What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2024-01-08 compared with 2023-05-16 · 267 added, 119 removed, 158 unchanged (71% of the section changed)

1 unchanged sentence

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and related notes of Greenlane Holdings, Inc.

and its consolidated subsidiaries (“Greenlane” and, collectively with the Operating Company and its consolidated subsidiaries, the “Company”, "we", "us" and "our") for the quarterly period ended March 31, 2023 included in Part I, Item 1 of this Quarterly Report on Form 10-Q, and the audited consolidated financial statements and related notes of Greenlane Holdings, Inc.

for the year ended December 31, 2022, which are included in our Annual Report on Form 10-K.

1 to Quarterly Report on Form 10-Q/A, and the audited consolidated financial statements and related notes of Greenlane Holdings, Inc.

for the year ended December 31, 2022, which are included in Amendment No.

1 to our Annual Report on Form 10-K/A.

Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q ("Form 10-Q") contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties.

Many of the forward-looking statements are located in Part I, Item 2 of this Form 10-Q under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations." Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact.

This Amendment No.

1 to Quarterly Report on Form 10-Q/A ("Form 10-Q") contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties.

events based on certain assumptions and include any statement that does not directly relate to any historical or current fact.

In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could” and similar expressions.

10 unchanged sentences

Forward-looking statements are based on information available at the time those statements are made or management’s good faith belief as of that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements.

Factors that might cause such a difference include those discussed in our filings with the SEC, under the heading "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the "2022 Annual Report") and in other documents that we file from time to time with the Securities and Exchange Commission (the "SEC").

Factors that might cause such a difference include those discussed in our filings with the SEC, under the heading "Risk Factors" in Amendment No.

1 to our Annual Report on Form 10-K/A for the fiscal year ended December 31, 2022 (the "2022 Annual Report") and in other documents that we file from time to time with the Securities and Exchange Commission (the "SEC").

Forward-looking statements involve estimates, assumptions, known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from any future results, performances, or achievements expressed or implied by the forward-looking statements.

These risks include, but are not limited to, those listed below and those discussed in greater detail in Part I, Item 1A of the 2022 Annual Report under the heading “Risk Factors."

• the potential delisting of our Class A common stock from the Nasdaq;

• our expectations about our ability to fully execute actions and steps that would be probable of mitigating the existence of substantial doubt regarding our ability to continue as a going concern;

• our strategy, outlook and growth prospects;

• general economic trends, trends in the industry, and the competitive markets in which we operate;

• our ability to generate adequate cash from our existing business to support our growth;

• our ability to raise capital on favorable terms, or at all, to support the continued growth of the business, including high inflation and increasing interest rates;

• our dependence on, and our ability to establish and maintain business relationships with third-party suppliers and service suppliers, including vulnerability to third-party transportation risks;

• general economic trends and trends in the industry and markets in which we operate;

• our dependence on, and our ability to establish and maintain business relationships with, third-party suppliers and service suppliers;

• our ability to access capital;

• the competitive environment in which we operate;

• our vulnerability to third-party transportation risks;

• the impact of governmental laws and regulations and the outcomes of regulatory or agency proceedings;

• our ability to accurately estimate demand for our products and maintain appropriate levels of inventory;

• our ability to maintain or improve our operating margins and meet sales expectations;

• our ability to adapt to changes in consumer spending and general economic conditions;

• our ability to adapt to changes in consumer spending and general economic conditions, including the current inflationary environment;

• our ability to use or license certain trademarks;

• our ability to maintain consumer brand recognition and loyalty of our products;

• our ability to protect our intellectual property rights and use or license certain trademarks;

• our ability to successfully identify and complete strategic acquisitions and/or dispositions;

• our ability to address product defects and contamination of, or damage to, our products;

• our exposure to potential various claims, lawsuits, and administrative proceedings;

• our and our customers’ ability to establish or maintain banking relationships;

• the impact of governmental laws and regulations and the outcomes of regulatory or agency proceedings;

• fluctuations in U.S.

federal, state, local, and foreign tax obligations and changes in tariffs;

• any unfavorable scientific studies on the long-term health risks of vaporizers, electronic cigarettes, or cannabis and hemp-derived products, including cannabidiol (“CBD”);

federal, state, local and foreign tax obligation and changes in tariffs;

• our ability to address product defects;

• our exposure to potential various claims, lawsuits and administrative proceedings;

• contamination of, or damage to, our products;

• any unfavorable scientific studies on the long-term health risks of vaporizers, electronic cigarettes, or cannabis or hemp-derived products, including CBD;

• failure of our information technology systems to support our current and growing business;

• our ability to prevent and recover from Internet security breaches;

• our ability to generate adequate cash from our existing business to support our growth;

• our ability to raise capital on favorable terms, or at all, to support the continued growth of the business;

• our ability to protect our intellectual property rights;

• our dependence on continued market acceptance of our products by consumers;

• our sensitivity to global economic conditions and international trade issues;

• the onset of an economic recession in the United States or other countries, including the impact of the ongoing war in Ukraine, and their impact on the economy generally;

• our ability to comply with certain environmental, health and safety regulations;

• our ability to successfully identify and complete strategic acquisitions;

• natural disasters, adverse weather conditions, operating hazards, environmental incidents and labor disputes;

• public heath crises;

• the potential delisting of our Class A common stock from the Nasdaq;

• increased costs as a result of being a public company;

21 unchanged sentences

In addition to our Consumer Goods segment, we have our Industrial Goods segment, which focuses on serving Cannabis Operators by providing ancillary products essential to their daily operations and growth, such as packaging and vaporization solutions, including our Greenlane Brand Pollen Gear.

Refer to "Note 12— Segment Reporting" within Item 1 to this Quarterly Report on Form 10-Q for additional information on our reportable segments.

to "Note 12— Segment Reporting" within Item 1 to this Quarterly Report on Form 10-Q for additional information on our reportable segments.

Plan to Accelerate Path to Profitability and Capitalize the Business

2 unchanged sentences

We have been working hard to right-size our business, focus on core areas, and reduce our overall cost structure while improving our margins in an effort to be profitable in 2023.

In April 2023, we successfully entered into two strategic partnerships which management believes will help significantly reduce our overall cost structure, enhance our margins and further support our faciliti es consolidation initiatives while also servicing and providing solutions to our customers.

In April 2023, we successfully entered into two strategic partnerships which management believes will help significantly reduce our overall cost structure, enhance our margins and further support our facilities consolidation initiatives while also servicing and providing solutions to our customers.

First, we entered into a strategic partnership (the “MJ Packaging Partnership”) with A&A Global Imports d/b/a MarijuanaPackaging.com (“MJ Pack”), a leading provider of packaging solutions to the cannabis industry.

2 unchanged sentences

Second, we entered into a strategic partnership with an affiliate of one our existing vape suppliers (“Vape Partner”) to service certain key customers with vaporizer goods and services (the “Vape Partnership”).

As part of the Vape Partnership, we will introduce our Vape Partner to to certain key customers, assist with the promotion and the sale of certain vaporizer goods and services, and help coordinate the logistics, storage and distribution of such vaporizer products.

As part of the Vape Partnership, we will introduce our Vape Partner to certain key customers, assist with the promotion and the sale of certain vaporizer goods and services, and help coordinate the logistics, storage and distribution of such vaporizer products.

If our Vape Partner and key customer(s) enter into a direct relationship, the customers would directly purchase vaporizer goods and services, which we currently sell them, directly from our Vape Partner and we would no longer need to purchase such vape inventory on behalf of such key customer(s).

3 unchanged sentences

We have made progress consolidating and streamlining our office, warehouse, and distribution operations footprint.

We reduced our salaries, benefits and payroll taxes expenses by approximately 46.6%, for the three months ended March 31, 2023, compared to the same period for 2022 to reduce costs.

Finally, we are actively selling our excess & obsolete (“E&O”) inventory of lower-margin, non-strategic products, along with reducing our overall level of inventory on hand.

In May 2022, we commenced our official E&O sales program internally and have since sold more than $5.8 million of previously reserved E&O inventory.

Our management anticipates that the proceeds from these E&O sales, combined with a general sell-down of other non-core third-party brand inventory, will generate more than $10.0 million in liquidity.

We reduced our salaries, benefits and payroll taxes expenses by approximately 44.3%, for the six months ended June 30, 2023, compared to the same period for 2022 to reduce costs.

We are actively selling our excess & obsolete (“E&O”) inventory of lower-margin, non-strategic products, along with reducing our overall level of inventory on hand.

In May 2022, we commenced our official E&O sales program internally and have been aggressively liquidating E&O inventory into cash.

Management believes that our various strategic initiatives will reduce costs, help accelerate the our path to profitability, help support the growth of the business, and allow us to reinvest capital into our highest margin product lines, such as our Greenlane Brands, launch new products such as our Groove product line, and improve our e-commerce and B2B technological platforms.

Notwithstanding the liquidity plans discussed above, we were required to obtain additional capital through the sale of Class A common stock and warrants in a public offering that closed in October 2022 and filed a Registration Statement on Form S-1 with the Securities and Exchange Commission in February 2023 seeking to register the offering of up to $8 million in units, which has not yet become effective.

The October 2022 Offering was completed and the February 2023 Form S-1 was filed, in order to meet short term funding needs, and we are still seeking to execute our strategic and other liquidity initiatives.

Notwithstanding the liquidity plans discussed above, we were required to obtain additional capital through the sale of Class A common stock and warrants in a public offering that closed in July 2023 and future receivables financings entered into in July and August 2023 (the "Future Receivables Financings").

The July 2023 Offering was completed and the Future Receivables Financings were entered into in order to meet short term funding needs, and we are still seeking to execute our strategic and other liquidity initiatives.

USPS PACT Act Exemption

4 unchanged sentences

We expect the ability to fulfill ENDS orders with the USPS to allow us to reduce shipping costs, decrease fulfillment times and enhance the overall customer experience for approved wholesale customers.

2022 Reverse Stock Split

On August 4, 2022, we filed a Certificate of Amendment (the “Certificate of Amendment”) to our amended and restated certificate of incorporation with the Secretary of State of the State of Delaware, which effected a one-for-20 reverse stock split (the “2022 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.

Reverse Stock Splits

On August 4, 2022, we filed a Certificate of Amendment to the A&R Charter with the Secretary of State of the State of Delaware (the "SSSD"), which effected a one-for-20 reverse stock split (the “2022 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 2022 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 2022 Reverse Stock Split.

The 2022 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 Second Amended and Restated 2019 Equity Incentive Plan have also been appropriately adjusted.

On June 2, 2023, we filed a Certificate of Amendment to the A&R Charter with the SSSD, which effected a one-for-10 reverse stock split (the “2023 Reverse Stock Split” and together with the 2022 Reverse Stock Split, the "Reverse Stock Splits") of our issued and outstanding shares of Common Stock at 5:01 PM Eastern Time on June 5, 2023.

As a result of the 2023 Reverse Stock Split, every 10 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 2023 Reverse Stock Split.

The Reverse Stock Splits did not change the par value of the Common Stock or the authorized number of shares of Common Stock.

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 this Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 have been retroactively adjusted for all periods presented to give effect to the 2022 Reverse Stock Split.

Proposed 2023 Reverse Stock Split

On April 11 , 2023, the Board unanimously approved and declared advisable, and recommended that our stockholders (including holders of Series A Preferred Stock) approve at the 2023 Annual Meeting the adoption of the 2023 Amendment to effect a reverse stock split of our Common Stock at any whole number between, and inclusive of, one-for-five to one-for-fifteen.

Approval of the Proposed 2023 Reverse Stock Split the 2023 Annual Meeting will grant the Board the authority, but not the obligation, to file the 2023 Amendment to effect the Proposed 2023 Reverse Stock Split no later than November 20, 2023, with the exact ratio and timing of the Proposed 2023 Reverse Stock Split to be determined at the discretion of the Board.

The exact split ratio selected by the Board will be publicly announced prior to the effectiveness of the Proposed 2023 Reserve Stock Split.

For additional information about the 2023 Annual Meeting and the Proposed 2023 Reverse Stock Split, please see the Company's Definitive Proxy Statement filed with the SEC on April 27, 2023.

Nasdaq Deficiency Letter

On August 3, 2023, we received a letter from the Nasdaq Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it no longer is in compliance with Nasdaq Listing Rule 5450(b)(1)(C) because the market value of the publicly held shares of Class A common stock has fallen below the $5.0 million minimum required for continued listing on the Nasdaq Global Market for a period of at least 30 consecutive business days.

Nasdaq calculates publicly held shares by subtracting from the total shares of Class A common stock outstanding any shares held by officers, directors or any person who beneficially owns more than 10% of the total shares of Class A common stock outstanding.

In accordance with Nasdaq Listing Rule 5810(c)(3)(D), we have a grace period of 180 calendar days, until January 30, 2024, to regain compliance with Nasdaq Listing Rule 5450(b)(1)(C).

Compliance can be achieved by meeting the $5.0 million minimum requirement for market value of publicly held shares for a minimum of 10 consecutive business days during the 180-day compliance period.

If we do not regain compliance with Nasdaq Listing Rule 5450(b)(1)(C) by the end of the 180-day grace period, Nasdaq will notify us that the Class A common stock is subject to delisting.

In the event that we receive a notice of delisting, Nasdaq rules permit us to appeal the delisting determination to a Nasdaq Hearings Panel.

Alternatively, we may apply to transfer the listing of the Class A common stock to The Nasdaq Capital Market (the “Capital Market”) if it satisfies the continued listing criteria for the Capital Market.

We currently are considering all available options to resolve the deficiency and regain compliance with Nasdaq’s minimum requirements for the market value of publicly held shares of Class A common stock.

Results of Operations

The following table presents operating results for the three months ended March 31, 2023 and 2022:

Three Months Ended March 31,

% of Net sales Change

The following table presents operating results for the three and six months ended June 30, 2023 and 2022:

Three Months Ended

June 30, Six Months Ended

% of Net sales Change % of Net sales Change

2023 2022 2023 2022 $ % 2023 2022 2023 2022 $ %

(As restated) (As restated)

Net sales 19,625 39,916 100.0 % 100.0 % $ (20,291) (50.8) % 43,584 86,450 100.0 % 100.0 % $ (42,866) (49.6) %

14 unchanged sentences

Net loss (9,024) (14,481) (46.0) % (36.4) % 5,457 (37.7) % (17,771) (33,230) (40.8) % (38.5) % 15,459 (46.5) %

Net loss attributable to non-controlling interest (54) (3,417) (0.2) % (7.3) % 3,363 (98.4) %

Net income (loss) attributable to non-controlling interest 8 (2,357) — % (5.9) % 2,365 (100.3) % (46) (5,774) (0.2) % (6.7) % 5,728 (99.2) %

Net loss attributable to Greenlane Holdings, Inc.

2 unchanged sentences

Consolidated Results of Operations

For the three months ended March 31, 2023, net sales were approximately $24.0 million, compared to approximately $46.5 million for the same period in 2022, representing a decrease of $22.6 million, or 48.5%.

For the three months ended June 30, 2023, net sales were approximately $19.6 million, compared to approximately $39.9 million for the same period in 2022, representing a decrease of $20.3 million, or 50.8%.

Industrial segment decreased 43.3% and Consumer segment decreased $9.9 million or 62.1%.

The Consumer segment decrease was attributable principally to our shift in strategy to focus on in-house brands that carry a higher margin profile while decreasing third-party brand offerings, which generated top line revenue with lower margins and in some cases higher working capital needs.

Consumer segment sales were also affected by the sale of the Company's minority interest in the Vibes brand during 2022.

The Industrial segment decrease was largely associated with the introduction of two strategic partnerships which resulted in a decrease in top line revenue for packaging and vape products but allow us to reduce our overall working capital needs and cost-structure and enhance our margins.

The Company continues to invest in technology and product development to increase the adoption of its consumer brands.

For the six months ended June 30, 2023, net sales were approximately $43.6 million, compared to approximately $86.5 million for the same period in 2022, representing an decrease of $42.9 million or 49.6%.

Industrial segment decreased 44.3% and Consumer segment decreased 58.1%.

The year-over-year decrease in net sales was due to a major restructuring effort and shift in strategy to focus on in-house brands that carry a higher margin profile while rationalizing out third-party brand offerings, which generated top line revenue with lower margins.

The Company is focused on profitable revenue and as a result top line revenue has significantly been reduced.

Net sales were also affected by the sale of the Company's minority interest in the Vibes brand during 2022 and the Company's announcement of its intention to sell its packaging business, which adversely affected sales.

Concurrently, the Company has focused on right-sizing the business during the fiscal year ended December 31, 2022 to reduce sales and marketing costs and reduce or eliminate certain administrative functions.

The Consumer segment decrease was attributable principally to our shift in strategy

to focus on in-house brands that carry a higher margin profile while decreasing third-party brand offerings, which generated top line revenue with lower margins and in some cases higher working capital needs.

Consumer segment sales were also affected by the sale of the Company's minority interest in the Vibes brand during 2022.

The Company continues to invest in technology and product development to increase the adoption of its consumer brands.

Cost of Sales and Gross Margin

For the three months ended March 31, 2023, cost of sales decreased by $22.1 million, or 54.5%, as compared to the same period in 2022.

The decrease in the cost of sales is driven by the 48.5% decrease in revenue in addition to a $5.8 million decrease in damaged and obsolete inventory write-offs.

Gross margin increased to 23.0% for the three months ended March 31, 2023, compared to gross margin of 13% for the same period in 2022.

Excluding inventory write-offs of damaged and obsolete inventory for the three months ended March 31, 2022 of $5.8 million compared to $0 for three months ended March 31, 2023 gross margins decreased 2.3% to 23.0% for the three months ended March 31, 2023, compared to 25.3% for the same period in 2022.

For the three months ended June 30, 2023, cost of sales decreased by $16.8 million, or 52.7%, as compared to the same period in 2022.

The decrease is a result of the decline in sales of 50.8% for the three months ended June 30, 2023 compared to the same period in 2022.

Gross margin increased to 23.3% for the three months ended June 30, 2023, compared to gross margin of 20.3% for the same period in 2022.

The increase in margin is related to $2.4 million of inventory write offs recording during the three months ended June 30, 2022 versus $0.0 million of inventory write-offs during the three months ended June 30, 2023.

For the six months ended June 30, 2023 cost of sales decreased by $38.9 million, or 53.7%, as compared to the same period in 2022.

The decrease is a result of the decline in sales of 49.6% for the six months ended June 30, 2023 compared to the same period in 2022.

Gross margin increased to 23.2% for the six months ended June 30, 2023, compared to gross margin of 16.3% for the same period in 2022.

The increase in margin is related to $7.6 million of write offs during the six months ended June 30, 2022 versus $0.6 million of inventory write-offs during the six months ended June 30, 2023.

Salaries, Benefits and Payroll Taxes

Salaries, benefits and payroll taxes expenses decreased by approximately $4.7 million, or 46.6%, to $5.4 million for the three months ended March 31, 2023, compared to $10.1 million for the same period in 2022.

The decrease is related to the reduction in workforce since the beginning of 2022 to right-size the business and focus on profitability.

Salaries, benefits and payroll taxes expenses decreased by approximately $3.7 million, or 41.6%, to $5.2 million for the three months ended June 30, 2023, compared to $8.8 million for the same period in 2022, The decrease is related to a reduction in workforce to right-size the business to align cost with revenue and focus on profitability.

As we continue to closely monitor the evolving business landscape, we remain focused on identifying cost-saving opportunities while delivering on our strategy to recruit, train, promote and retain the most talented and success-driven personnel in the industry.

Salaries, benefits and payroll taxes expenses decreased by approximately $8.4 million or44.3% , to $10.5 million for the six months ended June 30, 2023, compared to $18.9 million for the same period in 2022, The decrease is related to a reduction in workforce to right-size the business to align cost with revenue and focus on profitability.

General and Administrative Expenses

General and administrative expenses decreased by approximately $4.0 million, or 34.5%, for the three months ended March 31, 2023, compared to the same period in 2022.

The decrease is related to major restructuring effort by the Company to reduce cost and right-size the business.

Compared with the first quarter of 2022, the Company experienced decreases in professional and outside services by $2.2 million, facility expenses by $1.4 million, outbound freight by $0.7 million, other G&A by $0.6 million, marketing by $0.3 million, taxes and licenses by $0.3 million, and general insurance by $0.2 million;

offset partially by an increase in software expense $0.2 million and bad debt expense of $1.5 million related to a reversal of $1.8 million VAT liability reserve due to an indemnification receivable recorded during the three months ended March 31, 2022.

Excluding the reversal of the $1.8 million reserve allowance, general and administrative expenses decreased $5.7 million or 50% for the three months ended March 31, 2023 compared to the prior year comparable period.

Depreciation and Amortization Expense

Depreciation and amortization expense decreased $0.4 million, or 17.1%, for the three months ended March 31, 2023, compared to the same period in 2022.

General and administrative expenses decreased by approximately $3.6 million or 34.2% to$7.0 million , for the three months ended June 30, 2023, compared to $10.6 million for the same period in 2022.

The decrease is related to a major restructuring effort by the Company to reduce cost and right-size the business.

The Company experienced the following decreases compared to 2nd quarter 2022, outbound freight by $0.9 million, facility expenses by $0.8 million, general insurance by $0.5 million, allowance for doubtful accounts by $0.6 million, merchant fees by $0.2 million, dues & subscriptions by $0.2 million and other general and administrative by $0.3 million.

General and administrative expenses decreased by approximately $7.5 million or 33.7%, to $14.8 million for the six months ended June 30, 2023, compared to $22.3 million for the same period in 2022.

The Company experienced the following expense decreases compared to prior year, facility by $2.2 million, professional & outside services by $2.3 million, outbound freight by $1.6 million, general insurance by $0.7 million, marketing by $0.3 million, dues & subscriptions by $0.3 million, taxes & licenses by $0.3 million, merchant fees by $0.3 million, other general and administrative by $0.6 million offset by an increase in R&D expense of $0.2 million and bad debt expense of $0.9 million related to a reversal of $1.8 million VAT liability reserve due to an indemnification receivable recorded during the three months ended March 31, 2022.

Depreciation and amortization expense decreased $1.9 million, or 79.7% to $0.5 million, for the three months ended June 30, 2023, compared to $2.3 million for the same period in 2022.

The decrease is related to a major restructuring effort to reduce cost and right-size the business resulting in the sale and disposal of assets related to reducing our warehousing and office footprint.

Other Income (Expense), Net

Depreciation and amortization expense decreased $3.8 million, or 79.6% to $1.0 million , for the six months ended June 30, 2023, compared to $4.8 million for the same period in 2022.

The decrease is related to a major restructuring effort to

reduce cost and right-size the business resulting in the sale and disposal of assets related to reducing our warehousing and office footprint.

Interest expense.

Interest expense increased approximately $0.4 million for the three months ended March 31, 2023 compared to the same period in 2022.

Interest expense increased approximately $0.7 million or 245.1% to $0.9 million, during the three months ended June 30, 2023 compared to $0.3 million for the same period in 2022.

The increase is primarily related to the new Asset-Based Loan the Company closed during Q3 2022.

Interest expense increased approximately $1.1 million or 157.9% to $1.7 million, during the six months ended June 30, 2023 compared to $0.7 million for the same period in 2022.

The increase is primarily related to the new Asset-Based Loan the Company closed during Q3 2022.

Other expense, net.

Other income (expense), net, improved by approximately $0.1 million for the three months ended March 31, 2023, compared to the same period in 2022.

The change is primarily due a loss related to the change in fair value of equity investment of $0.3 million recorded during the three months ended March 31, 2022.

Other expense, net, decreased by approximately $0.5 million or 84.7% to $0.1 million for the three months ended June 30, 2023, compared to $0.6 million other expense, net, for the same period in 2022.

The change is primarily due a loss related to the change in fair value of equity investment of $0.6 million recorded during the three months ended June 30, 2022.

Other expense, net, decreased by approximately $0.7 million or 121.9% to $0.1 million other income, net, for the six months ended June 30, 2023, compared to $0.6 million other expense, net, for the same period in 2022.

The change is primarily due a loss related to the change in fair value of equity investment of $0.9 million recorded during the six months ended June 30, 2022.

Provision for (Benefit from) Income Taxes

As a result of the IPO and the related transactions completed in April 2019 (described further in "Note 1—Business Operations and Organizations" of the Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q), we owned a portion of the Common Units of the Operating Company, which was treated as a partnership for U.S.

federal and most applicable state and local income tax purposes.

As a partnership, the Operating Company was generally not subject to U.S.

federal and certain state and local income taxes, however, certain states in which the Operating Company does business impose state composite and/or withholding income taxes.

Any taxable income or loss generated by the Operating Company was 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 was also subject to taxes in foreign jurisdictions.

We are a corporation subject to U.S.

federal income taxes, in addition 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.

For the three and six months ended June 30, 2023 and 2022, respectively, the effective tax rate differed from the U.S.

federal statutory tax rate of 21% primarily due to the Operating Company's pass-through structure for U.S.

income tax purposes (through December 31, 2022), the relative mix in earnings and losses in the U.S.

versus foreign tax jurisdictions, and the valuation allowance against the deferred tax asset.

Segment Operating Performance

Following the completion of the KushCo merger in late August 2021, we reassessed our operating segments based on our new organizational structure.

Based on this assessment, we determined we had two operating segments as of December 31, 2021, which are the same as our reportable segments:

Based on this assessment, we determined we had the following two operating segments beginning with the fourth quarter of 2021, which are the same as our reportable segments:

(1) Consumer Goods, which largely comprises Greenlane's legacy operations across the United States, Canada, and Europe, and (2) Industrial Goods, which largely comprises KushCo's legacy operations.

These changes in operating segments align with how we manage our business as of the first quarter of 2023.

The Consumer Goods segment focuses on serving consumers across wholesale, retail and e-commerce operations—through both our proprietary brands, including Eyce, DaVinci, Marley Natural, Keith Haring, and Higher Standards, as well as lifestyle products and accessories from leading brands, like Storz and Bickel, Grenco Science, and many more.

These changes in operating segments align with how we manage our business beginning with the fourth quarter of 2021.

The Consumer Goods segment focuses on serving consumers across wholesale, retail and e-commerce operations—through both our proprietary brands, including Eyce, DaVinci, VIBES, Marley Natural, Keith Haring, and Higher Standards, as well as lifestyle products and accessories from leading brands, like PAX, Storz and Bickel, Grenco Science, 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 proprietary owned brands.

The Industrial Goods segment focuses on serving the premier cannabis 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 Greenlane Brand Pollen Gear and vaporization solutions offering, which includes 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 three months ended March 31, 2023 and 2022:

Three Months Ended March 31,

% of Total Net sales Change

The Industrial Goods segment focuses on serving the premier MSOs and retailers through our wholesale operations by providing ancillary products essential to their growth, such as customizable packaging and supply products and vaporization solutions offering which includes CCELL branded products.

Our chief operating decision maker ("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 three and six months ended June 30, 2023 and 2022, respectively:

Three Months Ended

June 30, Six Months Ended

% of Total Net sales Change % of Total Net sales Change

2023 2022 2023 2022 $ % 2023 2022 2023 2022 $ %

2 unchanged sentences

Total net sales $ 19,625 $ 39,916 $ 43,584 $ 86,450

% of Segment Net sales Change

% of Segment Net sales Change % of Segment Net sales Change

Cost of sales:

8 unchanged sentences

Consumer Goods

For the three months ended March 31, 2023, our Consumer Goods operating segment reported net sales of approximately $7.8 million compared to approximately $17.1 million for the same period in 2022, representing a decrease of $9.3 million or 54.4%.

The year-over-year decrease was due to a major restructuring effort by the company to right-size the business during fiscal year 2022 to reduce sales and marketing costs to align with gross profit, sale of the Company's minority interest in Vibes brand and a major shift in strategy to focus on in-house brands that have a higher margin profile and rationalized third-party brand offering generating top line revenue with lower margins.

For the three months ended March 31, 2023, the cost of sales decreased by $8.8 million, or 61.4%, as compared to the same period in 2022.

The decrease in the cost of sales was primarily due to the 54.4% decrease in the net sales of Consumer Goods.

The gross margin decreased to 29.3% for the three months ended March 31, 2023, compared to a gross margin of approximately 16.5% for the same period in 2022.

Excluding damaged and obsolete charges of $1.9 million for the three months ended March 31, 2022, the gross margin was approximately 27.4% for the three months ended March 31, 2022, compared to a gross margin of approximately 29.3%, for the three months ended March 31, 2023.

For the three months ended June 30, 2023, our Consumer Goods operating segment reported net sales of approximate ly $6.0 million compared to approximately $15.9 million for the same period in 2022, representing a decrease of $9.9 million or 62.1%.

The year-over-year decrease in net sales was due to a major restructuring effort and a shift in strategy to focus on in-house brands that carry a higher margin profile while rationalizing out third-party brand offerings, which generated top line revenue with lower margins.

Net sales were also affected by the sale of the Company's minority interest in the Vibes brand during 2022.

The Company is focused on profitable revenue and as a result top line revenue has significantly been reduced.

For the six months ended June 30, 2023 our Consumer Goods operating segment reported net sales of approximately $13.8 million compared to approximately $33.1 million for the same period in 2022, representing a decrease of $19.2 million or 58.1%.

The y ear-over-year decrease in net sales was due to a major restructuring effort and a shift in strategy to focus on in-house brands that carry a higher margin profile while rationalizing out third-party brand offerings, which generated top line revenue with lower margins.

Net sales were also affected by the sale of the Company's minority interest in the Vibes brand during 2022.

The Company is focused on profitable revenue and as a result top line revenue has significantly been reduced.

For the three months ended June 30, 2023, cost of sales decreased by $8.6 million, or 67.1%, as compared to the same period in 2022.

The decrease in cost of sales was primarily due to the $9.9 million aforementioned sales decrease of 62.1%.

For the six months ended June 30, 2023, cost of sales decreased by $17.4 million or 64.1% , as compared to the same period in 2022.

The decrease in cost of sales was primarily due to a $19.2 million or 58.1% decrease in sales.

Gross margin increased to 29.9% for the three months ended June 30, 2023, compared to gross margin of approximately 19.3% for the same period in 2022.

The increase is related to $1.8 million inventory write off recorded during the three months ended June 30, 2022 versus $0.1 million for the three months ended June 30, 2022..

Gross margin increased to 29.6% for the six months ended June 30, 2023, compared to gross margin of approximately 17.8% for the same period in 2022.

The increase is related to $3.2 million inventory write off recorded during the three months ended June 30, 2022 versus $0.6 million for the three months ended June 30, 2022..

Industrial Goods

For the three months ended March 31, 2023, our Industrial Goods operating segment reported net sales of approximately $16.1 million compared to approximately $29.4 million for the same period in 2022, representing a decrease of $13.2 million or 45.1%.

The year-over-year decrease was due to a major restructuring effort by the company to rightsize the business during fiscal year 2022 to reduce the sales and marketing costs to align with the gross profit and the announcement to sell the Company's packaging business interrupting sales.

For the three months ended March 31, 2023, the cost of sales increased by $13.3 million, or 50.8%, as compared to the same period in 2022.

The decrease in the cost of sales was primarily due to the 45.1% decrease in the net sales of the Industrial Goods.

The gross margin was approximately 20.0% for the three months ended March 31, 2023, compared to a gross margin of approximately 10.7% for the same period in 2022.

Excluding damaged and obsolete charges of $5.8 million for the three months ended March 31, 2022, the gross margin was approximately 25.3% for the three months ended March 31, 2022, compared to a gross margin of approximately 20% for the three months ended March 31, 2023.

For the three months ended June 30, 2023, our Industrial Goods operating segment reported net sales of approximately $13.6 million compared to approximately $24.0 million for the same period in 2022, representing a decrease of $10.4 million or 43.3%.

The y ear-over-year decrease in net sales was due to a major restructuring effort and a shift in strategy to focus on in-house brands that carry a higher margin profile while rationalizing out third-party brand offerings, which generated top line revenue with lower margins.

The company transition out of the Industry packaging business, which impacted sales and required significant working capital and produced low margins.

The company entered into a strategic partnership with an affiliate of one our existing vape suppliers (“Vape Partner”) to service certain key customers with vaporizer goods and services (the “Vape Partnership”).

In exchange we would earn quarterly and annual commission payments from our strategic partners.

While the strategic partnerships will result in a decrease in top line revenue for these packaging and vape products these partnerships combined with some of our other restructuring initiatives, should allow us to reduce our overall cost-structure and enhance our margins, and convert millions of dollars of existing inventory back into cash, thereby improving our balance sheet.

The Company is focused on profitable revenue and as a result top line revenue has significantly been reduced.

For the six months ended June 30, 2023, our Industrial Goods operating segment reported net sales of approximately $29.7 million compared to approximately $53.4 million for the same period in 2022, representing an decrease of $23.6 million or 44.3%.

T he year-over-year decrease in net sales was due to a major restructuring effort and a shift in strategy to focus on in-house brands that carry a higher margin profile while rationalizing out third-party brand offerings, which generated top line revenue with lower margins.

The company transition out of the Industry packaging business, which impacted sales and required significant working capital and produced low margins.

In exchange we would earn quarterly and annual commission payments from our strategic partners.

The Company is focused on profitable revenue and as a result top line revenue has significantly been reduced.

For the three months ended June 30, 2023, cost of sales decreased by $8.1 million, or 42.9%, as compared to the same period in 2022, due to the 43.3% decrease in sales.

For the six months ended June 30, 2023 cost of sales decreased by 21.5 million or 47.5%, as compared to the same period in 2022, due to the 44.3% decrease in sales year-over-year.

Gross margin was approximately 20.4% for the three months ended June 30, 2023, compared to gross margin of approximately 21.0% for the same period in 2022.

Gross margin was approximately 20.2% for the six months ended June 30, 2023, compared to gross margin of approximately 15.3% for the same period in 2022, representing a 4.9% year-over-year increase.

The increase is related to inventory write offs of $4.4 million recorded during the six months ended June 30, 2022, compared to $0.0 million recorded during the six months ended June 30, 2023.

Net Sales by Geographic Regions

Three Months Ended March 31,

% of Net sales Change

Three Months Ended

June 30, Six Months Ended

% of Net sales Change % of Net sales Change

2023 2022 2023 2022 $ % 2023 2022 2023 2022 $ %

4 unchanged sentences

United States

For the three months ended March 31, 2023, our net sales in the United States was approximately $22.4 million, compared to approximately $43.0 million for the same period in 2022, representing a decrease of $20.6 million, or 47.9%.

The year-over-year decrease in net sales was due to a major restructuring effort and shift in strategy to focus on in-house brands that carry a higher margin profile while rationalizing out third-party brand offerings which generated top line revenue with lower margins.

For the three months ended June 30, 2023, our United States net sales were approximately $18.6 million, compared to approximately $37.6 million for the same period in 2022, representing an decrease of $19.0 million, or 50.6%.

Net sales were also affected by the sale of the Company's minority interest in the Vibes brand during 2022.

The company transition out of the Industry packaging business, which impacted sales and required significant working capital and produced low margins.

In exchange we would earn quarterly and annual commission payments from our strategic partners.

The Company is focused on profitable revenue and as a result top line revenue has significantly been reduced.

Concurrently, the Company has focused on right-sizing the business during the fiscal year ended December 31, 2022 to reduce sales and marketing costs and to reduce or eliminate certain administrative functions.

For the three months ended March 31, 2023, our Canadian net sales were approximately $0.3 million, compared to approximately $1.9 million for the same period in 2022, representing a decrease of $1.5 million, or 83.5%.

For the six months ended June 30, 2023, out United States net sales were approximately $41.0 million, compared to approximately $80.6 million for the same period in 2022, representing an decrease of $39.6 million, or 49.2%.

Net sales were also affected by the sale of the Company's minority interest in the Vibes brand during 2022.

The company transition out of the Industry packaging business, which impacted sales and required significant working capital and produced low margins.

In exchange we would earn quarterly and annual commission payments from our strategic partners.

The Company is focused on profitable revenue and as a result top line revenue has significantly been reduced.

For the three months ended June 30, 2023, our Canadian net sales were approximately $0.1 million, compared to approximately $0.9 million for the same period in 2022, representing a decrease of $0.8 million, or 86.4% .

The decrease is related to a reduction in sales and marketing spend.

The company is currently evaluating distribution and sales channels into Canada.

For the three months ended March 31, 2023, our European net sales were approximately $1.3 million, compared to approximately $1.7 million for the same period in 2022, representing a decrease of $0.4 million or 25.3%.

For the six months ended June 30, 2023, our Canadian net sales were approximately $0.4 million, compared to approximately $2.7 million for the same period in 2022, representing a decrease of $2.3 million, or 84.4%.

The decrease is

related to a reduction in sales and marketing spend.

The company is currently evaluating distribution and sales channels into Canada.

For the three months ended June 30, 2023, our European net sales were approximately $0.9 million, compared to approximately $1.4 million for the same period in 2022, representing a decrease of $0.5 million or 34.4%.

The decrease in net sales was due primarily to major restructuring efforts to improve the profitability of our European operations.

For the six months ended June 30, 2023, our European net sales were approximately $2.2 million, compared to approximately $3.1 million for the same period in 2022, representing a decrease of $0.9 million, or 29.5%.

The decrease in net sales was due primarily to major restructuring efforts to improve the profitability of our European operations.

Liquidity and Capital Resources

We believe that our cash on hand, combined with cash from operations and our ability to access the capital markets, 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 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 our ATM Program (as defined below).

As of March 31, 2023, we had approximately $5.9 million of cash, of which $0.4 million was held in foreign bank accounts, and approximately $25.7 million of working capital, which is calculated as total current assets minus total current liabilities, as compared to approximately $6.5 million of cash, of which $0.8 million was held in foreign bank accounts, and approximately $41.0 million of working capital as of December 31, 2022.

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, October 2022 and July 2023 Offerings, and our ATM program, each as described and defined further in Note 2 of our unaudited condensed consolidated financial statements included in Item 1, Part 1 of this Form 10-Q.

As of June 30, 2023, we had approximately $4.7 million of cash, of which $0.3 million was held in foreign bank accounts, and approximately $20.6 million of working capital, which is calculated as total current assets minus total current liabilities, as compared to approximately $6.5 million of cash, of which $0.8 million was held in foreign bank accounts, and approximately $41.0 million of working capital as of December 31, 2022.

The repatriation of cash balances from our foreign subsidiaries could have adverse tax impacts or be subject to capital controls;

however, these balances are generally available to fund the ordinary business operations of our foreign subsidiaries without legal or other restrictions.

We have an effective shelf registration statement on Form S-3 (the "Shelf Registration Statement");

however, 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 set forth in the paragraph 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.

ATM Program and Shelf Registration Statement

While we have an effective shelf registration statement on Form S-3 (the "Shelf Registration Statement") to conduct securities offerings from time to time, for so long as our public float is less than $75 million, our ability to utilize the Shelf Registration Statement to raise capital is limited, as further described below.

The Shelf Registration Statement registers the offer and sale of 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 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.

4 unchanged sentences

We have sold $2.2 million in securities pursuant to Instruction I.B.6 in the 12 calendar months preceding the date of filing of this Quarterly Report on Form 10-Q.

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 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 Quarterly Report on Form 10-Q.

On February 16, 2023, two of our wholly owned subsidiaries, Warehouse Goods LLC and Kim International LLC, 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 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.

Due to the untimely filing of our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023 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 12 months, which will limit our liquidity options in the capital markets.

Common Stock and Warrant Offerings

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 58,500 shares of our Class A common stock, pre-funded warrants to purchase up to 49,500 shares of our Class A common stock (the “June 2022 Pre-Funded Warrants”) and warrants to purchase up to 108,000 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 October 27, 2022, we entered into securities purchase agreements with certain investors, pursuant to which we agreed to issue and sell an aggregate of 695,555 shares of our Class A common stock, pre-funded warrants to purchase up to 137,778 shares of our Class A Common Stock (the "October 2022 Pre-Funded Warrants") and warrants to purchase up to

1,666,667 shares of our Class A common stock (the "October 2022 Standard Warrants").

The October 2022 units were offered pursuant to a Registration Statement on Form S-1 (the "October 2022 Offering").

The October 2022 Offering generated gross proceeds of approximately $7.5 million and net proceeds to the Company of approximately $6.8 million.

On June 29, 2023, we entered into securities purchase agreements with certain investors, pursuant to which we agreed to issue and sell an aggregate of 560,476 shares of our Class A common stock, pre-funded warrants to purchase up to 3,487,143 shares of our Class A Common Stock (the "July 2023 Pre-Funded Warrants") and warrants to purchase up to 8,095,238 shares of our Class A common stock (the "July 2023 Standard Warrants").

The July 2023 units were offered pursuant to a Registration Statement on Form S-1 (the "July 2023 Offering").

The July 2023 Offering generated gross proceeds of approximately $4.3 million and net proceeds to the Company of approximately $3.8 million and closed on July 3, 2023.

Asset-Based Loan

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 August 7, 2023, we repaid the approximately $4.3 million in aggregate principal amount (the “Loan Repayment”) which remained outstanding under the terms of the Loan Agreement.

As a result of the Loan Repayment, the Company has been released from its obligations under the Loan Agreement, in accordance with the terms of the Loan Agreement.

See "Note 13 - Subsequent Events" for more information.

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 our rights to payment from the United States Internal Revenue Service for certain periods with respect to the employee retention credits filed by us under the Employee Retention Credit program.

Future Receivables Financings

On July 31, 2023 and August 3, 2023, the Company received an aggregate of approximately $3.0 million in cash pursuant to the terms of future receivables financings (collectively, the “Future Receivables Financings”) entered into with two private lenders.

The Company will make weekly payments under the Future Receivables Financings and is scheduled to repay the amounts due under the Future Receivables Financings in full in approximately six to eight months.

See "Note 13 - Subsequent Events" for more information.

Management Initiatives

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.

In April 2023, we successfully entered into two strategic partnerships which management believes will help significantly reduce our overall cost structure, enhance our margins and further support our facilities consolidation initiatives while also servicing and providing solutions to our customers.

As part of the MJ Packaging Partnership, we will no longer purchase additional packaging inventory and MJ Pack will become our strategic partner to continue providing and enhancing packaging solutions for our customers.

As a result of the MJ Packaging Partnership, we are no longer seeking a purchaser for our packaging division.

Second, we entered into a strategic partnership with an affiliate of one of our existing vape suppliers (“Vape Partner”) to service certain key customers with vaporizer goods and services (the “Vape Partnership”).

In exchange we would earn quarterly and annual commission payments from our strategic partners.

While the strategic partnerships may result in a decrease in top line revenue for these packaging and vape products, these partnerships combined with some of our other restructuring initiatives should allow us to reduce our overall cost-structure and enhance our margins and convert millions of dollars of existing inventory back into cash, thereby improving our balance sheet.

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.

The Company has incurred net losses of $17.8 million and $182.2 million for the six months ended June 30, 2023 and the year ended December 31, 2022, respectively.

For the six months ended June 30, 2023, cash provided by operating activities was $4.7 million, which included $4.85 million of cash from the ERC sale discussed above, and cash used in operating activities for the year ended December 31, 2023 was $26.4 million.

The recent macroeconomic environment has caused weaker demand than contemplated under the Company's business plan, resulting in a reduction in projected revenue and cash flows for the twelve-month period included in the going concern evaluation.

As a result of our losses and our projected cash needs, combined with our current liquidity level, substantial doubt exists about the Company’s ability to continue as a going concern.

The Company’s ability to continue as a going concern is contingent upon successful execution of management’s intended plan over the next twelve months to improve the Company’s liquidity and profitability, which includes, without limitation:

▪ Further reducing operating costs expense by taking additional restructuring actions to align cost with revenue to achieve profitability.

▪ Increasing revenue by introducing new products and acquiring new customers.

▪ Execute on strategic partnerships accretive to margins and operating cash

▪ Seeking additional capital through the issuance of debt or equity securities.

Our opinions concerning liquidity are based on currently available information.

2 unchanged sentences

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.

As of March 31, 2023, we did not have any off-balance sheet arrangements that are reasonably likely to have a material current or future effect on our financial condition, results of operations, liquidity, capital expenditures, or capital resources.

As a result of our losses and our projected cash needs, combined with our current liquidity level, substantial doubt exists about the Company’s ability to continue as a going concern over the next twelve months from the date of this Form 10-Q.

▪ Further reducing operating costs expense by taking additional restructuring actions to align cost with revenue to achieve profitability.

▪ Increasing revenue by introducing new products and acquiring new customers.

▪ Execute on strategic partnerships accretive to margins and operating cash

▪ Seeking additional capital through the issuance of debt or equity securities.

The consolidated financial statements do not include any adjustments that may result from the outcome of this going concern uncertainty.

As of June 30, 2023, we did not have any off-balance sheet arrangements that are reasonably likely to have a material current or future effect on our financial condition, results of operations, liquidity, capital expenditures, or capital resources.

The following summary of cash flows for the periods indicated has been derived from our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q:

Three Months Ended March 31,

Six Months Ended June 30,

(in thousands) 2023 2022

Net cash provided by (used in) operating activities $ 4,656 $ (13,730)

Net cash used in investing activities (176) (709)

Net cash provided by (used in) financing activities (8,189) 5,674

Net cash provided by (used in) investing activities (253) (1,197)

Net cash provided (used in) by financing activities (12,133) 11,115

Net Cash Provided by (Used in) Operating Activities

During the three months ended March 31, 2023, net cash provided by operating activities of approximately $1.9 million consisted of (i) net loss of $10.2 million, offset by non-cash adjustments to net loss of approximately $2.4 million, including depreciation and amortization expense of approximately $2.0 million and stock based compensation expense of $0.2 million, and (ii) a $9.7 million decrease in working capital primarily driven by decreases in inventories, vendor deposits and other current assets of approximately $9.0 million, including cash collections of approximately $4.9 million related to ERC sales, and increases in accounts payable and accrued expenses of approximately $2.9 million, offset partially by a $1.4 million increase in accounts receivable and a $0.8 million decrease in customer deposits.

During the three months ended March 31, 2022, net cash used in operating activities of approximately $12.0 million consisted of (i) net loss of $18.7 million, offset by non-cash adjustments to net loss of approximately $1.8 million, including depreciation and amortization expense of approximately $2.4 million, stock-based compensation expense of approximately $0.9 million, and an offsetting reversal on the allowance of an indemnification receivable of approximately $1.8 million, and (ii) a $4.9 million decrease in working capital primarily driven by increases in accounts payable, accrued expenses and decreases in

vendor deposits aggregating to approximately $16.6 million, offset by increases in accounts receivable, inventories, other current assets, and decreases in customer deposits aggregating to approximately $11.7 million.

Net Cash Used in Investing Activities

During the three months ended March 31, 2023, net cash used in investing activities of approximately $0.2 million consisted primarily of capital expenditures.

During the three months ended March 31, 2022, net cash used in investing activities of approximately $0.7 million largely consisted of capital expenditures, including development costs for our new ERP system.

During the six months ended June 30, 2023, net cash provided by operating activities of approximately $4.7 million consisted of (i) net loss of $17.8 million, offset by non-cash adjustments to net loss of approximately $1.8 million, including

depreciation and amortization of expense of approximately $1.0 million, equity-based compensation expense of approximately $0.3 million, change in the fair value of contingent consideration of approximately $0.1 million, and other expenses of approximately $0.5 million, and (ii) a $20.6 million decrease in working capital primarily driven by decreases in accounts receivable, inventories, vendor deposits and other current assets of approximately $19.7 million, increases in accounts payable of approximately $1.9 million, offset by decreases in customer deposits of approximately $1.0 million.

During the six months ended June 30, 2022, net cash used in operating activities of approximately $13.7 million consisted of (i) net loss of $33.2 million, offset by non-cash adjustments to net loss of approximately $6.8 million, including depreciation and amortization expense of approximately $4.8 million, equity-based compensation expense of approximately $1.6 million, and an offsetting reversal on the allowance of an indemnification receivable of approximately $1.8 million, and (ii) a $12.7 million decrease in working capital primarily driven by increases in accounts payable, accrued expenses and customer deposits of approximately $2.1 million, offset by increases in accounts receivable, inventories, vendor deposits and other current assets of approximately $10.6 million.

Net Cash Provided by (Used in) Investing Activities

During the six months ended June 30, 2023 and 2022, respectively, net cash used in investing activities of approximately $0.3 million and $1.2 million largely consisted of capital expenditures, including development costs for our new enterprise resource planning (ERP) system.

Net Cash Provided by (Used in) Financing Activities

During the three months ended March 31, 2023, net cash used in financing activities of approximately $8.2 million consisted of repayments of the Asset-Based Loan of approximately $6.5 million, payments on the Eyce and DaVinci promissory notes of approximately $0.9 million, and Asset-Based Loan costs incurred of approximately $0.8 million.

During the three months ended March 31, 2022, net cash provided by financing activities of approximately $5.7 million primarily consisted of cash proceeds of approximately $6.8 million from the issuance of Class A common stock through our ATM Program, offset primarily by approximately $1.0 million in payments on notes payable, finance lease obligations and other long-term liabilities.

During the six months ended June 30, 2023, net cash used in financing activities of approximately $12.1 million largely consisted of debt service payments of approximately $11.8 million, including $10.2 million related to the Asset-Based Loan and $1.6 million for the Eyce and DaVinci promissory notes, and $0.3 million in payments of contingent consideration related to the DaVinci acquisition.

During the six months ended June 30, 2022, net cash provided by financing activities of approximately $11.1 million primarily consisted of cash proceeds of approximately $14.1 million from the issuance of Class A common stock through our ATM Program and the June 2022 Offering, offset primarily by approximately $2.0 million in payments on notes payable, finance lease obligations and other long-term liabilities, and approximately $0.9 million in payments of contingent consideration related to the Eyce LLC acquisition.

Critical Accounting Policies and Estimates

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q/A

Item 2. Management’s Discussion and Analysis