Greenlane Holdings, Inc 10-K for FY2023

Greenlane Holdings, Inc. (GNLN)

10-K 2024-07-19 For: 2023-12-31

Added on April 10, 2026

About this 10-K

Greenlane Holdings, Inc filed this 10-K on July 19, 2024, covering the fiscal year ended December 31, 2023 (FY2023).

Headline figures

Fiscal year ended December 31, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $65.37M; down 52.3% from $137.09M a year earlier
Net loss: $32.18M; compared with a net loss of $169.51M a year earlier
Diluted EPS: -$8.16; compared with -$22.51 a year earlier

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1095 Broken Sound Parkway, Suite 100
Boca Raton, FL		33487
(Address of principal executive offices)		(Zip Code)

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, $0.01 par value per share		GNLN		Nasdaq Capital Market

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

		Page
Note About Forward-Looking Statements		1

PART I
Item 1.	Business	3
Item 1A.	Risk Factors	12
Item 1B.	Unresolved Staff Comments	44
Item 1C.	Cybersecurity	44
Item 2.	Properties	44
Item 3.	Legal Proceedings	44
Item 4.	Mine Safety Disclosures	44

PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	45
Item 6.	[Reserved]	45
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	45
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	56
Item 8.	Financial Statements and Supplementary Data	56
Item 9.	Changes in Disagreements with Accountants on Accounting and Financial Disclosure	58
Item 9A.	Controls and Procedures	58
Item 9B.	Other Information	60
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	60

PART III
Item 10.	Directors, Executive Officers and Corporate Governance	61
Item 11.	Executive Compensation	62
Item 12.	Security Ownership of Certain Beneficial Owners and Related Stockholder Matters	65
Item 13.	Certain Relationships and Related Transactions, and Director Independence	65
Item 14.	Principal Accounting Fees and Services	69

PART IV
Item 15.	Exhibits, Financial Statement Schedules	70
Item 16.	Form 10-K Summary	72
Signatures		73

	●	statements regarding our growth and other strategies, results of operations or liquidity;
	●	statements concerning projections, predictions, expectations, estimates or forecasts as to our business, financial and operational results and future economic performance;
	●	statements regarding our industry;
	●	statements of management’s goals and objectives;
	●	statements regarding laws, regulations, and policies relevant to our business;
	●	projections of revenue, earnings, capital structure and other financial items;
	●	assumptions underlying statements regarding us or our business; and
	●	other similar expressions concerning matters that are not historical facts.

	●	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;
	●	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 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”);
	●	failure of our information technology systems to support our current and growing business;
	●	our ability to prevent and recover from Internet security breaches;
	●	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 wars, and their impact on the economy generally;
	●	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 Nasdaq;
	●	increased costs as a result of being a public company; and
	●	our failure to maintain adequate internal controls over financial reporting.

	●	Global economic conditions, including inflation and supply chain disruptions, could materially and adversely our business, prospects, results of operations, financial condition or cash flows.
	●	A significant percentage of our revenue is dependent on sales of products from a relatively small number of key suppliers, and a decline in sales of products from these suppliers could materially harm our business.
	●	We do not have long-term agreements or guaranteed price or delivery arrangements with most of our suppliers. The loss of a significant supplier would require us to rely more heavily on our other existing suppliers or to develop relationships with new suppliers. Such a loss may have an adverse effect on our product offerings and our business.
	●	We are vulnerable to third-party transportation risks, including governmental laws and common carriers’ policies that prevent the shipment of the types of products we sell.
	●	If we are unable to successfully execute our on our liquidity and strategic initiatives, we may have significant cash constraints, which would have a material and adverse impact on our business and results of operations and ability to pay our debts as they come due.
	●	Complications and disruptions associated with the design and implementation of our new ERP system have occurred and could adversely impact our business and operations in the future.
	●	We may be required to seek additional financing sources, which may not be available to us on attractive terms if at all and could restrict our ability to engage in important business activities.
	●	While we believe that our business and sales do not violate the Federal Paraphernalia Law, legal proceedings alleging violations of such law or changes in such law or interpretations thereof could materially and adversely affect our business, financial condition, or results of operations.
	●	Officials of the U.S. Customs and Border Protection agency (“CBP”) have broad discretion regarding products imported into the United States, and the CBP has on occasion seized imported products, and seizures of the products we sell could have a material adverse effect on our business operations or our results of operations.
	●	Our business depends partly on continued purchases by businesses and individuals selling or using cannabis and cannabis ancillary products pursuant to federal and state laws in the United States and laws in Canada, the European Union, United Kingdom, Mexico, and Latin America. Because our business is dependent, in part, upon continued market acceptance of cannabis by consumers, any negative trends could materially and adversely affect our business, financial conditions or results of operations. Additionally, we are subject to legislative uncertainty that could slow or halt the legalization and use of cannabis, which could negatively affect our business.
	●	The market for vaporizer products and related items is a niche market, subject to a great deal of uncertainty and is still evolving, including uncertainty related to the regulation of vaporization products and certain other consumption accessories. Increased regulatory compliance burdens, no matter how they arise, could have a material adverse impact on our business development efforts and our operations.
	●	Recently adopted laws prohibit the mailing of certain vaporizer products through the United States Postal Service (“USPS”) and place certain regulatory requirements on shipment of those products through other carriers. Additionally, carriers including UPS and FedEx have imposed policies restricting the shipment of vaporizers. If a significant volume of the products we carry cannot be shipped by the USPS or private carriers, or we must comply with burdensome policies and regulations, our shipping costs could increase materially and we could lose our ability to deliver products to customers in a timely and economical matter.

	●	The FDA has expressed growing concern about the popularity among youth of certain vaporization products, including electronic nicotine delivery systems (“ENDS”) and has imposed significant regulation on ENDS products. Additional regulatory actions may further impact our ability to sell these products, as well as other vaporization products, in the United States or online.
	●	Our narrow margins may magnify the impact of variations in operating costs and of adverse or unforeseen events on operating results.
	●	Management and employee turnover creates uncertainties and could harm our business.
	●	We and our customers may have difficulty accessing the service of banks, which may make it difficult for us and for them to sell our products.
	●	We have failed, and may continue to fail, to meet the listing standards of Nasdaq, and as a result our Class A common stock may become delisted, which could have a material adverse effect on the liquidity of our Class A common stock.
	●	The market price of our Class A common stock has been volatile and has declined significantly since our initial public offering and may face more volatility and price declines in the future. As a result, you may not be able to resell your shares at or above the price at which you have acquired or will acquire shares of our Class A common stock.
	●	Substantial sales and issuances of our Class A common stock have occurred and may continue to occur, or may be anticipated, which have caused and could continue to cause our stock price to decline and your percentage ownership may be diluted in the future.

	1.	Technology Enhancements: We remain fully committed to improving our technology, particularly our B2B and e-commerce platforms, to provide a seamless shopping experience for our wholesale and retail customers.
	2.	Facility Footprint Rationalization: In 2023, we optimized our facilities footprint by reducing warehouse and office space while increasing operational efficiency and improving fulfillment practices. The full benefit of those efforts are expected to be realized in 2024.
	3.	Headcount Reduction: We have significantly reduced our headcount and associated salary expenses, focusing on maintaining a core group of key employees as we collectively right-size the business.
	4.	Cost Structure Optimization: We continue to reduce our overall cost structure while improving margins. In April 2023, we formed two strategic partnerships (described below in greater detail) to increase margins and significantly reduce working capital requirements in our Industrial Goods segment. Similarly, our Consumer Goods segment restructured arrangements with several third-party brands in 2022 and 2023 to reduce our working capital needs.
	5.	Inventory Management: In 2023, we implemented a new inventory management and lifecycle strategy that is focused on a quarterly turn and a regular review of inventory to avoid future write-offs.
	6.	Sales Force Upgrade: We have upgraded and will continue to upgrade our sales force from a solely account management centric team to a skilled and driven sales team to acquire new customers while maintaining excellent service with our existing customers
	7.	Product Innovation: In 2023, we launched Groove, an innovative new product line with a value-based price point and in 2024 we have begun to expand our product offering to further enhance our assortment available to our customers.
	8.	Capital Investment: We continue to seek opportunities for securing investment capital to leverage our platform, increase availability and reduce stockouts of our high demand third-party brands, invest in marketing and sales, and improve our product offerings.

	●	restrict our ability to incur additional indebtedness;
	●	restrict our ability to incur additional liens;
	●	restrict our ability to make certain investments (including capital expenditures);
	●	restrict our ability to merge with another company;
	●	restrict our ability to sell or dispose of assets;
	●	restrict our ability to make distributions to stockholders; and
	●	require us to satisfy minimum financial coverage ratios, minimum net worth requirements, maximum leverage ratios, or other financial covenants.

	●	optimize our product offerings effectively or efficiently or in a timely manner, if at all;
	●	achieve expected synergies or other anticipated benefits;
	●	allocate our human resources optimally;
	●	meet our capital needs;
	●	identify and hire qualified employees or retain valued employees;
	●	effectively incorporate the components of any business or product line that we may acquire in our effort to achieve growth; or
	●	continue to grow our business.

	●	the potential diversion of management’s attention, available cash, and other resources from our existing businesses;
	●	unanticipated liabilities or contingencies;
	●	compliance with additional regulatory burdens;
	●	potential damage to existing customer relationships, lack of customer acceptance or an inability to attract new customers; and
	●	the inability to compete effectively in the new line or expanded line of business or in a new market.

	●	The distribution of cannabis to minors;
	●	Revenue from the sale of cannabis from going to criminal enterprises, gangs, and cartels;
	●	The diversion of cannabis from states where it is legal under state law in some form to other states;
	●	State-authorized cannabis activities from being used as a cover or pretext for the trafficking of other illegal drugs or other illegal activity;
	●	Violence and the use of firearms in the cultivation and distribution of cannabis;
	●	Drugged driving and exacerbation of other adverse public health consequences associated with cannabis use;
	●	Growing cannabis on public lands and the attendant public safety and environmental dangers posed by cannabis production on public lands; and
	●	Cannabis possession or use on federal property.

	●	the relative mix of vaporization products and consumption accessories sold during the period;
	●	the general economic environment and competitive conditions, such as pricing;
	●	the timing of procurement cycles by our customers;
	●	seasonality in customer spending and demand for products we provide;

	●	variability in supplier programs;
	●	the introduction of new and upgraded products;
	●	changes in prices from our suppliers;
	●	changes to our strategy;
	●	trade show attendance;
	●	promotions;
	●	the loss or consolidation of significant suppliers or customers;
	●	our ability to control costs;
	●	the timing of our capital expenditures;
	●	the condition of our industry in general and our customers specifically;
	●	regulatory developments that limit or expand the products we may sell, or the manner in which those products may be transported;
	●	any inability on our part to obtain adequate quantities of products;
	●	delays in the release by suppliers of new products and inventory adjustments;
	●	delays in the release of imported products by customs authorities;
	●	our expenditures on new business ventures and acquisitions;
	●	performance of acquired businesses;
	●	adverse weather conditions, natural disasters, pandemics, or other events that affect supply or customer response;
	●	distribution or shipping to our customers; and
	●	geopolitical events.

	●	we may not be able to continue to obtain insurance on commercially reasonable terms;
	●	we may incur losses from interruption of our business that exceed our insurance coverage;
	●	we may be faced with types of liabilities that will not be covered adequately or at all by our insurance;
	●	our insurance carriers may not be able to meet their obligations under the policies; or
	●	the dollar amount of any liabilities may exceed our policy limits.

	●	our executive officers or directors or their affiliates may have an economic interest in, or other business relationship with, entities that compete in the same businesses as us; and
	●	our executive officers or directors or their affiliates have interests in entities that we sell products or services to.

	●	our executive officers or directors may have a conflict between our current interests and their personal financial and other interests in another business venture;
	●	our executive officers or directors may have conflicting fiduciary duties to us and the other entity; and
	●	the terms of transactions with the other entity may not be subject to arm’s length negotiations and therefore may be on terms less favorable to us than those that could be procured through arm’s length negotiations.

	●	negative economic developments in economies around the world and the instability of governments, or the downgrades in the debt ratings of certain major economies;
	●	social and political instability;
	●	complex regulations governing certain of our products;
	●	potential terrorist attacks;
	●	adverse changes in governmental policies, especially those affecting trade, tariffs and investment;
	●	foreign currency exchange, particularly with respect to the Canadian Dollar, Euro, British Pound Sterling and Australian Dollar; and
	●	threats that our operations or property could be subject to nationalization and expropriation.

	●	changes in the valuation of our deferred tax assets and liabilities;
	●	expected timing and amount of the release of any tax valuation allowances;
	●	tax effects of stock-based compensation;
	●	changes in tax laws, regulations or interpretations thereof; or
	●	future earnings being lower than anticipated in countries where we have lower statutory tax rates and higher than anticipated earnings in countries where we have higher statutory tax rates.

	●	general market conditions, including conditions that are outside of our control, such as actions or proposed actions of the current U.S. Presidential administration and the Federal Reserve to curb inflation or the impact of future public health crises; novel and unforeseen market volatility and trading strategies, such as the short squeeze rallies caused by retail investors on retail trading platforms;
	●	our financing activities, including the issuance of additional securities;
	●	our operating and financial performance and the performance of other similar companies;
	●	the market perception of our industry;
	●	management turnover;
	●	the impact, or perceived impact, of new regulations applicable to us, our suppliers or our customers;
	●	quarterly variations in the rate of growth of our financial indicators, such as net income, net income per share, net sales and adjusted EBITDA;
	●	our ability to successfully execute our merger and acquisition strategy;
	●	significant acquisitions or business combinations, strategic partnerships, joint ventures or capital commitments by or involving us or our competitors;
	●	strategic actions by our competitors or our suppliers;
	●	product recalls or product liability claims;
	●	changes in revenue or earnings estimates, or changes in recommendations or withdrawal of research coverage, by equity research analysts;
	●	liquidity and activity in the market for our Class A common stock;
	●	speculation in the press or investment community;
	●	sales of our Class A common stock by us or other stockholders, or the perception that such sales may occur;
	●	the future incurrence of debt;
	●	changes in accounting principles;
	●	additions or departures of key management personnel;
	●	the de-listing of our Class A common stock from the Nasdaq Capital Market;
	●	news reports relating to trends, concerns or competitive developments, regulatory changes and other related issues in our industry or target markets;
	●	investors’ general perception of us and the public’s reaction to our press releases, our other public announcements and our filings with the SEC;
	●	actions by our stockholders; and
	●	domestic and international economic, legal and regulatory factors.

	●	authorizing the issuance of “blank check” preferred stock that could be issued by our Board to increase the number of outstanding shares and thwart a takeover attempt;
	●	advance notice requirements applicable to stockholders for matters to be brought before a meeting of stockholders and requirements as to the form and content of a stockholder’s notice;
	●	restrictions on the transfer of our outstanding shares of Class B common stock;
	●	a supermajority stockholder vote requirement for amending certain provisions of our amended and restated certificate of incorporation and amended and restated bylaws;
	●	the inability of our stockholders to act by written consent;
	●	a requirement that the authorized number of directors may be changed only by resolution of the Board;
	●	allowing all vacancies, including newly created directorships, to be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum, except as otherwise required by law;
	●	limiting the forum for certain litigation against us to Delaware; and
	●	limiting the persons that can call special meetings of our stockholders to our Board or the chairperson of our Board.

	For the Year Ended December 31,
	(in thousands)						% of Net sales						Change
	2023			2022			2023			2022			$			%
Net sales	$	65,373		$	137,085			100.0	%		100.0	%		(71.6	)		(52.3	)%
Cost of sales		47,547			112,102			72.7	%		81.8	%		(64.6	)		(57.6	)%
Gross profit		17,826			24,983			27.3	%		22.3	%		(7.2	)		(28.6	)%

Operating expenses:
Salaries, benefits and payroll taxes		17,454			31,290			26.7	%		22.8	%		(13.8	)		(44.2	)%
General and administrative		24,213			41,000			37.0	%		29.9	%		(16.8	)		(40.9	)%
Goodwill and indefinite-lived intangibles impairment charge		—			71,360			—	%		52.1	%		(71.4	)		(100.0	)%
Definite-lived intangibles impairment charge		—			50,694			—	%		37.0	%		(50.7	)		(100.0	)%
PP&E impairment charge		—			7,336			—	%		5.4	%		(7.3	)		(100.0	)%
Depreciation and amortization		2,243			7,405			3.4	%		5.4	%		(5.2	)		(69.7	)%

Total operating expenses		43,910			209,085			67.2	%		152.5	%		(165.2	)		(79.0	)%

Loss from operations		(26,084	)		(184,102	)		(39.9	)%		(134.3	)%		158.0			(85.8	)%
Other income(expense), net:
Interest expense		(5,450	)		(2,450	)		(8.3	)%		(1.8	)%		(3.0	)		122.4	%
Employee retention credits		—			4,854			—	%		3.5	%		(4.9	)		(100.0	)%
Other expense, net		(791	)		(541	)		(1.2	)%		(0.4	)%		0.3			(46.3	)%
Total other (expense) income, net		(6,241	)		1,863			(9.5	)%		1.4	%		(8.1	)		(435.0	)%

Loss before income taxes		(32,325	)		(182,239	)		(49.4	)%		(132.9	)%		149.9			(82.3	)%
(Benefit from) provision for income taxes		—			(13	)		—	%		—	%		—			(100.0	)%

Net loss		(32,325	)		(182,226	)		(49.4	)%		(132.9	)%		149.9			(81.8	)%
Net (loss) income attributable to non-control interest		(150	)		(12,717	)		(0.2	)%		(9.3	)%		12.6			(98.8	)%
Net loss attributable to Greenlane Holdings, Inc.	$	(32,175	)	$	(169,509	)		(49.2	)%		(123.7	)%		137.3			(81.0	)%

					% of Total Net sales						Change
	2023		2022		2023			2022			$			%
Net sales:
Consumer Goods	$	28,737	$	48,134		43.9	%		35.1	%	$	(19,397	)		(40.3	)%
Industrial Goods		36,636		88,951		56.0	%		64.9	%		(52,315	)		(58.8	)%
Total net sales	$	65,373	$	137,085

					% of Segment Net sales						Change
Cost of sales:	2023		2022		2023			2022			$			%
Consumer Goods	$	18,754	$	38,531		65.3	%		80.0	%	$	(19,777	)		(51.3	)%
Industrial Goods		28,793		73,571		78.6	%		82.7	%		(44,778	)		(60.9	)%
Total cost of sales	$	47,547	$	112,102

Gross profit:
Consumer Goods	$	9,983	$	9,603		34.7	%		20.0	%	$	380			13.2	%
Industrial Goods		7,843		15,380		21.4	%		17.3	%		(7,537	)		(20.6	)%
Total gross profit	$	17,826	$	24,983

	Year Ended December 31,
					% of Net sales						Change
	2023		2022		2023			2022			$			%
Net sales:
United States	$	58,539	$	126,333		89.5	%		92.2	%	$	(67,794	)		(53.7	)%
Canada		1,291		5,810		1.9	%		4.2	%		(4,519	)		(77.8	)%
Europe		5,072		4,942		7.8	%		3.6	%		130			2.6	%
Total net sales	$	65,373	$	137,085		100.0	%		100.0	%	$	(71,712	)		(52.3	)%

Index to Consolidated Financial Statements		Page
Report of Independent Registered Public Accounting Firm Marcum LLP PCAOB ID: 688		F-1
Consolidated Balance Sheets		F-2
Consolidated Statements of Operations and Comprehensive Loss		F-3
Consolidated Statements of Stockholders’ Equity		F-4
Consolidated Statements of Cash Flows		F-5
Notes to Consolidated Financial Statements		F-6


	December 31, 2023			December 31, 2022
ASSETS
Current assets
Cash	$	463		$	6,458
Restricted cash		—			5,718
Accounts receivable, net of allowance of $2,209 and $4,826 at December 31, 2023 and 2022, respectively		1,693			6,468
Inventories, net		20,529			40,643
Vendor deposits		3,765			6,296
Other current assets (Note 8)		3,319			11,120
Total current assets		29,769			76,703

Property and equipment, net		2,476			3,962
Operating lease right-of-use assets		1,936			3,442
Other assets		3,912			5,578
Total assets	$	38,093		$	89,685

LIABILITIES
Current liabilities
Accounts payable	$	12,103		$	14,953
Accrued expenses and other current liabilities (Note 8)		3,056			11,882
Customer deposits		2,775			3,983
Current portion of notes payable		7,283			3,185
Current portion of operating leases		866			1,528
Current portion of finance leases		7			128
Total current liabilities		26,090			35,659

Notes payable, less current portion and debt issuance costs, net		—			13,040
Operating leases, less current portion		1,010			1,887
Finance leases, less current portion		—			29
Other liabilities		1			79
Total long-term liabilities		1,011			15,035
Total liabilities		27,101			50,694
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, 3,726 shares issued and outstanding as of December 31, 2023; 600,000 shares authorized, and 1,599 shares issued and outstanding as of December 31, 2022 *		36			15
Class B common stock, $0.0001 par value per share, 30,000 shares authorized, and 0 shares issued and outstanding as of December 31, 2023; 30,000 shares authorized, and 0 shares issued and outstanding as of December 31, 2022*		—			—
Common stock, value		—			—
Additional paid-in capital*		268,132			264,017
Accumulated deficit		(257,289	)		(225,114	)
Accumulated other comprehensive income		245			55
Total stockholders’ equity attributable to Greenlane Holdings, Inc.		11,124			38,973
Non-controlling interest		(132	)		18
Total stockholders’ equity		10,992			38,991
Total liabilities and stockholders’ equity	$	38,093		$	89,685


	For the for the year ended December 31,
	2023			2022
Net sales	$	65,373		$	137,085
Cost of sales		47,547			112,102
Gross profit		17,826			24,983

Operating expenses:
Salaries, benefits and payroll taxes		17,454			31,290
General and administrative		24,213			41,000
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		2,243			7,405
Total operating expenses		43,910			209,085
Loss from operations		(26,084	)		(184,102	)

Other (expense) income, net:
Interest expense		(5,450	)		(2,450	)
Employee retention credits		—			4,854
Other expense, net		(791	)		(541	)
Total other (expense) income, net		(6,241	)		1,863
Loss before income taxes		(32,325	)		(182,239	)
Provision for (benefit from) income taxes		—			(13	)
Net loss		(32,325	)		(182,226	)
Less: Net loss attributable to non-controlling interest		(150	)		(12,717	)
Net loss attributable to Greenlane Holdings, Inc.	$	(32,175	)	$	(169,509	)

Net loss attributable to Class A common stock per share - basic and diluted (Note 9)*	$	(8.16	)	$	(22.51	)
Weighted-average shares of Class A common stock outstanding - basic and diluted (Note 9)*		3,993			753

Other comprehensive income (loss):
Foreign currency translation adjustments		190			(211	)
Unrealized gain (loss) on derivative instrument		—			26
Comprehensive loss		(32,135	)		(182,411	)
Less: comprehensive loss attributable to non-controlling interest		(150	)		(12,633	)
Comprehensive loss attributable to Greenlane Holdings, Inc.	$	(31,985	)	$	(169,778	)

					^*					^*		^*
	Class A Common Stock					Class B Common Stock					Additional Paid-In		Accumulated			Accumulated Other Comprehensive			Non- Controlling			Total Stockholders’
	Shares*			Amount*		Shares*			Amount*		Capital*		Deficit			Income (Loss)			Interest			Equity
Balance December 31, 2021		426		$	4		109		$	—	$	229,744	$	(55,544	)	$	324		$	21,836		$	196,364
Net loss		—			—		—			—		—		(169,509	)		—			(12,717	)		(182,226	)
Equity-based compensation		11			—		—			—		1,411		—			—			259			1,670
Issuance of Class A shares, net of costs - ATM Program		85			1		—			—		9,024		—			—			—			9,025
Issuance of Class A shares - contingent consideration		19			—		—			—		3,486		—			—			—			3,486
Issuance of Class A shares, net of costs - June 2022 Offering		59			1		—			—		5,039		—			—			—			5,040
Issuance of Class A shares, net of costs - October 2022 Offering		833			8		—			—		7,002		—			—			—			7,010
Issuance of Class A shares - Amended Eyce APA (Note 3)		7			—		—			—		657		—			—			—			657
Issuance of Class A common stock and pre-funded warrants, net of costs		50			—		—			—		—		—			—			—			—
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		109			1		(109	)		—		7,654		—			—			(7,655	)		—
Other comprehensive income		—			—		—			—		—		—			63			84			147
Other		—			—		—			—		—		(61	)		—			—			(61	)
Balance December 31, 2022		1,599		$	15		—		$	—	$	264,017	$	(225,114	)	$	55		$	18		$	38,991
Balance		1,599		$	15		—		$	—	$	264,017	$	(225,114	)	$	55		$	18		$	38,991
Net loss		—			—		—			—		—		(32,175	)		—			(150	)		(32,325	)
Equity-based compensation		(1	)		—		—			—		60		—			—			—			60
Issuance of Class A shares - Amended Eyce APA (Note 3)		—			—		—			—		225		—			—			—			225
Issuance of Class A shares (Note 9)		2,128			22		—			—		3,831		—			—			—			3,852
Issuance of Class A shares, net of costs		2,128			22		-			-		3,831		-			-			-			3,852
Other comprehensive income		—			—		—			—		—		—			190			—			190
Balance December 31, 2023		3,726		$	36		—		$	—	$	268,132	$	(257,289	)	$	245		$	(132	)	$	10,992
Balance		3,726		$	36		—		$	—	$	268,132	$	(257,289	)	$	245		$	(132)		$	10,992

	1.	Income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign.
	2.	Income tax expense (or benefit) from continuing operations disaggregated by federal (national), state, and foreign.


	Consolidated Balance Sheet	Fair Value at December 31, 2023
(in thousands)	Caption	Level 1		Level 2		Level 3		Total
Liabilities:
Contingent consideration - current	Accrued expenses and other current liabilities	$	—	$	—	$	1,000	$	1,000
Total Liabilities		$	—	$	—	$	1,000	$	1,000


	Consolidated Balance Sheet	Fair Value at December 31, 2022
(in thousands)	Caption	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


(in thousands)	Contingent Consideration
Balance, 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, December 31, 2022	$	2,738
Cash payments for earn contingent consideration		(350	)
Transfer to notes payable		(1,650	)
Loss from fair value adjustments included in results of operations		262
Balance, December 31, 2023	$	1,000