Shares * Amount * Shares * Amount* As previously reported Net loss — $ — — $ — $ — $ ( 75,109 ) $ — $ ( 4,106 ) $ ( 79,215 ) Balance September 30, 2022 7,470 $ 68 148 $ — $ 259,314 $ ( 158,109 ) $ 53 $ 218 $ 101,544 Balance Restatement impacts (a) Net loss — $ — — $ — $ — $ ( 55,394 ) $ — $ ( 2,636 ) $ ( 58,030 ) Balance September 30, 2022 — $ — — — — $ ( 55,394 ) $ — $ ( 2,636 ) $ ( 58,030 ) Balance As restated Net loss (As restated) — $ — — $ — $ — $ ( 130,503 ) $ — $ ( 6,742 ) $ ( 137,245 ) Balance September 30, 2022 7,470 $ 68 148 $ — $ 259,314 $ ( 213,503 ) $ 53 $ ( 2,418 ) $ 43,514 *After giving effect to the one-for-20 Reverse Stock Split effective August 9, 2022. GREENLANE HOLDINGS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS For the nine months ended September 30, 2022 (in thousands) As previously reported Corrections (a) As restated Cash flows from operating activities: Net loss (including amounts attributable to non-controlling interest) (As restated) $ ( 112,445 ) $ ( 58,030 ) $ ( 170,475 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization $ 6,876 $ — $ 6,876 Goodwill and indefinite-lived intangibles impairment charge $ 66,760 $ — $ 66,760 Definite-lived intangibles impairment charge (As restated) $ — $ 50,694 $ 50,694 Property and equipment impairment charge (As restated) $ — $ 7,336 $ 7,336 Net cash used in operating activities $ ( 22,488 ) $ — $ ( 22,488 ) Cash flows from investing activities: Net cash provided by (used in) investing activities $ 12,500 $ — $ 12,500 Cash flows from financing activities: Net cash provided by financing activities $ 7,535 $ — $ 7,535 Net (decrease) in cash and restricted cash $ ( 2,663 ) $ — $ ( 2,663 ) Cash and restricted cash, as of beginning of the period $ 12,857 $ — $ 12,857 Cash and restricted cash, as of end of the period $ 10,194 $ — $ 10,194 (a) To reflect the impairment charge to definite-lived intangibles and property and equipment, which occurred as of September 30, 2022, along with the allocation of the resulting additional net loss to non-controlling interest. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.