Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 28, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-38875 | ||
Entity Registrant Name | Greenlane Holdings, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 83-0806637 | ||
Entity Address, Address Line One | 1095 Broken Sound Parkway, | ||
Entity Address, Address Line Two | Suite 300 | ||
Entity Address, City or Town | Boca Raton, | ||
Entity Address, State or Province | FL | ||
Entity Address, Postal Zip Code | 33487 | ||
City Area Code | 877 | ||
Local Phone Number | 292-7660 | ||
Title of 12(b) Security | Class A Common Stock, $0.01 par value per share | ||
Trading Symbol | GNLN | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | No | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | true | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 74.5 | ||
Documents Incorporated by Reference | Portions of the registrant's Proxy Statement for the 2021 Annual Meeting of Stockholders are incorporated herein by reference in Part III of this Form 10-K to the extent stated herein. Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of the registrant's fiscal year ended December 31, 2021. | ||
Entity Central Index Key | 0001743745 | ||
Amendment Flag | false | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Common Class A | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 100,479,548 | ||
Common Class B | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 21,184,919 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Name | Marcum LLP |
Auditor Location | Costa Mesa, CA |
Auditor Firm ID | 688 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash | $ 12,857 | $ 30,435 |
Accounts receivable, net of allowance of $1,285 and $1,084 at December 31, 2021 and 2020, respectively | 14,690 | 6,330 |
Inventories, net | 66,982 | 36,064 |
Vendor deposits | 18,475 | 11,289 |
Assets held for sale | 75 | 1,073 |
Other current assets (Note 8) | 11,658 | 10,892 |
Total current assets | 124,737 | 96,083 |
Property and equipment, net | 20,851 | 12,201 |
Intangible assets, net | 84,710 | 5,945 |
Goodwill | 41,860 | 3,280 |
Operating lease right-of-use assets | 9,128 | 3,104 |
Other assets | 4,541 | 2,037 |
Total assets | 285,827 | 122,650 |
Current liabilities | ||
Accounts payable | 23,041 | 18,405 |
Accrued expenses and other current liabilities (Note 8) | 25,128 | 19,390 |
Customer deposits | 7,924 | 2,729 |
Current portion of notes payable, including $8,000 owed to related party | 11,615 | 182 |
Current portion of operating leases | 3,091 | 966 |
Current portion of finance leases | 169 | 184 |
Total current liabilities | 70,968 | 41,856 |
Notes payable, less current portion and debt issuance costs, net | 10,607 | 7,844 |
Operating leases, less current portion | 6,142 | 2,524 |
Finance leases, less current portion | 72 | 205 |
Other liabilities | 1,674 | 964 |
Total long-term liabilities | 18,495 | 11,537 |
Total liabilities | 89,463 | 53,393 |
Commitments and contingencies (Note 7) | ||
STOCKHOLDERS’ EQUITY | ||
Preferred stock, $0.0001 par value, 10,000 shares authorized, none issued and outstanding | 0 | 0 |
Additional paid-in capital | 228,894 | 39,742 |
Accumulated deficit | (55,544) | (24,848) |
Accumulated other comprehensive income (loss) | 324 | 29 |
Total stockholders’ equity attributable to Greenlane Holdings, Inc. | 174,528 | 15,065 |
Non-controlling interest | 21,836 | 54,192 |
Total stockholders’ equity | 196,364 | 69,257 |
Total liabilities and stockholders’ equity | 285,827 | 122,650 |
Common Class A | ||
STOCKHOLDERS’ EQUITY | ||
Common stock | 852 | 133 |
Common Class B | ||
STOCKHOLDERS’ EQUITY | ||
Common stock | 2 | 1 |
Common Class C | ||
STOCKHOLDERS’ EQUITY | ||
Common stock | $ 0 | $ 8 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accounts receivable, allowance for credit loss, current | $ 1,285 | $ 1,084 |
Long-term debt | $ 22,550 | $ 8,125 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized (shares) | 10,000,000 | 10,000,000 |
Preferred stock, issued (in shares) | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Notes Payable | ||
Long-term debt | $ 8,000 | $ 0 |
Common Class A | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | |
Common stock, par value (in dollars per share) | $ 0.01 | |
Common stock, authorized (in shares) | 600,000,000 | 125,000,000 |
Common stock, issued (in shares) | 85,210,000 | 13,322,000 |
Common stock, outstanding (in shares) | 85,210,000 | 13,322,000 |
Common Class B | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized (in shares) | 30,000,000 | 10,000,000 |
Common stock, issued (in shares) | 21,745,000 | 3,491,000 |
Common stock, outstanding (in shares) | 21,745,000 | 3,491,000 |
Common Class C | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized (in shares) | 0 | 100,000,000 |
Common stock, issued (in shares) | 76,039,000 | |
Common stock, outstanding (in shares) | 76,039,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Net sales | $ 166,060 | $ 138,304 |
Cost of sales | 138,381 | 115,539 |
Gross profit | 27,679 | 22,765 |
Operating expenses: | ||
Salaries, benefits and payroll taxes | 34,012 | 24,909 |
General and administrative | 41,700 | 35,315 |
Goodwill impairment charge | 0 | 8,996 |
Depreciation and amortization | 4,689 | 2,520 |
Total operating expenses | 80,401 | 71,740 |
Loss from operations | (52,722) | (48,975) |
Other income (expense), net: | ||
Interest expense | (574) | (437) |
Other income (expense), net | (117) | 1,902 |
Total other income (expense), net | (691) | 1,465 |
Loss before income taxes | (53,413) | (47,510) |
Provision for income taxes | 10 | 194 |
Net loss | (53,423) | (47,704) |
Less: Net loss attributable to non-controlling interest | (22,840) | (33,187) |
Net loss attributable to Greenlane Holdings, Inc. | $ (30,583) | $ (14,517) |
Net loss attributable to Class A common stock per share - basic (Note 9) (in dollars per share) | $ (0.79) | $ (1.22) |
Net loss attributable to Class A common stock per share - diluted (Note 9) (in dollars per share) | $ (0.79) | $ (1.22) |
Weighted-average shares of Class A common stock outstanding - basic (in shares) | 38,595 | 11,947 |
Weighted-average shares of Class A common stock outstanding - diluted (Note 9) | 38,595 | 11,947 |
Other comprehensive income (loss): | ||
Foreign currency translation adjustments | $ 115 | $ 654 |
Unrealized gain (loss) on derivative instrument | 376 | (459) |
Comprehensive loss | (52,932) | (47,509) |
Less: Comprehensive loss attributable to non-controlling interest | (22,644) | (33,092) |
Comprehensive loss attributable to Greenlane Holdings, Inc. | $ (30,288) | $ (14,417) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Non- Controlling Interest | Common Class ACommon units of the Operating Company | Common Class BCommon units of the Operating Company | Common Class CCommon units of the Operating Company |
Balance, beginning of period (in shares) at Dec. 31, 2019 | 9,812,000 | 5,975,000 | 77,791,000 | |||||
Balance, beginning of period at Dec. 31, 2019 | $ 114,264 | $ 32,108 | $ (9,727) | $ (72) | $ 91,848 | $ 98 | $ 1 | $ 8 |
Increase (Decrease) in Stockholders' Equity | ||||||||
Net loss | $ (47,704) | (14,517) | (33,187) | |||||
Equity-based compensation (in shares) | 949,126 | |||||||
Equity-based compensation | $ 853 | 192 | 661 | |||||
Other comprehensive income | 196 | 101 | 95 | |||||
Member distribution | (604) | (604) | ||||||
Exchanges of noncontrolling interest for Class A common stock (in shares) | 2,824,000 | 2,240,000 | 1,752,000 | |||||
Exchanges of noncontrolling interest for Class A common stock | 0 | 4,934 | (4,962) | $ 28 | $ 0 | $ 0 | ||
Joint venture consolidation | 189 | 189 | ||||||
Issuance of Class A common stock (in shares) | 686,000 | |||||||
Issuance of Class A common stock | $ 2,063 | 2,056 | $ 7 | |||||
Cancellation of Class B common stock due to forfeitures (in shares) | (244,266) | (244,000) | ||||||
Cancellation of Class B common stock due to forfeitures | $ 0 | 452 | (452) | |||||
Balance, end of period (in shares) at Dec. 31, 2020 | 13,322,000 | 3,491,000 | 76,039,000 | |||||
Balance, end of period at Dec. 31, 2020 | 69,257 | 39,742 | (24,848) | 29 | 54,192 | $ 133 | $ 1 | $ 8 |
Increase (Decrease) in Stockholders' Equity | ||||||||
Net loss | $ (53,423) | (30,583) | (22,840) | |||||
Equity-based compensation (in shares) | 1,676,355 | 187,000 | ||||||
Equity-based compensation | $ 5,674 | 3,129 | 2,543 | $ 2 | ||||
Other comprehensive income | 491 | 295 | 196 | |||||
Member distribution | (200) | (200) | ||||||
Exchanges of noncontrolling interest for Class A common stock (in shares) | 7,088,000 | 5,175,000 | 5,738,000 | |||||
Exchanges of noncontrolling interest for Class A common stock | 0 | 12,178 | (12,247) | $ 71 | $ (1) | $ (1) | ||
Issuance of Class A common stock (in shares) | 58,789,000 | |||||||
Issuance of Class A common stock | $ 174,603 | 174,015 | $ 588 | |||||
Cancellation of Class B common stock due to forfeitures (in shares) | (5,146) | (5,000) | ||||||
Cancellation of Class B common stock due to forfeitures | $ 0 | 8 | (8) | |||||
Exercise of Class A common stock options and warrants (in shares) | 6,028,000 | |||||||
Exercise of Class A common stock options and warrants | 307 | 247 | $ 60 | |||||
Conversion of Class C common stock (in shares) | 23,434,000 | 70,301,000 | ||||||
Conversion of Class C common stock | 0 | 5 | $ 2 | $ 7 | ||||
Other (in shares) | (204,000) | |||||||
Other | (345) | (430) | 87 | $ (2) | ||||
Balance, end of period (in shares) at Dec. 31, 2021 | 85,210,000 | 21,745,000 | 0 | |||||
Balance, end of period at Dec. 31, 2021 | $ 196,364 | $ 228,894 | $ (55,544) | $ 324 | $ 21,836 | $ 852 | $ 2 | $ 0 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss (including amounts attributable to non-controlling interest) | $ (53,423) | $ (47,704) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 4,689 | 2,520 |
Equity-based compensation expense | 5,715 | 853 |
Goodwill impairment charge | 0 | 8,996 |
Change in fair value of contingent consideration | 189 | (719) |
Change in provision for doubtful accounts | 236 | 576 |
(Gain) loss related to indemnification asset | (1,692) | 4,464 |
Loss on disposal of assets | 109 | 579 |
Impairment of held-for-sale assets | 97 | 376 |
Unrealized loss on equity investments | 171 | 0 |
Other | 86 | 75 |
Changes in operating assets and liabilities, net of the effects of acquisitions: | ||
Decrease (increase) in accounts receivable | (1,393) | 1,186 |
Decrease in inventories | 5,730 | 6,996 |
Decrease (increase) in vendor deposits | (43) | 29 |
Decrease (increase) in other current assets | 9,087 | (10,194) |
(Decrease) increase in accounts payable | (1,301) | 7,095 |
(Decrease) Increase in accrued expenses and other liabilities | (6,808) | 13,104 |
(Decrease) increase in customer deposits | 1,221 | (534) |
Net cash used in operating activities | (37,330) | (12,302) |
Cash flows from investing activities: | ||
Purchase consideration paid for acquisitions, net of cash acquired | (15,646) | (1,841) |
Purchases of property and equipment, net | (4,400) | (1,788) |
Proceeds from sale of assets held for sale | 675 | 0 |
Purchase of intangible assets, net | (320) | (515) |
Net cash used in investing activities | (19,691) | (4,144) |
Cash flows from financing activities: | ||
Member distributions | (200) | (604) |
Proceeds from issuance of Class A common stock and pre-funded warrants, net of costs | 32,643 | 0 |
Proceeds from exercise of stock options and warrants | 307 | 0 |
Proceeds from issuance of note payable to related party, net of costs | 7,868 | 0 |
Repayments of notes payable | (1,075) | (190) |
Debt issuance costs | (220) | 0 |
Other | (360) | (269) |
Net cash provided by (used in) financing activities | 38,963 | (1,063) |
Effects of exchange rate changes on cash | 480 | 171 |
Net (decrease) in cash | (17,578) | (17,338) |
Cash, as of beginning of the period | 30,435 | 47,773 |
Cash, as of end of the period | 12,857 | 30,435 |
Supplemental disclosures of cash flow information | ||
Cash paid during the period for interest | 574 | 437 |
Cash paid during the period for income taxes | 39 | 192 |
Cash paid for amounts included in the measurement of lease liabilities | 1,978 | 1,252 |
Lease liabilities arising from obtaining finance lease assets | 119 | 272 |
Lease liabilities arising from obtaining operating lease right-of-use assets, net of the effect of acquisitions | 0 | 793 |
Non-cash investing and financing activities: | ||
Issuance of Class A common stock for business acquisitions | 141,960 | 1,988 |
Non-cash purchases of property and equipment | 1,659 | 98 |
Issuance of promissory notes for Eyce and DaVinci business acquisitions | 7,500 | 0 |
Decrease in non-controlling interest as a result of exchanges for Class A common stock | (12,247) | (4,962) |
Unpaid contingent purchase consideration | $ 6,857 | $ 0 |
Business Operations and Organiz
Business Operations and Organization | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business Operations and Organization | BUSINESS OPERATIONS AND ORGANIZATION Organization Greenlane Holdings, Inc. (“Greenlane” and, collectively with the Operating Company (as defined below) and its consolidated subsidiaries, the “Company”, "we", "us", and "our") was formed as a Delaware corporation on May 2, 2018. We are a holding company that was formed for the purpose of completing an underwritten initial public offering (“IPO”) of shares of our Class A common stock, $0.01 par value per share (the “Class A common stock”), in order to carry on the business of Greenlane Holdings, LLC (the “Operating Company”). The Operating Company was organized under the laws of the state of Delaware on September 1, 2015, and is based in Boca Raton, Florida. Unless the context otherwise requires, references to the “Company” refer to us, and our consolidated subsidiaries, including the Operating Company. We are the sole manager of the Operating Company and our principal asset is Common Units of the Operating Company (“Common Units”). As the sole manager of the Operating Company, we operate and control all of the business and affairs of the Operating Company, and we conduct our business through the Operating Company and its subsidiaries. We have a board of directors and executive officers, but no employees. All of our assets are held and all of the employees are employed by the Operating Company. We have the sole voting interest in, and control the management of, the Operating Company, and we have the obligation to absorb losses of, and receive benefits from, the Operating Company, that could be significant. We determined that the Operating Company is a variable interest entity (“VIE”) and that we are the primary beneficiary of the Operating Company. Accordingly, pursuant to the VIE accounting model, beginning in the fiscal quarter ended June 30, 2019, we consolidated the Operating Company in our consolidated financial statements and reported a non-controlling interest related to the Common Units held by the members of the Operating Company (other than the Common Units held by us) on our consolidated financial statements. On August 31, 2021, we completed our previously announced merger with KushCo Holdings, Inc. ("KushCo") and have included the results of operations of KushCo in our consolidated statements of operations and comprehensive loss from that date forward. As such, the KushCo financial information included in our consolidated financial statements for year ended December 31, 2021 is for the period commencing on August 31, 2021 (the date of the closing of the merger) through December 31, 2021. Immediately following the merger with KushCo, stockholders that held Class A common stock prior to the completion of the merger owned 51.9% and former KushCo stockholders owned 48.1% of the equity of the combined company on a fully diluted basis. In connection with the merger with KushCo, the Greenlane Certificate of Incorporation was amended and restated (the “A&R Charter”) in order to (i) increase the number of authorized shares of Greenlane Class B common stock, $0.0001 par value per share (the “Class B Common stock”), from 10 million shares to 30 million shares in order to effect the conversion of each outstanding share of Class C common stock, $0.0001 par value per share (the “Class C common stock”), into one-third of one share of Class B common stock, (ii) increase the number of authorized shares of Class A common stock from 125 million shares to 600 million shares, and (iii) eliminate references to the Class C common stock. Pursuant to the terms of an Agreement and Plan of Merger, dated as of March 31, 2021 (the "Merger Agreement") with KushCo, immediately prior to the consummation of the business combination, holders of Class C common stock received one-third of one share of Class B common stock for each share of Class C common stock held immediately prior to the closing of the merger. For further information about the merger with KushCo, see "Note 3 - Business Acquisitions." We merchandise premium cannabis accessories, child-resistant packaging, specialty vaporization solutions and lifestyle products in the United States, Canada and Europe, serving a diverse and expansive customer base with more than 8,500 retail locations, including licensed cannabis dispensaries, smoke shops, and specialty retailers. We distribute to multi-state operators ("MSOs"), licensed producers ("LPs"), other retailers and brands through wholesale operations under our Industrial Goods business segment, and to consumers through both wholesale operations as well as e-commerce activities and our retail stores under our Consumer Goods business segment. Our corporate structure is commonly referred to as an “Up-C” structure. The Up-C structure allows the members of the Operating Company to continue to realize tax benefits associated with owning interests in an entity that is treated as a partnership, or “pass-through” entity. One of these benefits is that future taxable income of the Operating Company that is allocated to its members will be taxed on a flow-through basis and therefore will not be subject to corporate taxes at the Operating Company entity level. Additionally, because the members may redeem their Common Units for shares of Class A common stock on a one-for-one basis or, at our option, for cash, the Up-C structure also provides the members with potential liquidity that holders of non-publicly traded limited liability companies are not typically afforded. In connection with our initial public offering, we entered into a Tax Receivable Agreement (the “TRA”) with the Operating Company and the Operating Company’s members and a Registration Rights (the “Registration Rights Agreement”) with the Operating Company’s members.The TRA provides for the payment by us to the Operating Company’s members of 85.0% of the amount of tax benefits, if any, that we may actually realize (or in some cases, are deemed to realize) as a result of (i) the step-up in tax basis in our share of the Operating Company's assets resulting from the redemption of Common Units under the mechanism described above and (ii) certain other tax benefits attributable to payments made under the TRA. Pursuant to the Registration Rights Agreement, we have agreed to register the resale of shares of Class A common stock that are issuable to the Operating Company’s members upon redemption or exchange of their Common Units. The A&R Charter and the Fourth Amended and Restated Operating Agreement of the Operating Company (the “Operating Agreement”) require that (a) we at all times maintain a ratio of one Common Unit owned by us for each share of our Class A common stock issued by us (subject to certain exceptions), and (b) the Operating Company at all times maintains (i) a one-to-one ratio between the number of shares of our Class A common stock issued by us and the number of Common Units owned by us, and (ii) a one-to-one ratio between the number of shares of our Class B common stock owned by the non-founder members of the Operating Company and the number of Common Units owned by the non-founder members of the Operating Company. The following table sets forth the economic and voting interests of our common stock holders as of December 31, 2021: Class of Common Stock (ownership) Total Shares (1) Class A Shares (as converted) (2) Economic Ownership in the Operating Company (3) Voting Interest in Greenlane (4) Economic Interest in Greenlane (5) Class A 85,209,651 85,209,651 79.7 % 79.7 % 100.0 % Class B 21,744,500 21,744,500 20.3 % 20.3 % — % Total 106,954,151 106,954,151 100.0 % 100.0 % 100.0 % (1) Represents the total number of outstanding shares for each class of common stock as of December 31, 2021. (2) Represents the number of shares of Class A common stock that would be outstanding assuming the exchange of all outstanding shares of Class B common stock upon redemption of all related Common Units. Shares of Class B common stock would be canceled, without consideration, on a one-to-one basis pursuant to the terms and subject to the conditions of the Operating Agreement. (3) Represents the indirect economic interest in the Operating Company through the holders' ownership of common stock. (4) Represents the aggregate voting interest in us through the holders' ownership of Common Stock. Each share of Class A common stock and Class B common stock entitles its holder to one vote per share on all matters submitted to a vote of our stockholders. (5) Represents the aggregate economic interest in us through the holders' ownership of Class A common stock. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary Of Significant Accounting Policies | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation Our audited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and with the instructions to Form 10-K and Article 8 of Regulation S-X. Principles of Consolidation Our consolidated financial statements include our accounts, the accounts of the Operating Company, and the accounts of the Operating Company's consolidated subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Liquidity Our principal sources of liquidity at December, 31 2021 consisted of cash on hand, future cash anticipated to be generated from operations, and our ATM Program described below. In August 2021, we established an "at-the-market" equity offering program (the "ATM Program") that provides for the sale of shares of our Class A common stock having an aggregate offering price of up to $50 million, from time to time. Net proceeds from sales of our shares of Class A common stock under the ATM Program are expected to be used to fund potential business acquisitions and for working capital and general corporate purposes. Since the launch of the ATM program and through March 28, 2022, we sold 11,685,970 shares of our Class A common stock under the ATM Program, which generated gross proceeds of approximately $9.4 million. In December 2021, we entered into the Bridge Loan with Aaron LoCascio, our co-founder, former Chief Executive Officer and President, and a current director of the Company, in which Mr. LoCascio provided us with a loan in the principal amount of $8.0 million. Accrued interest at a rate of 15.0% is due monthly, and principal amount is due in full in June 2022. The Bridge Loan is secured by a continuing security interest in all of our assets and properties whether then or thereafter existing or required, including our inventory and receivables (as defined under the Universal Commercial Code) and includes negative covenants restricting our ability to incur further indebtedness and engage in certain asset dispositions until the earlier of June 30, 2022 or the Bridge Loan has been fully repaid. We also have an effective shelf registration statement on Form S-3 and may opportunistically conduct securities offerings from time to time in order to meet our liquidity needs. However, we may be unable to access the capital markets because of current market volatility and the performance of our stock price We are in the process of securing an asset backed loan to assist us with working capital needs. However, we can provide no assurances as to the timing of our entry into this loan or that we will enter into it at all. We believe that our cash on hand, combined with 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. Use of Estimates Conformity with U.S. GAAP requires the use of estimates and judgments that affect the reported amounts in our consolidated financial statements and accompanying notes. These estimates form the basis for judgments we make about the carrying values of our assets and liabilities, which are not readily apparent from other sources. We base our estimates and judgments on historical information and on various other assumptions that we believe are reasonable under the circumstances. U.S. GAAP requires us to make estimates and judgments in several areas. Such areas include, but are not limited to: the collectability of accounts receivable; the allowance for slow-moving or obsolete inventory; the realizability of deferred tax assets; the fair value of goodwill; the fair value of contingent consideration arrangements; the useful lives of intangible assets and property and equipment; the calculation of our VAT taxes receivable and VAT taxes, fines, and penalties payable; our loss contingencies, including our TRA liability; and the valuation and assumptions underlying equity-based compensation. These estimates are based on management's knowledge about current events and expectations about actions we may undertake in the future. Actual results could differ materially from those estimates. In March 2020, the World Health Organization declared the novel coronavirus ("COVID-19") a global pandemic. We expect uncertainties around our key accounting estimates to continue to evolve depending on the duration and degree of impact associated with the COVID-19 pandemic, including the possible resurgence of new strains. Our estimates may change as new events occur and additional information emerges, and such changes are recognized or disclosed in our consolidated financial statements. Segment Reporting We manage our global business operations through our operating and reportable business segments. Due to our recent merger with KushCo, we reassessed and updated our operating segments. Therefore, as of December 31, 2021, we had two reportable operating business segments: Industrial Goods, which largely comprises KushCo's legacy operations, and Consumer Goods, which largely comprises Greenlane's legacy operations across the United States, Canada, and Europe. Our reportable segments have been identified based on how our chief operating decision maker ("CODM"), which is a committee comprised of our Chief Executive Officer ("CEO") and our Chief Financial Officer ("CFO"), manage our business, make resource allocation and operating decisions, and evaluate operating performance. These changes in operating segments align with how we manage our business as of the fourth quarter of 2021. Segment disclosures within this Form 10-K have been retrospectively restated to reflect the change in segments. See “Note 12—Segment Reporting.” Business Combinations Our business combinations are accounted for under the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations (“ASC 805”). Under the acquisition method, we recognize 100% of the assets we acquire and liabilities we assume, regardless of the percentage we own, at their estimated fair values as of the date of acquisition. Any excess of the purchase price over the fair value of the net assets and other identifiable intangible assets we acquire is recorded as goodwill. To the extent the fair value of the net assets we acquire, including other identifiable assets, exceeds the purchase price, a bargain purchase gain is recognized. The assets we acquire, and liabilities we assume from contingencies, are recognized at fair value if we can readily determine the fair value during the measurement period. The operating results of businesses we acquire are included in our consolidated statement of operations from the date of acquisition. Acquisition-related costs are expensed as incurred. See “Note 3— Business Acquisitions.” Equity-Based Compensation We account for equity-based compensation grants of equity awards to employees in accordance with ASC Topic 718, Compensation — Stock Compensation . This standard requires us to measure compensation expense based on the estimated fair value of share-based awards on the grant date and recognize as expense over the requisite service period, which is generally the vesting period. We estimate the fair value of stock options using the Black-Scholes model on the grant date. The Black-Scholes model requires us to use several variables to estimate the grant-date fair value of our equity-based compensation awards including expected term, expected volatility and risk-free interest rates. Our equity-based compensation costs are recognized using a graded vesting schedule. For liability-classified awards, we record fair value adjustments up to and including the settlement date. Changes in the fair value of our equity-based compensation liability that occur during the requisite service period are recognized as compensation cost over the vesting period. Changes in the fair value of the equity-based compensation liability that occur after the end of the requisite service period but before settlement, are recognized as compensation cost of the period in which the change occurs. We account for forfeitures as they occur. See “Note 10—Compensation Plans.” Loss Contingencies Certain conditions may exist which may result in a loss to us, but which will only be resolved when one or more future events occur or fail to occur. Management assesses such contingent liabilities and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against us, or unasserted claims that may result in such proceedings, we evaluate the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability is estimable, the liability would be accrued in our consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, the nature of the contingent liability, together with an estimate of the range of possible loss, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed. Unasserted claims that are not considered probable of being asserted and those for which an unfavorable outcome is not reasonably possible have not been disclosed. Fair Value Measurements We apply the provisions of ASC Topic 820, Fair Value Measurements , which defines fair value, establishes a framework for its measurement and expands disclosures about fair value measurements. Fair value is defined as the exchange price we would receive for an asset or an exit price we would pay to transfer a liability in the principal, or most advantageous, market for our asset or liability in an orderly transaction with a market participant on the measurement date. We determine the fair market values of our financial instruments based on the fair value hierarchy, which requires us to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The following three levels of inputs may be used to measure fair value: Level 1 Observable inputs such as unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. Level 2 Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The carrying amounts of our financial instruments, including cash, accounts receivable, accounts payable, accrued expenses and short-term debt, are carried at historical cost basis, which approximates their fair values because of their short-term nature. The fair value of our long-term debt is the estimated amount we would have to pay to repurchase the debt, inclusive of any premium or discount attributable to the difference between the stated interest rate and market rate of interest at each balance sheet date. As of December 31, 2021 and 2020, the carrying amount of our long-term debt approximated its fair value. On a recurring basis, we measure and record contingent consideration and our interest-rate swap arrangement using fair value measurements in the accompanying consolidated financial statements. See “Note 4—Fair Value of Financial Instruments.” We also own equity securities of private entities, which do not have readily determinable fair values. We elected to measure these equity securities at cost minus impairment, if any. At each reporting period, we make a qualitative assessment considering impairment indicators to evaluate whether our investment is impaired. The equity securities are adjusted to fair value when an observable price change can be identified. See “Note 4—Fair Value of Financial Instruments.” Cash For purposes of reporting cash flows, we consider cash on hand, checking accounts, and savings accounts to be cash. We also consider all highly-liquid investments with original maturities of three months or less from the date of purchase to be cash equivalents. We place our cash with high credit quality financial institutions, which provide insurance through the Federal Deposit Insurance Company. At times, the balance in our accounts may exceed federal insured limits. We perform periodic evaluations of the relative credit standing of these institutions and do not expect any losses related to such concentrations. As of December 31, 2021, and 2020, approximately $0.7 million and $2.3 million, respectively, of our cash balances were in foreign bank accounts and uninsured. As of December 31, 2021 and 2020, we had no cash equivalents. Accounts Receivable, net Accounts receivable represent amounts due from customers for merchandise sales and are recorded when revenue is earned and are carried at the original invoiced amount less an allowance for any potentially uncollectible amounts. An account is considered past due when payment has not been rendered by its due date based upon the terms of the sale. Generally, accounts receivable are due 30 days after the billing date. We maintain an allowance for doubtful accounts to reserve for potentially uncollectible receivable amounts. In evaluating our ability to collect outstanding receivable balances, we consider various factors including the age of the balance, the creditworthiness of the customer, the customer's current financial condition, current economic conditions, and other factors that may affect our ability to collect from customers. We write off accounts as uncollectible on a case-by-case basis. We pledge accounts receivable as collateral for our Bridge Loan, see “Note 6—Debt.” Inventories, net Inventories consist of finished goods that we value at the lower of cost or net realizable value on a weighted average cost basis for the majority of the inventory. We established an allowance for slow-moving or obsolete inventory based upon assumptions about future demands and market conditions. At December 31, 2021 and 2020, the reserve for obsolescence was approximately $21.3 million and $1.6 million, respectively. We pledge inventory as collateral for our Bridge Loan, see “Note 6— Debt.” Vendor Deposits Vendor deposits represent prepayments we make to vendors for inventory purchases. A significant number of vendors require us to prepay for inventory purchases. Customs Bonds The Company is required to obtain customs bonds to import goods into the United States to provide security for payment of duties, taxes and other fees incurred as a result of importing goods. Customs bonds are included in "Other current assets" in our consolidated balance sheets, see "Note 8 - Supplemental Financial Statement Information." Assets Held for Sale We generally consider assets to be held for sale when (i) we commit to a plan to sell the assets, (ii) the assets are available for immediate sale in their present condition, (iii) we have initiated an active program to locate a buyer and other actions required to complete the plan to sell the assets, (iv) consummation of the planned sale transaction is probable, (v) the assets are being actively marketed for sale at a price that is reasonable in relation to their current fair value, (vi) the transaction is expected to qualify for recognition as a completed sale, within one year, and (vii) significant changes to or withdrawal of the plan is unlikely. Following the classification of any depreciable assets within a disposal group as held for sale, we discontinue depreciating the asset and write down the asset to the lower of carrying value or fair market value less cost to sell, if needed. We completed the sale of approximately $0.7 million of machinery included in "Assets held for sale" during the second quarter of 2021, and we completed the sale of the remaining balance as of December 31, 2021 of $0.1 million in "Assets held for sale" during the first quarter of 2022. We recognized approximately $0.1 million and $0.4 million in impairment charges during the years ended December 31, 2021 and 2020, respectively. Property and Equipment, net We state property and equipment at cost or, if acquired through a business combination, fair value at the date of acquisition. We calculate depreciation and amortization using the straight-line method over the estimated useful lives of the assets, except for our leasehold improvements, which are depreciated over the shorter of their estimated useful lives or their related lease term. Upon the sale or retirement of assets, the cost and related accumulated depreciation are removed from our accounts and the resulting gain or loss is credited or charged to income. We expense costs for repairs and maintenance when incurred. Property and equipment includes assets recorded under finance leases, see “Note 5—Leases.” We pledge property and equipment as collateral for our Bridge Loan, see “Note 6—Long Term Debt.” Impairment of Long-Lived Assets We assess the recoverability of the carrying amount of our long lived-assets, including property and equipment and finite-lived intangibles, whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. An impairment loss would be assessed when estimated undiscounted future cash flows from the operation and disposition of the asset group are less than the carrying amount of the asset group. Asset groups have identifiable cash flows and are largely independent of other asset groups. Measurement of an impairment loss is based on the excess of the carrying amount of the asset group over its fair value. Other than the impairment charge recognized on our assets held for sale as noted above, we did not recognize any other impairment charges for long-lived assets during the years ended December 31, 2021 and 2020. Intangible Assets, net Our intangible assets consist of domain names, intellectual property, distribution agreements, proprietary technology, trademarks and tradenames, customer relationships, and other rights. We amortize intangible assets with finite lives over their estimated useful lives on a straight-line basis. The straight-line method of amortization represents our best estimate of the distribution of the economic value of the identifiable intangible assets. We carry intangible assets with finite lives at cost less accumulated amortization. We assess the recoverability of finite-lived intangible assets in the same manner we do for property and equipment, as described above. For our intangible assets not subject to amortization, we perform an annual impairment assessment during the fourth quarter of each year, or more frequently if indicators of potential impairment exist, to determine whether it is more likely than not that the carrying value of the asset may not be recoverable. If necessary, a quantitative impairment test is performed to compare the fair value of the indefinite-lived intangible asset with its carrying value. Impairments, if any, are based on the excess of the carrying amount over the fair value of the asset. We recognized no impairment charges for intangible assets during the years ended December 31, 2021 and 2020. For additional information about intangible assets, see "Note 3—Business Acquisitions" and "Note 8—Supplemental Financial Statement Information." Investments in Equity Securities Our investments in equity securities measured at fair value on a recurring basis consist of investments in XS Financial Inc. and High Tide Inc. We have determined that our ownership does not provide us with significant influence over the operations of these entities. Accordingly, we account for our investment in these entities as equity securities, and we record changes in the fair value of these investments in "other income (expense), net" in our consolidated statements of operations and comprehensive loss. Our investments in equity securities without readily determinable fair value consist of ownership interests in Airgraft Inc., Sun Grown Packaging, LLC ("Sun Grown") and Vapor Dosing Technologies, Inc. ("VIVA"). We determined that our ownership interests do not provide us with significant influence over the operations of these investments. Accordingly, we account for our investments in these entities as equity securities. Airgraft Inc., Sun Grown, and VIVA are private entities and their equity securities do not have a readily determinable fair value. We elected to measure these securities under the measurement alternative election at cost minus impairment, if any, with adjustments through earnings for observable price changes in orderly transactions for the identical or similar investment of the same issuer. We acquired our investments in Sun Grown and VIVA as part of our merger with KushCo, which we completed in August 2021. We did not identify any fair value adjustments related to these equity securities during the years ended December 31, 2021 and 2020. Investments in equity securities are included within "Other assets" in our consolidated balance sheets. See “Note 4—Fair Value of Financial Instruments.” Goodwill Goodwill represents the excess of the price we paid over the fair value of the net identifiable assets we acquired in business combinations. In accordance with ASC Topic 350, Intangibles—Goodwill and Other , we review goodwill for impairment at the reporting unit level annually or, when events or circumstances dictate, more frequently. The impairment review for goodwill consists of a qualitative assessment of whether it is more-likely-than-not that a reporting unit's fair value is less than its carrying amount, and if necessary, a quantitative goodwill impairment test. Factors to consider when performing the qualitative assessment include general economic conditions, limitations on accessing capital, changes in forecasted operating results and fluctuations in foreign exchange rates. If the qualitative assessment demonstrates that it is more-likely-than-not that the estimated fair value of the reporting unit exceeds its carrying value, it is not necessary to measure and record impairment loss. We may elect to bypass the qualitative assessment and proceed directly to the quantitative assessment, for any reporting unit, in any period. We can resume the qualitative assessment for any reporting unit in any subsequent period. When we perform a quantitative impairment test, we use a combination of an income approach, a discounted cash flow valuation approach, and a market approach, using the guideline public company method, to determine the fair value of each reporting unit, and then compare the fair value to its carrying amount to determine the amount of impairment, if any. If a reporting unit's fair value is less than its carrying amount, we record an impairment charge based on that difference, up to the amount of goodwill allocated to that reporting unit. The quantitative impairment test requires the application of a number of significant assumptions, including estimated projections of future revenue growth rates, EBITDA margins, terminal value growth rates, market multiples, discount rates, and foreign currency exchange rates. The projections of future cash flows used to assess the fair value of the reporting units are based on the internal operation plans reviewed by management. The market multiples are based on comparable public company multiples. The discount rates are based on the risk-free rate of interest and estimated risk premiums for the reporting units at the time the impairment analysis is prepared. The projections of future exchange rates are based on the current exchange rates at the time the projections are prepared. if the fair value of the reporting unit exceeds its carrying value, no further analysis or write-down of goodwill is required. If the fair value of the reporting unit is less than the carrying value of its net assets, the implied fair value value of the reporting unit is allocated to all its underlying assets and liabilities, including both recognized and unrecognized tangible and intangible assets, based on their fair value. If necessary, goodwill is then written down to its implied fair value. For additional information about goodwill, see "Note 3—Business Acquisitions" and "Note 8—Supplemental Financial Statement Information." Vendor Incentives and Rebates Sales incentives we receive in the form of payments from vendors solely to reimburse us for acting as the vendors' agent in redeeming a sales incentive that is between our vendor and our customers and end consumers are included in net sales in the consolidated statements of operations and comprehensive loss. We also have agreements with certain vendors to receive volume rebates which are dependent upon reaching minimum purchase thresholds. When volume rebates can be reasonably estimated and it is probable that minimum purchase thresholds will be met, we record a portion of the rebate when or as we make progress towards the purchase threshold. Amounts received from vendors relating to volume rebates are considered a reduction of the carrying value of our inventory and, therefore, such amounts are ultimately recorded as a reduction of cost of goods sold in the consolidated statements of operations and comprehensive loss. Foreign Currency Translation Our consolidated financial statements are presented in United States (U.S.) dollars. The functional currency of one of the Operating Company’s wholly-owned, Canada-based, subsidiaries is the Canadian dollar. The functional currency of the Operating Company’s wholly-owned, Netherlands-based subsidiary is the Euro. The assets and liabilities of these subsidiaries are translated into U.S. dollars at current exchange rate at each balance sheet date for assets and liabilities and an appropriate average exchange rate for each applicable period within our consolidated statements of operations and comprehensive loss. Capital accounts are translated at their historical exchange rates when the capital transactions occurred. The foreign currency translation adjustments are included in accumulated other comprehensive loss, a separate component of members’/stockholders’ deficit in our consolidated balance sheets. Other exchange gains and losses are reported within our consolidated statements of operations and comprehensive loss. Comprehensive (Loss) Income Comprehensive (loss) income includes net (loss) income as currently reported by us, adjusted for other comprehensive items. Other comprehensive items consist of foreign currency translation gains and losses and unrealized gains and losses on derivative financial instruments that qualify as hedges. Advertising We expense advertising costs as incurred and include them in general and administrative expenses in our consolidated statements of operations and comprehensive loss. Advertising costs were approximately $4.2 million and $3.6 million for the years ended December 31, 2021 and 2020, respectively. Income Taxes We are a corporation subject to income taxes in the United States. Certain subsidiaries of the Operating Company are taxable separately from us. Our proportional share of the Operating Company’s subsidiaries’ provisions are included in our consolidated financial statements. Our deferred income tax assets and liabilities are computed for differences between the tax basis and financial statement amounts that will result in taxable or deductible amounts in the future. We compute deferred balances based on enacted tax laws and applicable rates for the periods in which the differences are expected to affect taxable income. A valuation allowance is recognized for deferred tax assets if it is more likely than not that some portion or all of the net deferred tax assets will not be realized. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If we determine we would be able to realize our deferred tax assets for which a valuation allowance had been recorded, then we would adjust the deferred tax asset valuation allowance, which would reduce our provision for income taxes. We evaluate the tax positions taken on income tax returns that remain open and positions expected to be taken on the current year tax returns to identify uncertain tax positions. Unrecognized tax benefits on uncertain tax positions are recorded on the basis of a two-step process in which (1) we determine whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the largest amount of tax benefit that is more than 50 percent likely to be realized is recognized. Interest and penalties related to unrecognized tax benefits are recorded in income tax benefit. We have no uncertain tax positions that qualify for inclusion in our consolidated financial statements. See “Note 11—Income Taxes.” Tax Receivable Agreement (TRA) We entered into the TRA with the Operating Company and each of the members of the Operating Company that provides for the payment by the Operating Company to the members of 85% of the amount of tax benefits, if any, that we may actually realize (or in some circumstances are deemed to realize) as a result of (i) increases in tax basis resulting from any future redemptions that are funded by us or exchanges of Common Units as described above in “Note 1—Business Operations and Organization” and (ii) certain other tax benefits attributable to payments made under the TRA. We compute annual tax benefits by calculating the income taxes due, including such tax benefits, and the income taxes due without such benefits. The Operating Company expects to benefit from the remaining 15% of any tax benefits that it may actually realize. The TRA payments are not conditioned upon any continued ownership interest in the Operating Company. The rights of each noncontrolling interest holder under the TRA are assignable to transferees of its interest in the Operating Company. The timing and amount of aggregate payments due under the TRA may vary based on a number of factors, including the amount and timing of the taxable income the Operating Company generates each year and the applicable tax rate. We periodically evaluate the realizability of the deferred tax assets resulting from the exchange of Common Units for our Class A common stock. If the deferred tax assets are determined to be realizable, we then assess whether payment of amounts under the TRA have become probable. If so, we record a TRA liability equal to 85% of such deferred tax assets. In subsequent periods, we assess the realizability of all of deferred tax assets subject to the TRA. If we determine that a deferred tax asset with a valuation allowance is realizable in a subsequent period, the related valuation allowance will be released and consideration of a corresponding TRA liability will be assessed. The realizability of deferred tax assets, including those subject to the TRA, is dependent upon the generation of future taxable income during the periods in which those deferred tax assets become deductible and consideration of prudent and feasible tax-planning strategies. The measurement of the TRA is accounted for as a contingent liability. Therefore, once we determine that a payment to a member of the Operating Company has become probable and can be estimated, the estimated payment will be accrued. See “Note 11—Income Taxes.” Revenue Recognition Revenue is recognized when customers obtain control of goods and services promised by us. Revenue is measured based on the amount of consideration that we expect to receive in exchange for those goods or services, reduced by promotional discounts and estimates for return allowances and refunds. Taxes collected from customers for remittance to governmental authorities are exclude |
Business Acquisitions
Business Acquisitions | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Acquisitions | BUSINESS ACQUISITIONS Eyce On March 2, 2021, we acquired substantially all the assets of Eyce LLC ("Eyce"), a designer and manufacturer of silicon pipes, bubblers, rigs, and other smoking and vaporization-related accessories and merchandise. We acquired Eyce to take advantage of expected synergies, which include increased margins from the direct integration of one of our top-selling product lines into our offerings of Greenlane Brand products (as defined below) and the enlistment of key talent in Eyce's founding owners. We accounted for the Eyce acquisition as a business combination under the acquisition method under ASC Topic 805, Business Combinations . Eyce has been consolidated in our consolidated financial statements commencing on March 2, 2021, the date of acquisition. The purchase price for the Eyce acquisition was allocated based on estimates of the fair value of net assets acquired at the acquisition date, with the excess allocated to goodwill. The total purchase consideration for the Eyce acquisition consisted of the following: (in thousands) Purchase Consideration Cash $ 2,403 Class A common stock 2,005 Promissory note 2,503 Contingent consideration - payable in cash 914 Contingent consideration - payable in Class A common stock 914 Total purchase consideration $ 8,739 During the year ended December 31, 2021, we recognized approximately $0.3 million in Eyce acquisition-related costs, which were included within "general and administrative" expenses in our consolidated statement of operations and comprehensive loss. The Eyce contingent consideration arrangement requires us to make contingent payments based on the achievement of certain revenue and EBITDA performance targets for the year ended December 31, 2021 (the "2021 Contingent Payment"), as well as the year ending December 31, 2022 (the "2022 Contingent Payment"), as set forth in the acquisition agreement. We estimated the fair value of the contingent consideration by using a Monte Carlo simulation that includes significant unobservable inputs such as the risk-free rate, risk -adjusted discount rate, the volatility of the underlying financial metrics and projected financial forecast of the acquired business over the earn-out period. The 2021 Contingent Payment was earned as of December 31, 2021, and the related liability of $1.8 million was included within "Accrued expenses and other current liabilities" on our consolidated balance sheet. As partial consideration for Eyce’s attainment of the financial benchmarks related to the 2021 Contingent Payment, we issued 795,523 shares of our Class A common stock on January 14, 2022 to Eyce and certain of its affiliates. See “Note 4—Fair Value of Financial Instruments” for additional details related to the Eyce contingent consideration arrangement. As a result of additional information obtained about facts and circumstances that existed as of the acquisition date, we calculated an adjustment to the purchase price related to the estimated fair value of contingent consideration issued, and recorded a measurement period adjustment during the second quarter of 2021. The following table summarizes the purchase price allocation and the estimated fair value of the net assets acquired at the date of acquisition. (in thousands) Estimated Fair Value Measurement Period Adjustments Estimated Fair Value as of Acquisition Date Inventory $ 92 $ — $ 92 Developed technology 1,738 — 1,738 Trade name 1,294 — 1,294 Customer relationships 165 — 165 Goodwill 4,840 610 5,450 Total purchase consideration $ 8,129 $ 610 $ 8,739 Goodwill generated from the Eyce acquisition is primarily related to the value we placed on expected business synergies. We anticipate that the goodwill recognized will be deductible for income tax purposes. Merger with KushCo On August 31, 2021, we completed our previously announced merger with KushCo pursuant to the terms of the Merger Agreement dated as of March, 31, 2021. Greenlane’s merger with KushCo created a leading ancillary cannabis products and services company. The combined company serves a broad range of customers, which includes many of the leading MSOs and LPs, the top smoke shops in the United States, and millions of consumers globally. Pursuant to the Merger Agreement, Merger Sub Gotham 1, LLC, our wholly owned subsidiary (“Merger Sub 1”), merged with KushCo (the “Initial Surviving Corporation”) (“Merger 1”) and then the Initial Surviving Corporation was merged with and into Merger Sub Gotham 2, LLC, our wholly owned subsidiary (“Merger Sub 2”), with Merger Sub 2 as the surviving limited liability company and a wholly owned subsidiary of Greenlane (“Merger 2,” and together with Merger 1, the “Mergers”). At the effective time of the Mergers, each KushCo stockholder received 0.3016 shares of Class A common stock, as determined pursuant to the exchange ratio formula set forth in the Merger Agreement (the “Exchange Ratio”), for each share of KushCo’s common stock, $0.001 par value per share (“KushCo common stock”), issued and outstanding immediately prior to the effective time of the Mergers, with cash paid for any fractional shares that a KushCo stockholder would have otherwise been entitled to receive. Immediately following the Mergers, stockholders that held Greenlane common stock prior to the completion of the Mergers owned 51.9% and former KushCo stockholders owned 48.1% of the equity of the combined company on a fully diluted basis. Pursuant to the Merger Agreement, immediately prior to the consummation of the Mergers, holders of Class C common stock received one-third of one share of Class B common stock for each share of Class C common stock held immediately prior to the closing of the Mergers, and Greenlane adopted the A&R Charter, which eliminated Class C common stock as a class of Greenlane’s capital stock. Treatment of KushCo Equity Awards At the effective time of the Mergers, options to purchase shares of KushCo common stock (“KushCo options”) were treated as follows: • Each KushCo option that was outstanding immediately prior to the Merger 1 effective time, whether or not then vested or exercisable (but after taking into account any acceleration or vesting as provided under the KushCo equity plan covering such option), was converted into an option to purchase, on the same terms and conditions that applied to such KushCo option immediately prior to the Merger 1 effective time, (A) that number of shares of Class A common stock, rounded down to the nearest whole share, determined by multiplying (1) the total number of KushCo shares subject to such KushCo option immediately prior to the Merger 1 effective time by (2) the Exchange Ratio, (B) at a per-share exercise price, rounded up to the nearest whole cent, determined by dividing (1) the exercise price per share covered by such KushCo option immediately prior to the Merger 1 effective time by (2) the Exchange Ratio; • Greenlane assumed the sponsorship of the KushCo Holdings, Inc. 2016 Stock Incentive Plan covering such KushCo options (the “KushCo Equity Plan”), and all references to KushCo therein were deemed references to Greenlane and all references to shares of KushCo common stock therein were deemed references to Class A common stock; and • Each KushCo restricted stock unit (a “KushCo RSU”) that was then held and remained outstanding immediately prior to the Merger 1 effective time accelerated and became vested in full in accordance with the terms of the KushCo equity plan covering such KushCo RSUs and each such KushCo RSU was immediately settled and treated in the same manner as shares of KushCo common stock in the Mergers. Effect of Merger 1 on KushCo Warrants Additionally, each warrant to purchase one or more shares of KushCo common stock (a “KushCo Warrant”), whether exercisable or not, was converted into a warrant to purchase Class A common stock. Greenlane assumed each such KushCo Warrant in accordance with its terms (the “Assumed Warrants”). With respect to the Assumed Warrants: (i) the Assumed Warrants are exercisable solely for shares of Class A common stock; (ii) the number of shares of Class A common stock subject to such Assumed Warrants is equal to the number of shares of KushCo common stock subject to such Assumed Warrants as of immediately prior to the effective time of Merger 1 multiplied by the Exchange Ratio, rounded up to the nearest whole share; and (iii) the per share exercise price under each such Assumed Warrant was adjusted by dividing the per share exercise price under such Assumed Warrant by the Exchange Ratio and rounding up to the nearest cent. Estimated Purchase Consideration and Preliminary Purchase Price Allocation We accounted for the KushCo acquisition as a business combination under the acquisition method under ASC Topic 805, Business Combinations . KushCo has been consolidated in our consolidated financial statements commencing on August 31, 2021, the date of acquisition. The initial accounting for the acquisition, including the purchase price allocation, is preliminary pending completion of the fair value analyses of the replacement warrants and replaced equity compensation awards, as well as pending completion of the fair value analyses of assets acquired and liabilities assumed. We allocated the purchase price to the net identifiable tangible and intangible assets acquired and liabilities assumed based on their preliminary estimated fair values as of the date of acquisition. The excess of the purchase price over the estimated fair value of the net assets and liabilities was allocated to goodwill. We determined the preliminary estimated fair values after review and consideration of relevant information as of the acquisition date, including discounted cash flows, quoted market prices and estimates made by management. The fair values assigned to tangible and intangible assets acquired and liabilities assumed are preliminary based on management's estimates and assumptions and may be subject to change as additional information is received. We expect to finalize the valuation as soon as practicable, but not later than one year from the acquisition date. The total estimated purchase consideration for the KushCo acquisition consisted of the following: (in thousands) Purchase Consideration Class A common stock (1) $ 123,491 Estimated fair value of assumed warrants 8,423 Estimated fair value of replaced equity awards 4,759 Greenlane cash payments on behalf of KushCo (2) 12,183 Total purchase consideration $ 148,856 (1) Based on approximately 48.8 million shares of Greenlane Class A common stock issued, multiplied by the closing price per share of Greenlane Class A common stock on Nasdaq on August 31, 2021, the acquisition date, of $2.54. (2) Represents cash paid by Greenlane on the acquisition date to extinguish certain debt and other liabilities of KushCo, which were not legally assumed by Greenlane. The following table summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition date based on the preliminary purchase price allocation (in thousands): (in thousands) Estimated Fair Value Measurement Period Adjustments Estimated Fair Value as of Acquisition Date Assets acquired Cash $ 2,302 $ — $ 2,302 Accounts receivable 7,110 — 7,110 Inventories 35,112 — 35,112 Vendor deposits 7,011 — 7,011 Other current assets 8,111 — 8,111 Property and equipment 6,200 — 6,200 Operating lease right-of-use assets 7,581 — 7,581 Other assets 2,896 — 2,896 Intangible assets - customer relationships 39,500 — 39,500 Intangible assets - trademarks 29,500 — 29,500 Intangible assets - proprietary design library 3,100 — 3,100 Goodwill 24,314 19 24,333 Total estimated assets acquired 172,737 19 172,756 Liabilities assumed Accounts payable 5,876 5,876 Accrued expenses and other current liabilities 6,496 19 6,515 Customer deposits 3,934 3,934 Operating lease liabilities 7,575 7,575 Total estimated liabilities assumed 23,881 19 23,900 Total estimated purchase price and consideration transferred in the merger $ 148,856 $ — $ 148,856 Goodwill generated from the KushCo acquisition is primarily related to the value we placed on expected business synergies. We anticipate that the goodwill recognized will not be deductible for income tax purposes. During the year ended December 31, 2021, we recognized transaction costs of approximately $7.8 million in connection with the Mergers, consisting primarily of advisory, legal, valuation and accounting fees, which were recorded in "general and administrative expenses" in the accompanying consolidated statement of operations and comprehensive loss. DaVinci On November 29, 2021, we acquired substantially all the assets of Organicix, LLC (d/b/a and hereinafter referred to as “DaVinci”), a leading developer and manufacturer of premium portable vaporizers. We acquired DaVinci to take advantage of expected synergies, which include increased margins and significant enhancement of our offerings of Greenlane Brands products (as defined below) the enlistment of key talent in DaVinci's founders. We accounted for the DaVinci acquisition as a business combination under the acquisition method under ASC Topic 805, Business Combinations . DaVinci has been consolidated in our consolidated financial statements commencing on November 29, 2021, the date of acquisition. The initial accounting for the acquisition, including the purchase price allocation, is preliminary pending completion of the fair value analyses of contingent consideration, as well as pending completion of the fair value analyses of assets acquired and liabilities assumed. We allocated the purchase price to the net identifiable tangible and intangible assets acquired and liabilities assumed based on their preliminary estimated fair values as of the date of acquisition. The excess of the purchase price over the estimated fair value of the net assets and liabilities was allocated to goodwill. We determined the preliminary estimated fair values after review and consideration of relevant information as of the acquisition date, including discounted cash flows, quoted market prices and estimated made by management. The fair values assigned to tangible and intangible assets acquired and liabilities assumed are preliminary based on management's estimates and assumptions and may be subject to change as additional information is received. We expect to finalize the valuation as soon as practicable, but not later than one year from the acquisition date. The total purchase consideration for the DaVinci acquisition consisted of the following: (in thousands) Purchase Consideration Cash $ 3,362 Class A common stock 3,282 Promissory note 5,000 2021 DaVinci Contingent Payment - payable in Class A common stock 2,610 Product Launch Contingent Payment - payable in cash 1,169 Product Launch Contingent Payment - payable in Class A common stock 1,062 Total purchase consideration $ 16,485 During the year ended December 31, 2021, we recognized approximately $0.3 million in DaVinci acquisition-related costs, which were included within "general and administrative" expenses in our consolidated statement of operations and comprehensive loss. The DaVinci contingent consideration arrangement requires us to make contingent payments, including: (1) the 2021 Contingent Payment, which is based on the achievement of certain financial benchmarks measured during the period January 1, 2021 and December 31, 2021, and is payable in shares of our Class A common stock, and (2) Product Launch Contingent Payments, which are payable in cash and shares of our Class A common stock. The 2021 DaVinci Contingent Payment was earned as of December 31, 2021, based upon which the we issued 3,030,304 shares of Class A Common Stock on February 25, 2022 to DaVinci and certain of its affiliates. The estimated fair value of the 2021 DaVinci Contingent Payment as of the acquisition date reflects a discount for lack of marketability, as the Class A common stock issued to the sellers has a restriction period. We estimated the fair value of the Product Launch Contingent Payments using a form of the scenario-based method, which includes significant unobservable inputs such management's identification of probability-weighted outcomes and a risk-adjusted discount rate over the earn-out period. The following table summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition date based on the preliminary purchase price allocation (in thousands): (in thousands) Estimated Fair Value as of Acquisition Date Assets acquired Accounts receivable $ 94 Inventories 1,444 Vendor deposits 132 Property and equipment 112 Intangible assets - customer relationships 1,362 Intangible assets - tradenames 2,316 Intangible assets - developed technology 2,195 Goodwill 9,052 Total estimated assets acquired 16,707 Liabilities assumed Accounts payable 59 Accrued expenses and other current liabilities 123 Customer deposits 40 Total estimated liabilities assumed 222 Total estimated purchase price and consideration transferred $ 16,485 Goodwill generated from the DaVinci acquisition is primarily related to the value we placed on expected business synergies. We anticipate that the goodwill recognized will be deductible for income tax purposes. Supplemental Unaudited Pro Forma Financial Information The following table presents pro forma results for the year ended December 31, 2021 as if our acquisition of Eyce and DaVinci, along with the closing of the merger with KushCo, had occurred on January 1, 2020, and Eyce, DaVinci, and KushCo's results had been included in our consolidated results beginning on that date (in thousands): For the year ended 2021 2020 (unaudited) Net sales $ 248,691 $ 258,891 Cost of sales 221,710 223,582 Gross profit 26,981 35,309 Net loss $ (102,685) $ (116,444) The pro forma amounts have been calculated after applying our accounting policies to the financial statements of Eyce and KushCo and adjusting the combined results of Greenlane, Eyce, DaVinci and KushCo (a) to remove Eyce and DaVinci product sales to us and to remove the cost incurred by us related to products purchased from Eyce and DaVinci prior to the acquisition, and (b) to reflect the increased amortization expense that would have been charged assuming intangible assets identified in the acquisitions of Eyce, DaVinci, and KushCo had been recorded on January 1, 2020. The impact of the Eyce and DaVinci acquisition and the KushCo merger on the actual results reported by us in subsequent periods may differ significantly from that reflected in this pro forma information for a number of reasons, including but not limited to, non-achievement of the expected synergies from these combinations and changes in the regulatory environment. As a result, the pro forma information is not necessarily indicative of what our financial condition or results of operations would have been had the acquisitions been completed on the applicable date of this pro forma financial information. In addition, the pro forma financial information does not purport to project our future financial condition and results of operations. Supplemental Information of Operating Results "Net sales" in the consolidated statement of operations and comprehensive loss for the year ended December 31, 2021 includes approximately $5.2 million, $0.7 million, and $43.5 million of net sales contributed by Eyce, DaVinci and KushCo, respectively, since the date of the acquisition. Eyce, DaVinci, and KushCo's operating activities have been integrated with other existing subsidiaries of the Operating Company, and as such, the identification of post-acquisition "net loss" is impracticable for the year ended December 31, 2021. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | FAIR VALUE OF FINANCIAL INSTRUMENTS Assets and Liabilities that are Measured at Fair Value on a Recurring Basis The carrying amounts for certain of our financial instruments, including cash, accounts receivable, accounts payable and certain accrued expenses and other assets and liabilities, approximate fair value due to the short-term nature of these instruments. As of December 31, 2021, we had equity securities, an interest rate swap contract and contingent consideration that are required to be measured at fair value on a recurring basis. Our equity securities consist of investments in XS Financial Inc. and High Tide Inc. We have determined that our ownership does not provide us with significant influence over the operations of these entities. Accordingly, we account for our investment in these entities as equity securities, and we record changes in the fair value of these investments in "other income (expense), net" in our consolidated statements of operations and comprehensive loss. Our financial instruments measured at fair value on a recurring basis were as follows at the dates indicated: Consolidated Fair Value at December 31, 2021 (in thousands) Level 1 Level 2 Level 3 Total Assets: Equity securities Other assets $ 1,919 $ — $ — $ 1,919 Total Assets $ 1,919 $ — $ — $ 1,919 Liabilities: Interest rate swap contract Other liabilities $ — $ 288 $ — $ 288 Contingent consideration - current Accrued expenses and other current liabilities — — 5,641 5,641 Contingent consideration - long-term Other long-term liabilities — — 1,216 1,216 Total Liabilities $ — $ 288 $ 6,857 $ 7,145 Consolidated Fair Value at December 31, 2020 (in thousands) Level 1 Level 2 Level 3 Total Liabilities: Interest rate swap contract Other long-term liabilities $ — $ 665 $ — $ 665 Total Liabilities $ — $ 665 $ — $ 665 The estimated fair values of our financial instruments have been determined using available market information and what we believe to be appropriate valuation methodologies. There were no transfers between Level 1 and Level 2 and no transfers to or from Level 3 of the fair value hierarchy during the years ended December 31, 2021 and 2020. Derivative Instrument and Hedging Activity On July 11, 2019, we entered into an interest rate swap contract to manage our risk associated with the interest rate fluctuations on the Company's floating rate Real Estate Note. The counterparty to this instrument is a reputable financial institution. The interest rate swap contract is entered into for periods consistent with the related underlying exposure and does not constitute a position independent of this exposure. Our interest rate swap contract was designated as a cash flow hedge at the inception date, and is reflected at its fair value in our consolidated balance sheet. The fair value of our interest rate swap liability is determined based on the present value of expected future cash flows. Since our interest rate swap value is based on the LIBOR forward curve and credit default swap rates, which are observable at commonly quoted intervals for the full term of the swap, it is considered a Level 2 measurement. Details of the outstanding swap contract as of December 31, 2021, which is a pay fixed and receive floating contract, is as follows: Swap Maturity Notional Value Pay Fixed Rate Receive Floating Rate Floating Rate October 1, 2025 $ 7,958 2.0775 % One-Month LIBOR Monthly We performed an initial qualitative assessment of hedge effectiveness using the hypothetical derivative method in the period in which the hedging transaction was entered, as the critical terms of the hypothetical derivative and the hedging instrument were the same. On a quarterly basis, we perform a qualitative analysis for quarterly prospective and retrospective assessments of hedge effectiveness. The unrealized loss on the derivative instrument is included within "Other comprehensive income (loss)" in our consolidated statement of operations and comprehensive loss. There was no measure of hedge ineffectiveness and no reclassifications from other comprehensive loss into interest expense for the years ended December 31, 2021 and 2020. Contingent Consideration Each period we revalue our contingent consideration obligations associated with business acquisitions to their fair value. The estimate of the fair value of contingent consideration is determined by applying a risk-neutral framework using a Monte Carlo Simulation, which includes inputs not observable in the market, such as the risk-free rate, risk-adjusted discount rate, the volatility of the underlying financial metrics and projected financial forecast of the acquired business over the earn-out period, and therefore represents a Level 3 measurement. Significant increases or decreases in these inputs could result in a significantly lower or higher fair value measurement of the contingent consideration liability. Changes in the fair value of contingent consideration are included within "Other income (expense), net" in our consolidated statements of operations and comprehensive loss. A reconciliation of our liabilities that are measured and recorded at fair value on a recurring basis using significant unobservable inputs (Level 3) for the years ended December 31, 2021 and 2020 is as follows: (in thousands) Contingent Consideration Balance at December 31, 2019 $ 1,568 Foreign currency translation adjustments (14) Payment of contingent consideration (835) Gain from fair value adjustments included in results of operations (719) Balance at December 31, 2020 — Contingent consideration issued for Eyce acquisition 1,828 Contingent consideration issued for DaVinci acquisition 4,840 Loss from fair value adjustments included in results of operations 189 Balance at December 31, 2021 $ 6,857 Equity Securities Without a Readily Determinable Fair Value Our investment in equity securities without readily determinable fair value consist of ownership interests in Airgraft Inc., Sun Grown Packaging, LLC ("Sun Grown") and Vapor Dosing Technologies, Inc. ("VIVA"). We determined that our ownership interests do not provide us with significant influence over the operations of these investments. Accordingly, we account for our investments in these entities as equity securities. Airgraft Inc., Sun Grown, and VIVA are private entities and their equity securities do not have a readily determinable fair value. We elected to measure these security under the measurement alternative election at cost minus impairment, if any, with adjustments through earnings for observable price changes in orderly transactions for the identical or similar investment of the same issuer. We acquired our investments in Sun Grown and VIVA as part of our merger with KushCo, which we completed in August 2021. We did not identify any fair value adjustments related to these equity securities during the years ended December 31, 2021 and 2020. As of December 31, 2021 and 2020, the carrying value of our investment in equity securities without a readily determinable fair value was approximately $2.5 million and $2.0 million, respectively, included within "Other assets" in our consolidated balance sheets. The carrying value included a fair value adjustment of $1.5 million based on an observable price change recognized during the year ended December 31, 2019. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | LEASES Greenlane as a Lessee As of December 31, 2021, we had facilities financed under operating leases consisting of warehouses, offices, and retail stores, with lease term expirations between 2022 and 2027. Lease terms are generally three During the year ended December 31, 2020, we took steps to optimize our distribution network, transitioning to a more streamlined network with fewer, centrally-located, highly automated facilities. Accordingly, we entered into service agreements with third-party logistics ("3PL") companies in the United States and Canada to handle the bulk of the North American supply chain needs, and entered into an agreement for a California-based facility. As of December 31, 2020, we have successfully transferred, subleased or terminated leases for our Jacksonville, FL, Torrance, CA, Visalia, CA, and B.C Canada distribution centers. With regard to our retail locations, we entered into a new operating lease agreement for a new retail store location in Barcelona, Spain, and we permanently closed our Ponce City Market retail location. During the year ended December 31, 2020, we recorded approximately $1.7 million in charges related to the closures above, comprised of $1.3 million related to right-of-use asset impairments, $0.1 million related to impairments of leasehold improvements, and a lease cancellation fee of approximately $0.3 million. These charges were offset by the derecognition of the associated operating lease liabilities of approximately $1.4 million, recorded within "general and administrative expenses" in our consolidated statement of operations and comprehensive loss. The following table provides details of our future minimum lease payments under finance and operating lease liabilities recorded in our consolidated balance sheet as of December 31, 2021. The table below does not include commitments that are contingent on events or other factors that are currently uncertain or unknown. (in thousands) Finance Operating Leases Total 2022 $ 127 $ 3,330 $ 3,457 2023 107 2,816 2,923 2024 19 1,994 2,013 2025 — 1,382 1,382 2026 — 155 155 Thereafter — 4 4 Total minimum lease payments 253 9,681 9,934 Less: imputed interest 12 448 460 Present value of minimum lease payments 241 9,233 9,474 Less: current portion 169 3,091 3,260 Long-term portion $ 72 $ 6,142 $ 6,214 Rent expense under operating leases was approximately $2.0 million and $1.6 million for the years ended December 31, 2021 and 2020, respectively. The majority of our finance lease obligations relate to leased warehouse equipment. Payments under our finance lease agreements are fixed for terms ranging from three property and equipment, net The following expenses related to our finance and operating leases were included in "general and administrative expenses" within our consolidated statements of operations and comprehensive loss for the years ended December 31, 2021 and 2020: (in thousands) December 31, December 31, 2020 Finance lease cost Amortization of leased assets $ 74 $ 142 Interest of lease liabilities 12 18 Operating lease costs Operating lease cost 1,593 1,383 Variable lease cost 385 255 Total lease cost $ 2,064 $ 1,798 The table below presents lease-related terms and discount rates as of December 31, 2021: December 31, Weighted average remaining lease terms Operating leases 3.3 years Finance leases 1.9 years Weighted average discount rate Operating leases 2.6 % Finance leases 3.9 % Greenlane as a Lessor We have five operating leases for office space leased to third-party tenants in our corporate headquarters building in Boca Raton, Florida and one sublease in California. For the years ended December 31, 2021 and 2020, respectively, we recorded approximately $0.8 million and $0.6 million in rental income related to these operating leases, which we included within “Other income, net” in our consolidated statements of operations and comprehensive loss. The following table represents the maturity analysis of undiscounted cash flows related to lease payments, which we expect to receive from our existing operating lease agreements with tenants: Rental Income (in thousands) 2022 $ 728 2023 461 2024 77 2025 53 Thereafter — Total $ 1,319 |
Leases | LEASES Greenlane as a Lessee As of December 31, 2021, we had facilities financed under operating leases consisting of warehouses, offices, and retail stores, with lease term expirations between 2022 and 2027. Lease terms are generally three During the year ended December 31, 2020, we took steps to optimize our distribution network, transitioning to a more streamlined network with fewer, centrally-located, highly automated facilities. Accordingly, we entered into service agreements with third-party logistics ("3PL") companies in the United States and Canada to handle the bulk of the North American supply chain needs, and entered into an agreement for a California-based facility. As of December 31, 2020, we have successfully transferred, subleased or terminated leases for our Jacksonville, FL, Torrance, CA, Visalia, CA, and B.C Canada distribution centers. With regard to our retail locations, we entered into a new operating lease agreement for a new retail store location in Barcelona, Spain, and we permanently closed our Ponce City Market retail location. During the year ended December 31, 2020, we recorded approximately $1.7 million in charges related to the closures above, comprised of $1.3 million related to right-of-use asset impairments, $0.1 million related to impairments of leasehold improvements, and a lease cancellation fee of approximately $0.3 million. These charges were offset by the derecognition of the associated operating lease liabilities of approximately $1.4 million, recorded within "general and administrative expenses" in our consolidated statement of operations and comprehensive loss. The following table provides details of our future minimum lease payments under finance and operating lease liabilities recorded in our consolidated balance sheet as of December 31, 2021. The table below does not include commitments that are contingent on events or other factors that are currently uncertain or unknown. (in thousands) Finance Operating Leases Total 2022 $ 127 $ 3,330 $ 3,457 2023 107 2,816 2,923 2024 19 1,994 2,013 2025 — 1,382 1,382 2026 — 155 155 Thereafter — 4 4 Total minimum lease payments 253 9,681 9,934 Less: imputed interest 12 448 460 Present value of minimum lease payments 241 9,233 9,474 Less: current portion 169 3,091 3,260 Long-term portion $ 72 $ 6,142 $ 6,214 Rent expense under operating leases was approximately $2.0 million and $1.6 million for the years ended December 31, 2021 and 2020, respectively. The majority of our finance lease obligations relate to leased warehouse equipment. Payments under our finance lease agreements are fixed for terms ranging from three property and equipment, net The following expenses related to our finance and operating leases were included in "general and administrative expenses" within our consolidated statements of operations and comprehensive loss for the years ended December 31, 2021 and 2020: (in thousands) December 31, December 31, 2020 Finance lease cost Amortization of leased assets $ 74 $ 142 Interest of lease liabilities 12 18 Operating lease costs Operating lease cost 1,593 1,383 Variable lease cost 385 255 Total lease cost $ 2,064 $ 1,798 The table below presents lease-related terms and discount rates as of December 31, 2021: December 31, Weighted average remaining lease terms Operating leases 3.3 years Finance leases 1.9 years Weighted average discount rate Operating leases 2.6 % Finance leases 3.9 % Greenlane as a Lessor We have five operating leases for office space leased to third-party tenants in our corporate headquarters building in Boca Raton, Florida and one sublease in California. For the years ended December 31, 2021 and 2020, respectively, we recorded approximately $0.8 million and $0.6 million in rental income related to these operating leases, which we included within “Other income, net” in our consolidated statements of operations and comprehensive loss. The following table represents the maturity analysis of undiscounted cash flows related to lease payments, which we expect to receive from our existing operating lease agreements with tenants: Rental Income (in thousands) 2022 $ 728 2023 461 2024 77 2025 53 Thereafter — Total $ 1,319 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | DEBT Our debt balance, excluding operating lease liabilities and finance lease liabilities, consisted of the following amounts at the dates indicated: (in thousands) December 31, 2021 December 31, 2020 Real Estate Note $ 7,958 $ 8,125 Bridge Loan 8,000 — DaVinci Promissory Note 5,000 — Eyce Promissory Note 1,592 — 22,550 8,125 Less unamortized debt issuance costs (328) (99) Less current portion of debt (11,615) (182) Debt, net, excluding operating leases and finance leases $ 10,607 $ 7,844 Real Estate Note On October 1, 2018, one of the Operating Company’s wholly-owned subsidiaries financed the purchase of a building which serves as our corporate headquarters through a real estate term note (the “Real Estate Note”) in the principal amount of $8.5 million. Principal payments plus accrued interest at a rate of one-month LIBOR plus 2.39% are due monthly, with a final payment of all remaining outstanding principal and accrued interest due in October 2025. Our obligations under the Real Estate Note are secured by a mortgage on the property. The Real Estate Note contains customary covenants and restrictions, including, without limitation, covenants that require us to comply with laws, restrictions on our ability to incur additional indebtedness, and various customary remedies for the lender following an event of default, including the acceleration of repayment of outstanding amounts under the Real Estate Note and execution upon the collateral securing obligations under the Real Estate Note. As of December 31, 2021, we were in compliance with the Real Estate Note covenants. Our Real Estate Note is subject to an interest rate swap contract, see “Note 4—Fair Value of Financial Instruments.” One-month LIBOR is expected to be discontinued and replaced after June 2023 and the credit facility has a maturity date beyond that time. There can be no assurances as to what the alternative base rate will be once one-month LIBOR is discontinued, and we can provide no assurances whether that base rate will be more or less favorable than LIBOR. We intend to monitor the developments with respect to the phasing out of one-month LIBOR and work with our lenders to ensure that any transition away from one-month LIBOR will have minimal impact on our financial condition but can provide no assurances regarding the impact of LIBOR discontinuation. Eyce Promissory Note In March 2021, one of the Operating Company's wholly-owned subsidiaries financed the acquisition of Eyce through the issuance of an unsecured promissory note (the "Eyce Promissory Note") in the principal amount of $2.5 million. Principal payments plus accrued interest at a rate of 4.5% are due quarterly through April 2023. DaVinci Promissory Note In November 2021, one of the Operating Company's wholly-owned subsidiaries financed the acquisition of DaVinci through the issuance of an unsecured promissory note (the "DaVinci Promissory Note") in the principal amount of $5.0 million. Principal payments plus accrued interest at a rate of 4.0% are due quarterly through October 2023. Bridge Loan In December 2021, we entered into a Secured Promissory Note with Aaron LoCascio, our co-founder, former Chief Executive Officer and President, and a current director of the Company, in which Mr. LoCascio provided us with a bridge loan in the principal amount of $8.0 million (the “Bridge Loan”). Accrued interest at a rate of 15.0% is due monthly, and principal amount is due in full in June 2022. We incurred $0.3 million of debt issuance costs related to the Bridge Loan, which are recorded as a direct deduction from the carrying amount of the Bridge Loan, and which will continue to be amortized over the term of the Bridge Loan through interest expense. The Bridge Loan is secured by a continuing security interest in all of our assets and properties whether then or thereafter existing or required, including our inventory and receivables (as defined under the Universal Commercial Code) and includes negative covenants restricting our ability to incur further indebtedness and engage in certain asset dispositions until the earlier of June 30, 2022 or the Bridge Loan has been fully repaid. Future Minimum Principal Payments The following table summarizes future scheduled minimum principal payments of debt at December 2021. Future debt principal payments are presented based upon the stated maturity dates in the respective debt agreement. Year Ending December 31, (in thousands) 2022 2023 2024 2025 2026 Total Real Estate Note $ 208 $ 203 $ 215 $ 7,332 $ — $ 7,958 Bridge Loan 8,000 — — — — 8,000 DaVinci Promissory Note 2,462 2,538 — — — 5,000 Eyce Promissory Note 945 647 — — — 1,592 Total $ 11,615 $ 3,388 $ 215 $ 7,332 $ — $ 22,550 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES Legal Proceedings In the ordinary course of business, we are involved in various legal proceedings involving a variety of matters. We do not believe there are any pending legal proceedings that will have a material adverse effect on our business, consolidated financial position, results of operations, or cash flows. However, the outcome of such legal matters is inherently unpredictable and subject to significant uncertainties. We have not taken any reserves for litigation for the year ended December 31, 2021. Other Contingencies We are potentially subject to claims related to various non-income taxes (such as sales, value added, consumption, and similar taxes) from various tax authorities, including in jurisdictions in which we already collect and remit such taxes. If the relevant taxing authorities were successfully to pursue these claims, we could be subject to significant additional tax liabilities. See "Note 5—Leases" for details of our future minimum lease payments under finance lease liabilities and operating lease liabilities. See "Note 11—Incomes Taxes" for information regarding income tax contingencies. |
Supplemental Financial Statemen
Supplemental Financial Statement Information | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Supplemental Financial Statement Information | SUPPLEMENTAL FINANCIAL STATEMENT INFORMATION Other Current Assets The following table summarizes the composition of other current assets as of the dates indicated: (in thousands) December 31, 2021 December 31, 2020 Other current assets: VAT refund receivable $ 143 $ 4,391 Prepaid expenses 2,726 1,542 Indemnification receivable, net 122 921 Customs bonds 4,550 300 Other 4,118 3,738 $ 11,658 $ 10,892 Property and Equipment, Net The following is a summary of our property and equipment, at costs less accumulated depreciation and amortization: As of December 31, Estimated useful life (in thousands) 2021 2020 Furniture, equipment and software (includes $0.4 million and $0.6 million under finance leases as of December 31, 2021 and 2020, respectively) $ 8,478 $ 2,978 3 - 7 years Personal property 1,130 1,130 5 years Leasehold improvements 1,562 844 Lesser of lease term or 5 years Building 8,128 8,088 39 years Land 691 691 Land improvements 601 601 15 years Work in process 4,871 633 25,461 14,965 Less: accumulated depreciation (includes $0.1 million under finance leases as of December 31, 2021 and 2020) 4,610 2,764 Property and equipment, net $ 20,851 $ 12,201 Depreciation expense for property and equipment (excluding assets recorded under finance leases) for the years ended December 31, 2021 and 2020 was approximately $2.1 million and $1.1 million, respectively. Intangible Assets, Net Identified intangible assets consisted of the following at the dates indicated below: December 31, 2021 (in thousands) Gross carrying Accumulated Carrying value Estimated useful life Design libraries $ 8,710 $ (573) $ 8,137 15 years Trademarks and tradenames 7,055 (2,144) 4,911 5-15 years Customer relationships 43,628 (2,359) 41,269 5-15 years Other intangibles 1,086 (193) 893 5-15 years Total finite-lived intangibles 60,479 (5,269) 55,210 Trademarks 29,500 — 29,500 Indefinite Total indefinite-lived intangibles 29,500 — 29,500 Total intangible assets, net $ 89,979 $ (5,269) $ 84,710 December 31, 2020 (in thousands) Gross carrying Accumulated Carrying value Estimated useful life Design libraries $ 1,677 $ (214) $ 1,463 15 years Trademarks and tradenames 3,617 (1,572) 2,045 1-15 years Customer relationships 2,565 (796) 1,769 5-15 years Other intangibles 2,045 (1,377) 668 2-15 years Total intangible assets, net $ 9,904 $ (3,959) $ 5,945 The change in the gross carrying amounts of our trademarks and tradenames, customer relationships, and other intangibles is primarily driven by our business acquisitions during the year ended December 31, 2021. The weighted-average amortization period for intangible assets we acquired during the year ended December 31, 2021 was approximately 11.6 years. The weighted-average amortization period for intangible assets we acquired during the year ended December 31, 2020 was approximately 12.3 years. Amortization expense for intangible assets was approximately $2.6 million and $1.3 million for the years ended December 31, 2021 and 2020, respectively. Total estimated amortization expense for our intangible assets for the years 2021 through 2026 is as follows: Amortization Expense (in thousands) 2022 $ 5,831 2023 5,337 2024 5,179 2025 5,156 2026 4,883 Goodwill 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 and reporting units: (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 fourth quarter of 2021. Goodwill allocated to our Industrial Goods reporting unit is comprised of goodwill generated from our merger with KushCo, which was completed on August 31, 2021. Goodwill allocated to our Consumer Goods reporting unit is comprised of goodwill generated from (1) our Eyce business acquisition, which was completed in March 2021, (2) our DaVinci business acquisition, which was completed in November 2021, and (3) our acquisition of Conscious Wholesale, our wholly owned subsidiary based in the Netherlands, in September 2019, which was previously included in our former European reporting unit, prior to our change in reporting units during the fourth quarter of 2021. As a result of the change in reporting units, we performed a quantitative assessment of potential goodwill impairment for the former European reporting unit immediately prior to the change, and determined that goodwill was not impaired. We also performed a separate qualitative assessment of potential goodwill impairment for our Consumer Goods and Industrial Goods reporting units, we determined that goodwill was not impaired as of December 31, 2021. During the first quarter of 2020, due to market conditions and the adverse impacts from the COVID-19 pandemic, management had concluded that a triggering event had occurred, requiring a quantitative impairment test of our goodwill for our former United States and Europe reporting units. Based on this assessment, the estimated fair value of the United States reporting unit was determined to be below its carrying value, which resulted in a $9.0 million goodwill impairment charge. The impairment charge resulted from the impacts of COVID-19 on our current and forecasted wholesale revenues and the restrictions on certain products we sell imposed by the Federal Drug Administration's Enforcement Priorities for Electronic Nicotine Delivery Systems and Other Deemed products on the Market Without Premarket Authorization, which resulted in changes to our estimates and assumptions of the expected future cash flows of the United States reporting unit. During the fourth quarter of 2020, we performed a quantitative assessment for our former European reporting unit. Based on this assessment, we concluded that the fair value of our Europe reporting unit exceeded its carrying value and no impairment charge was required. The estimated fair value of our reporting units is highly sensitive to changes in the underlying projections and assumptions; therefore, in some instances, changes in these assumptions could potentially lead to impairment. Specifically, conditions brought on by the COVID-19 pandemic may have material impacts on the assumptions used in determining the fair value of our reporting unit. Should the business environment worsen from impacts of the COVID-19 pandemic, the fair value of our reporting unit may decrease below its carrying value and result in an impairment charge to goodwill in future periods. Changes in the carrying amount of goodwill by reportable segment for the year ended December 31, 2021 were as follows: (in thousands) Industrial Goods Consumer Goods Total Balance at December 31, 2020 $ — $ 3,280 $ 3,280 Eyce acquisition (Note 3) 5,450 5,450 KushCo merger (Note 3) 24,332 — 24,332 DaVinci acquisition (Note 3) 9,052 9,052 Foreign currency translation adjustment — (254) (254) Balance at December 31, 2021 $ 24,332 $ 17,528 $ 41,860 Accrued Expenses and Other Current Liabilities The following table summarizes the composition of accrued expenses and other current liabilities as of the dates indicated: (in thousands) December 31, 2021 December 31, 2020 Accrued expenses and other current liabilities: VAT payable $ 4,393 $ 10,800 Contingent consideration 5,641 — Accrued employee compensation 6,055 2,361 Accrued professional fees 1,700 1,750 Refund liability 1,481 785 Accrued construction in progress (ERP) 1,061 — Sales tax payable 1,034 284 Accrued third-party logistics fees 421 1,295 Other 3,342 2,115 $ 25,128 $ 19,390 Customer Deposits For certain product offerings such as child-resistant packaging, closed-system vaporization solutions and custom-branded retail products, we may receive a deposit from the customer (generally 25% - 50% of the total order cost, but the amount can vary by customer contract), when an order is placed by a customer. We typically complete orders related to customer deposits within one to six months from the date of order, depending on the complexity of the customization and the size of the order, but the order completion timeline can vary by product type and terms of sale with each customer. Changes in our customer deposits liability balance during the year ended December 31, 2021 were as follows: (in thousands) Customer Deposits Balance as of December 31, 2020 $ 2,729 Customer deposits assumed as part of the KushCo and DaVinci acquisitions (Note 3 - Business Acquisitions) 3,974 Increases due to deposits received, net of other adjustments 20,066 Revenue recognized (18,845) Balance as of December 31, 2021 $ 7,924 We typically complete orders related to customer deposits within six weeks to three months from the date of order, depending on the complexity of the customization and the size of the order. Accumulated Other Comprehensive Loss The components of accumulated other comprehensive income (loss) for the periods presented were as follows: (in thousands) Foreign Currency Translation Unrealized Gain or (Loss) on Derivative Instrument Total Balance at December 31, 2019 $ (22) $ (50) $ (72) Other comprehensive income (loss) 654 (459) 195 Less: Other comprehensive (income) loss attributable to non-controlling interest (449) 355 (94) Balance at December 31, 2020 183 (154) 29 Other comprehensive income (loss) 115 376 491 Less: Other comprehensive (income) loss attributable to non-controlling interest (16) (180) (196) Balance at December 31, 2021 $ 282 $ 42 $ 324 Supplier Concentration Our four largest vendors accounted for an aggregate of approximately 32.5% and 49.5% of our total net sales and 51.8% and 41.6% of our total purchases for the years ended December 31, 2021 and 2020, respectively. We expect to maintain our relationships with these vendors. Related Party Transactions Nicholas Kovacevich, our Chief Executive Officer and Dallas Imbimbo, who serves on our Board, own capital stock of Unrivaled Brands Inc. (“Unrivaled”) and serve on the Unrivaled board of directors. Net sales to Unrivaled for the years ended December 31, 2021 and 2020 totaled $0.1 million and $0, respectively. Total accounts receivable due from Unrivaled were $0.4 million and $0 as of December 31, 2021 and 2020, respectively. Adam Schoenfeld, our Chief Marketing Officer and Board Director, has a significant ownership interest in one of our customers, Universal Growing. Net sales to Universal Growing for the years ended December 31, 2021 and 2020 totaled $0.2 million and $0.1 million, respectively. Total accounts receivable due from Universal Growing as of December 31, 2021 and 2020 were de minimis. In December 2021, we entered into a Secured Promissory Note with Aaron LoCascio, our co-founder, former Chief Executive Officer and President, and a current director of the Company, in which Mr. LoCascio provided us with a bridge loan in the principal amount of $8.0 million (the “Bridge Loan”). Accrued interest at a rate of 15.0% is due monthly, and principal amount is due in full in June 2022. The Bridge Loan is secured by a continuing security interest in all of our assets and properties whether then or thereafter existing or required, including our inventory and receivables (as defined under the Universal Commercial Code) and includes negative covenants restricting our ability to incur further indebtedness and engage in certain asset dispositions until the earlier of June 30, 2022 or the Bridge Loan has been fully repaid. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stockholders' Equity | STOCKHOLDERS’ EQUITY Shares of our Class A common stock have both voting interests and economic interests (i.e., the right to receive distributions or dividends, whether cash or stock, and proceeds upon dissolution, winding up or liquidation), while shares of our Class B common stock have voting interests but no economic interests. Each share of our Class A common stock and Class B common stock entitles the record holder thereof to one vote on all matters on which stockholders generally are entitled to vote, and except as otherwise required in the A&R Charter, the holders of Common Stock will vote together as a single class on all matters (or, if any holders of our preferred stock are entitled to vote together with the holders of Common Stock, as a single class with such holders of preferred stock). Class A Common Stock Repurchase Program In November 2019, our Board of Directors approved a stock repurchase program authorizing up to $5.0 million in repurchases of our outstanding shares of Class A common stock. Under the program, we may repurchase shares in accordance with all applicable securities laws and regulations, including Rule 10b-18 of the Securities Exchange Act of 1934, as amended. We may periodically repurchase shares in open market transactions, directly or indirectly, in block purchases and in privately negotiated transactions or otherwise. The timing, pricing, and amount of any repurchases under the share repurchase program will be determined by management at its discretion based on a variety of factors, including, but not limited to, trading volume and market price of our Class A common stock, corporate considerations, our working capital and investment requirements, general market and economic conditions, and legal requirements. The share repurchase program does not obligate us to repurchase any common stock and may be modified, discontinued, or suspended at any time. Shares of Class A common stock repurchased under the program are subsequently retired. There were no share repurchases under the program during the years ended December 31, 2021 or 2020. Non-Controlling Interest As discussed in “Note 1—Business Operations and Organization,” we consolidate the financial results of the Operating Company in our consolidated financial statements and report a non-controlling interest related to the Common Units held by non-controlling interest holders. As of December 31, 2021, we owned 79.7% of the economic interests in the Operating Company, with the remaining 20.3% of the economic interests owned by non-controlling interest holders. The non-controlling interest in the accompanying consolidated statements of operations and comprehensive loss represents the portion of the net loss attributable to the economic interest in the Operating Company held by the non-controlling holders of Common Units calculated based on the weighted average non-controlling interests’ ownership during the periods presented. At-the-Market Equity Offering In August 2021, we established an "at-the-market" equity offering program (the "ATM Program") that provides for the sale of shares of our Class A common stock having an aggregate offering price of up to $50 million, from time to time, through Cowen and Company, LLC, as the sales agent. Net proceeds from sales of our shares of Class A common stock under the ATM Program are expected to be used for working capital and general corporate purposes. Sales of our Class A common stock under the ATM Program may be made by means of transactions that are deemed to be an "at the market offering" as defined in Rule 415(a)(4) under the Securities Act, including sales made directly on the Nasdaq Global Market or sales made to or through a market maker or through an electronic communications network. We are under no obligation to offer and sell shares of our Class A common stock under the ATM Program. Since the launch of the ATM program in August 2021 and through December 31, 2021, we sold 2,401,255 shares of our Class A common stock under the ATM Program, which generated gross proceeds of approximately $3.4 million and paid fees to the sales agent of approximately $0.1 million. Common Stock and Warrant Offering On August 9, 2021, we entered into securities purchase agreements with certain accredited investors, pursuant to which we agreed to issue and sell an aggregate of 4,200,000 shares of our Class A common stock, pre-funded warrants to purchase up to 5,926,583 shares of our Class A common stock (the “Pre-Funded Warrants”) and warrants to purchase up to 6,075,950 shares of our Class A common stock (the “Standard Warrants” and, together with the Pre-Funded Warrants, the “Warrants”), in a registered direct offering (the “Offering”). The shares of Class A common stock and Warrants were sold in Units (the “Units”), with each unit consisting of one share of Class A common stock or a Pre-Funded Warrant and a Standard Warrant to purchase 0.6 of a share of our Class A common stock. The Units were offered pursuant to our existing shelf registration statement on Form S-3. Subject to certain ownership limitations, the Standard Warrants were immediately exercisable at an exercise price equal to $3.55 per share of Class A common stock. The Standard Warrants are exercisable for five years from the date of issuance. Each Pre-Funded Warrant was exercisable with no expiration date for one Share of Class A common stock at an exercise price of $0.01. The Offering generated gross proceeds of approximately $31.9 million and net proceeds to the Company of approximately $29.9 million. All Pre-Funded Warrants were exercised prior to December 31, 2021, based upon which we issued an additional 5,926,583 shares of our Class A common stock, for net proceeds of approximately $0.1 million. Class C Common Stock Conversion Pursuant to the Merger Agreement, immediately prior to the consummation of the Mergers, holders of Class C common stock, $0.0001 par value per share, received one-third of one share of Class B common stock, for each share of Class C common stock held, and Greenlane adopted the A&R Charter which eliminated Class C common stock as a class of Greenlane’s capital stock. See "Note 3—Business Acquisitions" for additional details regarding our acquisition of KushCo, which was completed on August 31, 2021. Net Loss Per Share Basic net loss per share of Class A common stock is computed by dividing net loss attributable to Greenlane by the weighted-average number of shares of Class A common stock outstanding during the period. Diluted net loss per share of Class A common stock is computed by dividing net loss attributable to Greenlane by the weighted-average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive elements. A reconciliation of the numerator and denominator used in the calculation of basic and diluted net loss per share of our Class A common stock is as follows (in thousands, except per share amounts): For the year ended December 31, (in thousands, except per share data) 2021 2020 Numerator: Net loss $ (53,423) $ (47,704) Less: Net loss attributable to non-controlling interests (22,840) (33,187) Net loss attributable to Class A common stockholders $ (30,583) $ (14,517) Denominator: Weighted average shares of Class A common stock outstanding 38,595 11,947 Net loss per share of Class A common stock - basic and diluted $ (0.79) $ (1.22) As noted above, all Pre-Funded Warrants were exercised prior to December 31, 2021. The Pre-Funded Warrants were included in the weighted-average in the computation of basic net loss per share of Class A common stock for the year ended December 31, 2021 beginning with their issuance date, as their stated exercise price of $0.01 was non-substantive and their exercise was virtually assured. For the years ended December 31, 2021 and 2020, shares of Class B common stock, shares of Class C common stock and stock options and warrants to purchase Class A common stock were excluded from the weighted-average in the computation of diluted net loss per share of Class A common stock because the effect would have been anti-dilutive. Shares of our Class B common stock and Class C common stock do not share in our earnings or losses and are therefore not participating securities. As such, separate calculations of basic and diluted net loss per share for each of our Class B common stock and Class C common stock under the two-class method have not been presented. |
Compensation Plans
Compensation Plans | 12 Months Ended |
Dec. 31, 2021 | |
Compensation Related Costs [Abstract] | |
Compensation Plans | COMPENSATION PLANS Amended and Restated 2019 Equity Incentive Plan In April 2019, we adopted the 2019 Equity Incentive Plan (the “2019 Plan”). We previously registered 5,000,000 shares of Class A common stock that are or may become issuable under the 2019 Plan as stock options and other equity-based awards to employees, directors and executive officers. In August 2021, we adopted, and our shareholders approved, the Amended and Restated 2019 Equity Incentive Plan (the "Amended 2019 Plan"), which amends and restates the 2019 Plan in its entirety. The Amended 2019 Plan, among other things, increases the number of shares of Class A common stock available for issuance under the 2019 Plan by 2,860,367. The Amended 2019 Plan provides eligible participants with compensation opportunities in the form of cash and equity incentive awards. The 2019 Plan is designed to enhance our ability to attract, retain and motivate our employees, directors, and executive officers, and incentivizes them to increase our long-term growth and equity value in alignment with the interests of our stockholders. On August 31, 2021, we completed our previously announced merger with KushCo pursuant to the Merger Agreement dated as of March, 31, 2021. See "Note 3 - Business Acquisitions" for additional details. At the effective time of the Mergers, options to purchase shares of Class A common stock (the “Greenlane options”) and shares of Greenlane restricted stock were treated as follows: • Each unvested Greenlane option, other than Greenlane options held by non-employee directors of Greenlane, accelerated and became vested in full; • Each Greenlane option held by non-employee directors of Greenlane, whether vested or unvested, remained outstanding (and unvested, as applicable) in accordance with the terms of Greenlane’s equity plan covering each such option; • Each unvested share of Greenlane restricted stock and each unvested common unit of the Operating Company, other than Greenlane restricted stock or Greenlane restricted common units held by non-employee directors of Greenlane, accelerated and became vested in full in accordance with the terms of Greenlane’s equity plan covering each such award; and • Each unvested share of Greenlane restricted stock or Greenlane restricted common units of Greenlane held by non-employee directors of Greenlane, whether vested or unvested, remained outstanding (and unvested, as applicable) in accordance with the terms of Greenlane’s equity plan covering each such award. The Greenlane equity awards vesting acceleration was accounted for as a modification under ASC Topic 718, Compensation - Stock Compensation . KushCo Equity Plan As described in "Note 3 - Business Acquisitions," in connection with the completion of our merger with KushCo, we assumed the sponsorship of the KushCo Equity Plan. We do not intend to make future grants under the KushCo Equity Plan. Rule 10b5-1 Trading Plans During the year ended December 31, 2021, Section 16 officers Aaron LoCascio and Adam Schoenfeld had equity trading plans in place in accordance with Rule 10b5-1(c)(1) under the Exchange Act. An equity trading plan is a written document that preestablishes the amounts, prices and dates (or formula for determining the amounts, prices and dates) of future purchases or sales of our Class A common stock, including shares acquired under our equity plans. Equity-Based Compensation Expense Equity-based compensation expense is included within "salaries, benefits and payroll taxes" in our consolidated statement of operations and comprehensive loss. We recognized equity-based compensation expense as follows: For the year ended (in thousands) 2021 2020 Stock options - Class A common stock $ 4,204 $ 1,592 Restricted shares - Class A common stock 1,009 43 Restricted stock units (RSUs) - Class A common stock 53 40 Common units of the Operating Company 449 (822) Total equity-based compensation expense $ 5,715 $ 853 During the year ended December 31, 2021, we granted an aggregate of 1,676,355 options to our directors and certain employees. The stock options were granted with exercise prices ranging from $1.00 per share to $6.20 per share, and vesting periods ranging from six months to four years. During the year ended December 31, 2020, we granted an aggregate of 949,126 options to our directors and certain employees. The stock options were granted with exercise prices ranging from $2.00 per share to $6.14 per share, and vesting periods ranging from six months to four years. Total remaining unrecognized compensation expense as of December 31, 2021 was as follows: Remaining Unrecognized Compensation Expense Weighted Average Period over which Remaining Unrecognized Compensation Expense is Expected to be Recognized (in thousands) (in years) Stock options - Class A common stock $ 1,291 0.5 Restricted shares - Class A common stock 10 0.2 Restricted stock units (RSUs) - Class A common stock 28 3.1 Common units of the Operating Company — 0 Total remaining unrecognized compensation expense $ 1,329 The fair value of the stock option awards granted during the years ended December 31, 2021 and 2020 was determined on the grant date using the Black-Scholes valuation model based on the following ranges of weighted-average assumptions: December 31, 2021 December 31, 2020 Expected volatility (1) 100% - 107% 96% - 103% Expected dividend yield (2) — — Expected term (3) 5.25 - 6.25 years 5.15 - 6.25 years Risk-free interest rate (4) 0.78% - 1.37% 0.23% - 1.72% (1) Expected volatility is based on the historical volatility of a selected peer group over a period equivalent to the expected term. (2) We assumed a dividend yield of zero as management has no plans to declare dividends in the foreseeable future. (3) Expected term represents the estimated period of time until an award is exercised and was determined using the simplified method. (4) The risk-free rate is an interpolation of yields on U.S. Treasury securities with maturities equivalent to the expected term. A summary of stock option activity for the years ended December 31, 2021 and 2020 is as follows: Stock Options Number of Options Weighted-Average Outstanding as of December 31, 2019 629,773 $ 8.98 Granted 949,126 3.72 Exercised — — Forfeited (204,927) 6.94 Outstanding as of December 31, 2020 1,373,972 5.47 Granted 4,789,317 3.14 Exercised (101,066) 2.40 Forfeited (743,305) 4.30 Outstanding as of December 31, 2021 5,318,918 $ 3.59 The weighted-average grant date fair value of options granted for the years ended December 31, 2021 and 2020 was $3.14 and $2.95, respectively. The total fair value of stock options vested during the years ended December 31, 2021 and 2020 was approximately $1.5 million and $1.4 million, respectively. Common Units of the Operating Company Granted as Equity-Based Compensation In connection with the closing of the IPO, we consummated certain organizational transactions with the Operating Company, as described in further detail in "Note 1—Business Operations and Organization," among which, the Operating Company reclassified unvested Class B membership interests and profits interests which had been granted as equity-based compensation into Common Units of the Operating Company. The following table provides a summary of the unvested Common Units outstanding and related transactions: Common Units Unvested Common Units as of December 31, 2019 816,659 Granted — Vested (368,489) Forfeited (244,266) Unvested Common Units as of December 31, 2020 203,904 Granted — Vested (198,758) Forfeited (5,146) Unvested Common Units as of December 31, 2021 — 401(k) Plan |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES As a result of the IPO and the related transactions completed in April 2019, we own a portion of the Common Units of the Operating Company, which is treated as a partnership for U.S. federal and most applicable state and local income tax purposes. As a partnership, the Operating Company is generally not subject to U.S. federal and certain state and local income taxes. Any taxable income or loss generated by the Operating Company is passed through to and included in the taxable income or loss of its members, including Greenlane, on a pro-rata basis, in accordance with the terms of the Operating Agreement. The Operating Company is also subject to taxes in foreign jurisdictions. We are a corporation subject to U.S. federal income taxes, in additional to state and local income taxes, based on our share of the Operating Company’s pass-through taxable income. The Company's United States and foreign operations components of income (loss) before continuing operations before income taxes are as follows: For the year ended December 31, (in thousands) 2021 2020 United States $ (51,109) $ (40,668) Foreign (2,304) (6,842) Total $ (53,413) $ (47,510) Income Tax Expense The income tax expense for the years ended December 31, 2021 and 2020 consisted of the following: For the year ended December 31, 2021 For the year ended December 31, 2020 (in thousands) Federal Foreign State Total Federal Foreign State Total Current tax expense Current year $ — $ (10) $ 20 $ 10 $ 6 $ 188 $ — $ 194 Total current year — (10) 20 10 6 188 — 194 Deferred tax expense Current year (6,624) (636) (2,211) (9,471) (2,278) (1,898) (657) (4,833) Change in valuation allowance 30,255 636 12,095 42,986 2,397 1,898 776 5,071 Change in tax rate 101 — (479) (378) 28 — (132) (104) KushCo merger (23,732) — (9,405) (33,137) (147) — 13 (134) Total deferred — — — — — — — — Income tax expense $ — $ (10) $ 20 $ 10 $ 6 $ 188 $ — $ 194 A reconciliation of the income tax expense computed at the U.S. federal statutory income tax rate to the income tax expense recognized is as follows: For the year ended December 31, (in thousands) 2021 2020 Expected federal income tax (benefit) expense at statutory rate $ (11,216) $ (9,977) State tax expense, net of federal benefit (2,125) (652) Loss attributable to non-controlling interests 3,475 5,628 Valuation allowance 10,293 5,290 Other, net (417) (95) Income tax expense $ 10 $ 194 Deferred Tax Assets and Liabilities The components of deferred tax assets and liabilities were as follows: As of December 31, (in thousands) 2021 2020 Deferred tax assets: Intangible assets $ 16,285 $ 9,197 Basis difference in investment in the Operating Company — 742 Net operating loss carryforwards 44,424 5,129 Other 4,351 43 Total deferred tax assets 65,060 15,111 Valuation allowance (58,098) (15,111) Net deferred tax assets 6,962 — Deferred tax liability: Basis difference in investment in the Operating Company (6,962) — Net deferred tax assets and liabilities $ — $ — We had approximately $155.8 million of Federal net operating loss carryforwards, of which approximately $9.8 million expire in 2038, and the remainder are not subject to expiration. Their utilization is limited to 80% of our future taxable income. We also had approximately $149.9 million of State net operating loss carryforwards that begin expiring in 2038 and $10.1 million of Dutch net operating loss carryforwards that begin expiring in 2026. Their utilization is limited to our future taxable income. We have not completed our evaluation of NOL utilization limitations under Internal Revenue Code, as amended (the “Code”) Section 382, change in ownership rules, but intend to complete this evaluation prior to the filing of our tax returns. Due to the fact that there is a full valuation allowance and losses being generated in the current year, any limitation based on the code would not have a material impact on the net deferred tax asset balance. The Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), which was enacted on March 27, 2020, made tax law changes to provide financial relief to companies as a result of the business impacts of COVID-19. Key income tax provisions of the CARES Act include changes in net operating loss carryback and carryforward rules, acceleration of alternative minimum tax credit recovery, increase in the net interest expense deduction limit and charitable contribution limit, and immediate write-off of qualified improvement property. The changes are not expected to have a significant impact on us. The Consolidation Appropriations Act of 2021, enacted on December 27, 2020, extended and enhanced COVID relief provisions of the CARES Act. The Company has evaluated the impact of the Consolidated Appropriation Act and determined that its impact is not material to the Company’s financial statements. During the years ended December 31, 2021 and December 31, 2020, management performed an assessment of the realizability of our deferred tax assets based upon which management determined that it is not more likely than not that the results of operations will generate sufficient taxable income to realize portions of the net operating loss benefits. Consequently, we established a full valuation allowance against our deferred tax assets, and reflected a carrying balance of $0 as of December 31, 2021 and 2020, respectively. In the event that management determines that we would be able to realize our deferred tax assets in the future in excess of their net recorded amount, an adjustment to the valuation allowance will be made, which would reduce the provision for income taxes. We do not record U.S. income taxes on the undistributed earnings of our foreign subsidiaries, except for the Canadian subsidiary, based upon our intention to permanently reinvest undistributed earnings to ensure sufficient working capital and further expansion of existing operations outside the United States. In the event we are required to repatriate funds from outside of the United States, such repatriation would be subject to local laws, customs, and tax consequences. Uncertain Tax Positions For the year ended December 31, 2021, we did not have any unrecognized tax benefits as a result of tax positions taken during a prior period or during the current period. No interest or penalties have been recorded as a result of tax uncertainties. The Company is subject to audit examination for federal and state purposes for the years 2018 – 2020. Tax Receivable Agreement (TRA) We entered into the TRA with the Operating Company and each of the members that provides for the payment by the Operating Company to the members of 85% of the amount of tax benefits, if any, that we may actually realize (or in some circumstances are deemed to realize) as a result of (i) increases in tax basis resulting from any future redemptions of Common Units as described in “Note 1—Business Operations and Organization” and (ii) certain other tax benefits attributable to payments made under the TRA. The annual tax benefits are computed by calculating the income taxes due, including such tax benefits, and the income taxes due without such benefits. The Operating Company expects to benefit from the remaining 15% of any tax benefits that it may actually realize. The TRA payments are not conditioned upon any continued ownership interest in the Operating Company. The rights of each noncontrolling interest holder under the TRA are assignable to transferees of its interest in the Operating Company. The timing and amount of aggregate payments due under the TRA may vary based on a number of factors, including the amount and timing of the taxable income the Operating Company generates each year and the applicable tax rate. As noted above, we evaluated the realizability of the deferred tax assets resulting from the IPO and the related transactions completed in April 2019 and established a full valuation allowance against those benefits. As a result, we determined that the amount or timing of payments to noncontrolling interest holders under the TRA are no longer probable or reasonably estimable. Based on this assessment, our TRA liability was $0 as of December 31, 2021 and 2020. If utilization of the deferred tax assets subject to the TRA becomes more likely than not in the future, we will record a liability related to the TRA, which would be recognized as expense within our consolidated statements of operations and comprehensive (loss) income. During the years ended December 31, 2021 and 2020, we did not make any payments, inclusive of interest, to members of the Operating Company pursuant to the TRA. |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment Reporting | SEGMENT REPORTING We define our segments as those operations whose results are regularly reviewed by our CODM to analyze performance and allocate resources. Therefore, segment information is prepared on the same basis that management reviews financial information for operational decision-making purposes. Our CODM is a committee comprised of our CEO and our CFO. 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: (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 fourth quarter of 2021. The accounting policies of the reportable segments are the same as those described in "Note 2 - Summary of Significant Accounting Policies." The segment disclosures below have been retrospectively restated to reflect the change in segments. The Consumer Goods segment focuses on serving consumers across wholesale, retail and e-commerce operations—through both our proprietary Greenlane 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 Greenlane Brands. The Industrial Goods segment focuses on serving the premier brands, operators, and retailers through our wholesale operations by providing ancillary products essential to their growth, such as customizable packaging and supply products, which includes our 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 years ended December 31, 2021 and 2020. There were no material intersegment sales during the years ended December 31, 2021 and 2020. For the year ended December 31, 2021 For the year ended December 31, 2020 (in thousands) Consumer Goods Industrial Goods Total Consumer Goods Industrial Goods Total Net sales $ 110,105 $ 55,955 $ 166,060 $ 122,186 $ 16,118 $ 138,304 Cost of sales 92,804 45,577 138,381 101,981 13,558 115,539 Gross profit $ 17,301 $ 10,378 $ 27,679 $ 20,205 $ 2,560 $ 22,765 The following table sets forth specific asset categories which are reviewed by our CODM in the evaluation of operating segments: As of December 31, 2021 As of December 31, 2020 (in thousands) Consumer Goods Industrial Goods Total Consumer Goods Industrial Goods Total Accounts receivable, net $ 3,746 $ 10,944 $ 14,690 $ 5,951 $ 379 $ 6,330 Inventories, net $ 32,142 $ 34,840 $ 66,982 $ 29,624 $ 6,440 $ 36,064 Vendor deposits $ 9,675 $ 8,800 $ 18,475 $ 11,271 $ 18 $ 11,289 The following table sets forth our net sales by major product category: For the year ended December 31, (in thousands) 2021 2020 Industrial Vape Products $ 27,845 $ — Packaging, Paper & Supplies 25,897 16,118 Other Industrial Products 2,213 — Consumer Products - Greenlane Brands 34,966 29,939 Consumer Products - 3rd Party Brands 75,139 92,247 Total net sales $ 166,060 $ 138,304 The following table sets forth net sales disaggregated by geography: For the year ended December 31, (in thousands) 2021 2020 United States $ 140,559 $ 109,660 Canada 12,516 15,094 Europe 11,133 10,833 Other 1,852 2,717 Total net sales $ 166,060 $ 138,304 The following table sets forth our long-lived assets by geographic area, which consist of property and equipment, net and operating lease right-of-use assets: As of December 31, (in thousands) 2021 2020 United States $ 29,186 $ 14,308 Canada 122 248 Europe 671 750 Total long-lived assets $ 29,979 $ 15,306 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTS On March 10, 2022, we announced certain corporate plans to reduce our cost structure and increase liquidity. We completed a reduction in force, which we expect will result in approximately $8.0 million in annualized cash compensation cost savings. The reduction in force encompassed a broad spectrum of divisions both domestically and abroad. Additional strategic measures that we announced we are pursuing or intend to pursue in order to capitalize the business in a non-dilutive manner, include: • Conducting a sale leaseback of our headquarter building; • Disposing of non-core assets; • Discontinuing sales of lower-margin 3rd-party brands and selling existing inventory; • Raising prices on select products; and, • Securing an asset based loan that will support working capital needs. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of PresentationOur audited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and with the instructions to Form 10-K and Article 8 of Regulation S-X. |
Principles of Consolidation | Principles of Consolidation Our consolidated financial statements include our accounts, the accounts of the Operating Company, and the accounts of the Operating Company's consolidated subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. |
Liquidity | Liquidity Our principal sources of liquidity at December, 31 2021 consisted of cash on hand, future cash anticipated to be generated from operations, and our ATM Program described below. In August 2021, we established an "at-the-market" equity offering program (the "ATM Program") that provides for the sale of shares of our Class A common stock having an aggregate offering price of up to $50 million, from time to time. Net proceeds from sales of our shares of Class A common stock under the ATM Program are expected to be used to fund potential business acquisitions and for working capital and general corporate purposes. Since the launch of the ATM program and through March 28, 2022, we sold 11,685,970 shares of our Class A common stock under the ATM Program, which generated gross proceeds of approximately $9.4 million. In December 2021, we entered into the Bridge Loan with Aaron LoCascio, our co-founder, former Chief Executive Officer and President, and a current director of the Company, in which Mr. LoCascio provided us with a loan in the principal amount of $8.0 million. Accrued interest at a rate of 15.0% is due monthly, and principal amount is due in full in June 2022. The Bridge Loan is secured by a continuing security interest in all of our assets and properties whether then or thereafter existing or required, including our inventory and receivables (as defined under the Universal Commercial Code) and includes negative covenants restricting our ability to incur further indebtedness and engage in certain asset dispositions until the earlier of June 30, 2022 or the Bridge Loan has been fully repaid. We also have an effective shelf registration statement on Form S-3 and may opportunistically conduct securities offerings from time to time in order to meet our liquidity needs. However, we may be unable to access the capital markets because of current market volatility and the performance of our stock price We are in the process of securing an asset backed loan to assist us with working capital needs. However, we can provide no assurances as to the timing of our entry into this loan or that we will enter into it at all. We believe that our cash on hand, combined with 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. |
Use of Estimates | Use of Estimates Conformity with U.S. GAAP requires the use of estimates and judgments that affect the reported amounts in our consolidated financial statements and accompanying notes. These estimates form the basis for judgments we make about the carrying values of our assets and liabilities, which are not readily apparent from other sources. We base our estimates and judgments on historical information and on various other assumptions that we believe are reasonable under the circumstances. U.S. GAAP requires us to make estimates and judgments in several areas. Such areas include, but are not limited to: the collectability of accounts receivable; the allowance for slow-moving or obsolete inventory; the realizability of deferred tax assets; the fair value of goodwill; the fair value of contingent consideration arrangements; the useful lives of intangible assets and property and equipment; the calculation of our VAT taxes receivable and VAT taxes, fines, and penalties payable; our loss contingencies, including our TRA liability; and the valuation and assumptions underlying equity-based compensation. These estimates are based on management's knowledge about current events and expectations about actions we may undertake in the future. Actual results could differ materially from those estimates. In March 2020, the World Health Organization declared the novel coronavirus ("COVID-19") a global pandemic. We expect uncertainties around our key accounting estimates to continue to evolve depending on the duration and degree of impact associated with the COVID-19 pandemic, including the possible resurgence of new strains. Our estimates may change as new events occur and additional information emerges, and such changes are recognized or disclosed in our consolidated financial statements. |
Segment Reporting | Segment ReportingWe manage our global business operations through our operating and reportable business segments. Due to our recent merger with KushCo, we reassessed and updated our operating segments. Therefore, as of December 31, 2021, we had two reportable operating business segments: Industrial Goods, which largely comprises KushCo's legacy operations, and Consumer Goods, which largely comprises Greenlane's legacy operations across the United States, Canada, and Europe. Our reportable segments have been identified based on how our chief operating decision maker ("CODM"), which is a committee comprised of our Chief Executive Officer ("CEO") and our Chief Financial Officer ("CFO"), manage our business, make resource allocation and operating decisions, and evaluate operating performance. |
Business Combinations | Business Combinations Our business combinations are accounted for under the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations |
Equity-Based Compensation | Equity-Based Compensation We account for equity-based compensation grants of equity awards to employees in accordance with ASC Topic 718, Compensation — Stock Compensation . This standard requires us to measure compensation expense based on the estimated fair value of share-based awards on the grant date and recognize as expense over the requisite service period, which is generally the vesting period. We estimate the fair value of stock options using the Black-Scholes model on the grant date. The Black-Scholes model requires us to use several variables to estimate the grant-date fair value of our equity-based compensation |
Loss Contingencies | Loss Contingencies Certain conditions may exist which may result in a loss to us, but which will only be resolved when one or more future events occur or fail to occur. Management assesses such contingent liabilities and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against us, or unasserted claims that may result in such proceedings, we evaluate the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability is estimable, the liability would be accrued in our consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, the nature of the contingent liability, together with an estimate of the range of possible loss, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed. Unasserted claims that are not considered probable of being asserted and those for which an unfavorable outcome is not reasonably possible have not been disclosed. |
Fair Value Measurements | Fair Value Measurements We apply the provisions of ASC Topic 820, Fair Value Measurements , which defines fair value, establishes a framework for its measurement and expands disclosures about fair value measurements. Fair value is defined as the exchange price we would receive for an asset or an exit price we would pay to transfer a liability in the principal, or most advantageous, market for our asset or liability in an orderly transaction with a market participant on the measurement date. We determine the fair market values of our financial instruments based on the fair value hierarchy, which requires us to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The following three levels of inputs may be used to measure fair value: Level 1 Observable inputs such as unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. Level 2 Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The carrying amounts of our financial instruments, including cash, accounts receivable, accounts payable, accrued expenses and short-term debt, are carried at historical cost basis, which approximates their fair values because of their short-term nature. The fair value of our long-term debt is the estimated amount we would have to pay to repurchase the debt, inclusive of any premium or discount attributable to the difference between the stated interest rate and market rate of interest at each balance sheet date. As of December 31, 2021 and 2020, the carrying amount of our long-term debt approximated its fair value. On a recurring basis, we measure and record contingent consideration and our interest-rate swap arrangement using fair value measurements in the accompanying consolidated financial statements. See “Note 4—Fair Value of Financial Instruments.” |
Cash | Cash For purposes of reporting cash flows, we consider cash on hand, checking accounts, and savings accounts to be cash. We also consider all highly-liquid investments with original maturities of three months or less from the date of purchase to be cash equivalents. We place our cash with high credit quality financial institutions, which provide insurance through the Federal Deposit Insurance Company. At times, the balance in our accounts may exceed federal insured limits. We perform periodic |
Accounts Receivable, net | Accounts Receivable, netAccounts receivable represent amounts due from customers for merchandise sales and are recorded when revenue is earned and are carried at the original invoiced amount less an allowance for any potentially uncollectible amounts. An account is considered past due when payment has not been rendered by its due date based upon the terms of the sale. Generally, accounts receivable are due 30 days after the billing date. We maintain an allowance for doubtful accounts to reserve for potentially uncollectible receivable amounts. In evaluating our ability to collect outstanding receivable balances, we consider various factors including the age of the balance, the creditworthiness of the customer, the customer's current financial condition, current economic conditions, and other factors that may affect our ability to collect from customers. We write off accounts as uncollectible on a case-by-case basis. We pledge accounts receivable as collateral for our Bridge Loan, |
Inventories, net | Inventories, net Inventories consist of finished goods that we value at the lower of cost or net realizable value on a weighted average cost basis for the majority of the inventory. We established an allowance for slow-moving or obsolete inventory based upon assumptions about future demands and market conditions. At December 31, 2021 and 2020, the reserve for obsolescence was approximately $21.3 million and $1.6 million, respectively. We pledge inventory as collateral for our Bridge Loan, see “Note 6— Debt.” |
Vendor Deposits | Vendor Deposits Vendor deposits represent prepayments we make to vendors for inventory purchases. A significant number of vendors require us to prepay for inventory purchases. |
Customs Bonds | Customs Bonds The Company is required to obtain customs bonds to import goods into the United States to provide security for payment of duties, taxes and other fees incurred as a result of importing goods. Customs bonds are included in "Other current assets" in our consolidated balance sheets, see "Note 8 - Supplemental Financial Statement Information." |
Assets Held for Sale and Impairment of Long-Lived Assets | Assets Held for Sale We generally consider assets to be held for sale when (i) we commit to a plan to sell the assets, (ii) the assets are available for immediate sale in their present condition, (iii) we have initiated an active program to locate a buyer and other actions required to complete the plan to sell the assets, (iv) consummation of the planned sale transaction is probable, (v) the assets are being actively marketed for sale at a price that is reasonable in relation to their current fair value, (vi) the transaction is expected to qualify for recognition as a completed sale, within one year, and (vii) significant changes to or withdrawal of the plan is unlikely. Following the classification of any depreciable assets within a disposal group as held for sale, we discontinue depreciating the asset and write down the asset to the lower of carrying value or fair market value less cost to sell, if needed. We completed the sale of approximately $0.7 million of machinery included in "Assets held for sale" during the second quarter of 2021, and we completed the sale of the remaining balance as of December 31, 2021 of $0.1 million in "Assets held for sale" during the first quarter of 2022. We recognized approximately $0.1 million and $0.4 million in impairment charges during the years ended December 31, 2021 and 2020, respectively. Impairment of Long-Lived Assets We assess the recoverability of the carrying amount of our long lived-assets, including property and equipment and finite-lived intangibles, whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. An impairment loss would be assessed when estimated undiscounted future cash flows from the operation and disposition of the asset group are less than the carrying amount of the asset group. Asset groups have identifiable cash flows |
Property and Equipment, net | Property and Equipment, netWe state property and equipment at cost or, if acquired through a business combination, fair value at the date of acquisition. We calculate depreciation and amortization using the straight-line method over the estimated useful lives of the assets, except for our leasehold improvements, which are depreciated over the shorter of their estimated useful lives or their related lease term. Upon the sale or retirement of assets, the cost and related accumulated depreciation are removed from our accounts and the resulting gain or loss is credited or charged to income. We expense costs for repairs and maintenance when incurred. Property and equipment includes assets recorded under finance leases, see “Note 5—Leases.” We pledge property and equipment as collateral for our Bridge Loan, |
Intangible Assets, net | Intangible Assets, net Our intangible assets consist of domain names, intellectual property, distribution agreements, proprietary technology, trademarks and tradenames, customer relationships, and other rights. We amortize intangible assets with finite lives over their estimated useful lives on a straight-line basis. The straight-line method of amortization represents our best estimate of the distribution of the economic value of the identifiable intangible assets. We carry intangible assets with finite lives at cost less accumulated amortization. We assess the recoverability of finite-lived intangible assets in the same manner we do for property and equipment, as described above. For our intangible assets not subject to amortization, we perform an annual impairment assessment during the fourth quarter of each year, or more frequently if indicators of potential impairment exist, to determine whether it is more likely than not that the carrying value of the asset may not be recoverable. If necessary, a quantitative impairment test is performed to compare the fair value of the indefinite-lived intangible asset with its carrying value. Impairments, if any, are based on the excess of the carrying amount over the fair value of the asset. |
Investments in Equity Securities | Investments in Equity Securities Our investments in equity securities measured at fair value on a recurring basis consist of investments in XS Financial Inc. and High Tide Inc. We have determined that our ownership does not provide us with significant influence over the operations of these entities. Accordingly, we account for our investment in these entities as equity securities, and we record changes in the fair value of these investments in "other income (expense), net" in our consolidated statements of operations and comprehensive loss. Our investments in equity securities without readily determinable fair value consist of ownership interests in Airgraft Inc., Sun Grown Packaging, LLC ("Sun Grown") and Vapor Dosing Technologies, Inc. ("VIVA"). We determined that our ownership interests do not provide us with significant influence over the operations of these investments. Accordingly, we account for our investments in these entities as equity securities. Airgraft Inc., Sun Grown, and VIVA are private entities and their equity securities do not have a readily determinable fair value. We elected to measure these securities under the measurement alternative election at cost minus impairment, if any, with adjustments through earnings for observable price changes in orderly transactions for the identical or similar investment of the same issuer. We acquired our investments in Sun Grown and VIVA as part of our merger with KushCo, which we completed in August 2021. We did not identify any fair value adjustments related to these equity securities during the years ended December 31, 2021 and 2020. |
Goodwill | Goodwill Goodwill represents the excess of the price we paid over the fair value of the net identifiable assets we acquired in business combinations. In accordance with ASC Topic 350, Intangibles—Goodwill and Other , we review goodwill for impairment at the reporting unit level annually or, when events or circumstances dictate, more frequently. The impairment review for goodwill consists of a qualitative assessment of whether it is more-likely-than-not that a reporting unit's fair value is less than its carrying amount, and if necessary, a quantitative goodwill impairment test. Factors to consider when performing the qualitative assessment include general economic conditions, limitations on accessing capital, changes in forecasted operating results and fluctuations in foreign exchange rates. If the qualitative assessment demonstrates that it is more-likely-than-not that the estimated fair value of the reporting unit exceeds its carrying value, it is not necessary to measure and record impairment loss. We may elect to bypass the qualitative assessment and proceed directly to the quantitative assessment, for any reporting unit, in any period. We can resume the qualitative assessment for any reporting unit in any subsequent period. When we perform a quantitative impairment test, we use a combination of an income approach, a discounted cash flow valuation approach, and a market approach, using the guideline public company method, to determine the fair value of each reporting unit, and then compare the fair value to its carrying amount to determine the amount of impairment, if any. If a reporting unit's fair value is less than its carrying amount, we record an impairment charge based on that difference, up to the amount of goodwill allocated to that reporting unit. |
Vendor Sales Incentives and Rebates | Vendor Incentives and Rebates Sales incentives we receive in the form of payments from vendors solely to reimburse us for acting as the vendors' agent in redeeming a sales incentive that is between our vendor and our customers and end consumers are included in net sales in the consolidated statements of operations and comprehensive loss. We also have agreements with certain vendors to receive volume rebates which are dependent upon reaching minimum purchase thresholds. When volume rebates can be reasonably estimated and it is probable that minimum purchase thresholds will be met, we record a portion of the rebate when or as we make progress towards the purchase threshold. Amounts received from vendors relating to volume rebates are considered a reduction of the carrying value of our inventory and, therefore, such amounts are ultimately recorded as a reduction of cost of goods sold in the consolidated statements of operations and comprehensive loss. |
Foreign Currency Translation | Foreign Currency Translation Our consolidated financial statements are presented in United States (U.S.) dollars. The functional currency of one of the Operating Company’s wholly-owned, Canada-based, subsidiaries is the Canadian dollar. The functional currency of the Operating Company’s wholly-owned, Netherlands-based subsidiary is the Euro. The assets and liabilities of these subsidiaries are translated into U.S. dollars at current exchange rate at each balance sheet date for assets and liabilities and an appropriate average exchange rate for each applicable period within our consolidated statements of operations and comprehensive loss. Capital accounts are translated at their historical exchange rates when the capital transactions occurred. The foreign currency translation adjustments are included in accumulated other comprehensive loss, a separate component of members’/stockholders’ deficit in our consolidated balance sheets. Other exchange gains and losses are reported within our consolidated statements of operations and comprehensive loss. |
Comprehensive (Loss) Income | Comprehensive (Loss) Income Comprehensive (loss) income includes net (loss) income as currently reported by us, adjusted for other comprehensive items. Other comprehensive items consist of foreign currency translation gains and losses and unrealized gains and losses on derivative financial instruments that qualify as hedges. |
Advertising | AdvertisingWe expense advertising costs as incurred and include them in general and administrative expenses in our consolidated statements of operations and comprehensive loss. |
Income Taxes | Income Taxes We are a corporation subject to income taxes in the United States. Certain subsidiaries of the Operating Company are taxable separately from us. Our proportional share of the Operating Company’s subsidiaries’ provisions are included in our consolidated financial statements. Our deferred income tax assets and liabilities are computed for differences between the tax basis and financial statement amounts that will result in taxable or deductible amounts in the future. We compute deferred balances based on enacted tax laws and applicable rates for the periods in which the differences are expected to affect taxable income. A valuation allowance is recognized for deferred tax assets if it is more likely than not that some portion or all of the net deferred tax assets will not be realized. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If we determine we would be able to realize our deferred tax assets for which a valuation allowance had been recorded, then we would adjust the deferred tax asset valuation allowance, which would reduce our provision for income taxes. We evaluate the tax positions taken on income tax returns that remain open and positions expected to be taken on the current year tax returns to identify uncertain tax positions. Unrecognized tax benefits on uncertain tax positions are recorded on the basis of a two-step process in which (1) we determine whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the largest amount of tax benefit that is more than 50 percent likely to be realized is recognized. Interest and penalties related to unrecognized tax benefits are recorded in income tax benefit. We have no uncertain tax positions that qualify for inclusion in our consolidated financial statements. See “Note 11—Income Taxes.” Tax Receivable Agreement (TRA) We entered into the TRA with the Operating Company and each of the members of the Operating Company that provides for the payment by the Operating Company to the members of 85% of the amount of tax benefits, if any, that we may actually realize (or in some circumstances are deemed to realize) as a result of (i) increases in tax basis resulting from any future redemptions that are funded by us or exchanges of Common Units as described above in “Note 1—Business Operations and Organization” and (ii) certain other tax benefits attributable to payments made under the TRA. We compute annual tax benefits by calculating the income taxes due, including such tax benefits, and the income taxes due without such benefits. The Operating Company expects to benefit from the remaining 15% of any tax benefits that it may actually realize. The TRA payments are not conditioned upon any continued ownership interest in the Operating Company. The rights of each noncontrolling interest holder under the TRA are assignable to transferees of its interest in the Operating Company. The timing and amount of aggregate payments due under the TRA may vary based on a number of factors, including the amount and timing of the taxable income the Operating Company generates each year and the applicable tax rate. We periodically evaluate the realizability of the deferred tax assets resulting from the exchange of Common Units for our Class A common stock. If the deferred tax assets are determined to be realizable, we then assess whether payment of amounts under the TRA have become probable. If so, we record a TRA liability equal to 85% of such deferred tax assets. In subsequent periods, we assess the realizability of all of deferred tax assets subject to the TRA. If we determine that a deferred tax asset with a valuation allowance is realizable in a subsequent period, the related valuation allowance will be released and consideration of a corresponding TRA liability will be assessed. The realizability of deferred tax assets, including those subject to the TRA, is dependent upon the generation of future taxable income during the periods in which those deferred tax assets become deductible and consideration of prudent and feasible tax-planning strategies. |
Revenue Recognition | Revenue Recognition Revenue is recognized when customers obtain control of goods and services promised by us. Revenue is measured based on the amount of consideration that we expect to receive in exchange for those goods or services, reduced by promotional discounts and estimates for return allowances and refunds. Taxes collected from customers for remittance to governmental authorities are excluded from net sales. We generate revenue primarily from the sale of finished products to customers, whereby each product unit represents a single performance obligation. We recognize revenue from product sales when the customer has obtained control of the products, which is either at point of sale or delivery to the customer, depending upon the specific terms and conditions of the arrangement, or at the point of sale for our retail store sales. We provide no warranty on products sold. Product warranty is provided by the manufacturers. Our performance obligations for services are satisfied when the services are rendered within the arranged service period. Total service revenue is not material and accounted for less than 0.1% of revenues for the years ended December 31, 2021 and 2020. Beginning with the first quarter of 2020, we entered into a limited number of bill-and-hold arrangements. Each bill-and-hold arrangement is reviewed and revenue is recognized only when certain criteria have been met: (i) the customer has requested delayed delivery and storage of the products by us, in exchange for a storage fee, because they want to secure a supply of the products but lack storage space, (ii) the risk of ownership has passed to the customer, (iii) the products are segregated from our other inventory items held for sale, (iv) the products are ready for shipment to the customer, and (v) the products are customized and thus we do not have the ability to use the products or direct them to another customer. Revenue under bill-and-hold arrangements was $0.5 million and $1.7 million for the years ended December 2021 and 2020, respectively. Storage fees charged to customers for bill-and-hold arrangements are recognized as invoiced. Such fees were not significant for the years ended December 31, 2021 and 2020. We act as the principal in relation to our contracts with customers and recognize revenue on a gross basis as we (i) are the primary entity responsible for fulfilling the promise to provide the specified products in the arrangement with the customer and we provide the primary customer service for all products sold, (ii) have discretion in establishing the price for the specified products sold and selecting our suppliers, as applicable, and (iii) we maintain inventory risk upon accepting returns. For certain product offerings such as child-resistant packaging, closed-system vaporization solutions and custom-branded retail products, we may receive a deposit from the customer (generally 25% - 50% of the total order cost, but the amount can vary by customer contract) when an order is placed by a customer. We typically complete these orders within one to six months from the date of order, depending on the complexity of the customization and the size of the order, but the completion timeline can vary by product type and terms of sales with each customer. See “Note 8—Supplemental Financial Statement Information” for a summary of changes to our customer deposits liability balance during the years ended December 31, 2021 and 2020. We estimate product returns based on historical experience and record them as a refund liability that reduces the net sales for the period. We analyze actual historical returns, current economic trends and changes in order volume when evaluating the adequacy of our sales returns allowance in any reporting period. Our liability for returns, which is included within "Accrued expenses and other current liabilities" in our consolidated balance sheets, was approximately $1.0 million and $0.8 million as of December 31, 2021 and 2020, respectively. The recoverable cost of merchandise estimated to be returned by customers, which is included within "Other current assets" in our consolidated balance sheets, was approximately $0.2 million as of December 31, 2021 and 2020. We elected to account for shipping and handling expenses that occur after the customer has obtained control of products as a fulfillment activity in cost of sales. Shipping and handling fees charged to customers are included in net sales upon completion of our performance obligations. We apply the practical expedient provided for by the applicable revenue recognition guidance by not adjusting the transaction price for significant financing components for periods less than one year. We also apply the practical expedient provided by the applicable revenue recognition guidance based upon which we generally expense sales commissions when incurred because the amortization period is one year or less. Sales commissions are recorded within "Salaries, benefits and payroll tax expenses" in the consolidated statements of operations and comprehensive loss. No single customer represented more than 10% of our net sales for the years ended December 31, 2021 and 2020, respectively. As of December 31, 2021, the Company has a concentration of credit risk with its accounts receivable balance as two customers represented approximately 13% and 11% of accounts receivable, respectively. As of December 31, 2020, no single customer represented more than 10% of our accounts receivable balance. Value Added Taxes During the third quarter of 2020, as part of a global tax strategy review, we determined that our European subsidiaries based in the Netherlands, which we acquired on September 30, 2019, had historically collected and remitted value added tax ("VAT") payments, which related to direct-to-consumer sales to other European Union ("EU") member states, directly to the Dutch tax authorities. In connection with our subsidiaries' payment of VAT to Dutch tax authorities rather than other EU member states, the German government has commenced a criminal investigation, which could result in penalties; other jurisdictions could commence such investigations as well. We performed an analysis of the VAT overpayments to the Dutch tax authorities, which we expected to be refunded to us, and VAT payable to other EU member states, including potential fines and penalties. Based on this analysis, we recorded VAT payable of approximately $2.5 million and $9.9 million within "Accrued expenses and other current liabilities" and VAT receivable of approximately $0.1 million and $4.4 million within "Other current assets" in our consolidated balance sheet as of December 31, 2021 and 2020, respectively. We established VAT receivables in jurisdictions where VAT paid exceeds VAT collected and are recoverable through the filing of refund claims. Our VAT receivable balance as of December 31, 2021 and 2020 relates to refund claims with the Dutch tax authorities. In April 2021, we received a refund from the Dutch tax authorities of approximately $4.1 million. Pursuant to the purchase and sale agreement by which we acquired our European subsidiaries, the sellers are required to indemnify us against certain specified matters and losses, including any and all liabilities, claims, penalties and costs incurred or sustained by us in connection with non-compliance with tax laws in relation to activities of the sellers. The indemnity (or indemnification receivable) is limited to an amount equal to the purchase price under the purchase and sale agreement. As of December 31, 2021 and 2020, we recognized an indemnification asset of approximately $0.1 million and $0.9 million within "Other current assets" using the loss recovery model. We were beneficiaries of a bank guarantee in the amount of approximately $0.9 million for claims for which we are entitled to indemnification under the purchase and sale agreement, which we collected in April 2021. In April 2021, we entered into a settlement agreement with the sellers of Conscious Wholesale requiring the transfer of approximately $0.8 million in cash from the sellers' bank accounts, which we also collected in April 2021. In May 2021, we entered into another settlement with the sellers to place 650,604 shares of our Class A common stock owned by the sellers in escrow, which requires that those securities be sold as necessary to pay additional liabilities of the seller to us under the purchase and sale agreement. During the year ended December 31, 2020, we recognized a charge of approximately $4.5 million within "general and administrative" expenses in our consolidated statements of operations and comprehensive loss, which represented the difference between the VAT payable and the VAT receivable and indemnification asset recorded as of December 31, 2020. During the year ended December 31, 2021, we recognized a gain of approximately $1.7 million within "general and administrative expenses" in our consolidated statements of operations and comprehensive loss, which represented the partial reversal of the previously recognized charge, as the indemnification asset became probable of recovery based on the settlement agreements with the sellers and the related amounts collected from the sellers, and a reduction in our previously estimated VAT liability for penalties and interest based on our voluntary disclosure to, and ongoing settlement with, the relevant tax authorities in the EU member states. Management intends to pursue recovery of all additional losses from the sellers to the full extent of the indemnification provisions of the purchase and sale agreement, however, the collectability of such additional indemnification amounts may be subject to litigation and may be affected by the credit risk of indemnifying parties, and are therefore subject to significant uncertainties as to the amount and timing of recovery. As noted above, we have voluntarily disclosed VAT owed to several relevant tax authorities in the EU member states, and believe in doing so we will reduce our liability for penalties and interest. Nonetheless, we may incur expenses in future periods related to such matters, including litigation costs and other expenses to defend our position. The outcome of such matters is inherently unpredictable and subject to significant uncertainties. |
Net Loss Per Share | Net Loss Per ShareBasic net loss per share of Class A common stock is computed by dividing net loss attributable to Greenlane by the weighted-average number of shares of Class A common stock outstanding during the period. Diluted net loss per share of Class A common stock is computed by dividing net loss attributable to Greenlane by the weighted-average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive elements. |
Recently Adopted Accounting Guidance | Recently Adopted Accounting Guidance In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement , which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. We adopted this standard prospectively beginning January 1, 2020. Adoption of this standard did not have a material impact on our consolidated financial statements. In December 2019, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , which removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This update was effective for interim and annual periods beginning after December 15, 2020, with early adoption permitted. We adopted this standard beginning January 1, 2021. Adoption of this standard did not have a material impact on our consolidated financial statements. In January 2020, the FASB issued ASU No. 2020-01, Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) , which clarifies the interaction of accounting for equity securities under Topic 321, the accounting for equity investments in Topic 323, and the accounting for certain forward contracts and purchased options in Topic 815. We adopted this guidance beginning January 1, 2021. Adoption of this standard did not have a material impact on our consolidated financial statements. In August 2020, the FASB issued ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (ASU 2020-06) , which addresses the measurement and disclosure requirements for convertible instruments and contracts in an entity's own equity. The new standard simplifies and adds disclosure requirements for the accounting and measurement of convertible instruments and the settlement assessment for contracts in an entity's own equity. This pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2021. We elected to early adopt the new standard beginning January 1, 2021, on a modified retrospective basis. Adoption of this standard did not impact our consolidated financial statements, as we did not hold any instruments to which this standard was applicable during the current reporting period nor in earlier reporting periods. |
Recently Issued Accounting Guidance Not Yet Adopted | Recently Issued Accounting Guidance Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses . The standard requires the use of an “expected loss” model on certain types of financial instruments. The standard also amends the impairment model for available-for-sale securities and requires estimated credit losses to be recorded as allowances rather than as reductions to the amortized cost of the securities. This standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2022 for filers that are eligible to be smaller reporting companies under the SEC's definition. Early adoption is permitted. We do not believe the adoption of this new guidance will have a material impact on our consolidated financial statements and disclosures. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting , which provides practical expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The expedients and exceptions provided by the amendments in this update apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued as a result of reference rate reform. These amendments are not applicable to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022. In January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848): Scope , which clarified the scope and application of the original guidance. ASU No. 2020-04 and ASU No. 2021-01 are effective as of March 12, 2020 through December 31, 2022 and may be applied to contract modifications and hedging relationships from the beginning of an interim period that includes or is subsequent to March 12, 2020. We are still evaluating the impact these standards will have on our consolidated financial statements and related disclosures. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , which requires that an acquirer recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606, as if it had originated the contracts. Prior to this ASU, an acquirer generally recognizes contract assets acquired and contract liabilities assumed that arose from contracts with customers at fair value on the acquisition date. The ASU is effective for fiscal years beginning after December 15, 2022, with early adoption permitted. The ASU is to be applied prospectively to business combinations occurring on or after the effective date of the amendment (or if adopted early as of an interim period, as of the beginning of the fiscal year that includes the interim period of early application). We are still assessing this standard’s impact on our consolidated financial statements. |
Business Operations and Organ_2
Business Operations and Organization (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Stockholders Equity | The following table sets forth the economic and voting interests of our common stock holders as of December 31, 2021: Class of Common Stock (ownership) Total Shares (1) Class A Shares (as converted) (2) Economic Ownership in the Operating Company (3) Voting Interest in Greenlane (4) Economic Interest in Greenlane (5) Class A 85,209,651 85,209,651 79.7 % 79.7 % 100.0 % Class B 21,744,500 21,744,500 20.3 % 20.3 % — % Total 106,954,151 106,954,151 100.0 % 100.0 % 100.0 % (1) Represents the total number of outstanding shares for each class of common stock as of December 31, 2021. (2) Represents the number of shares of Class A common stock that would be outstanding assuming the exchange of all outstanding shares of Class B common stock upon redemption of all related Common Units. Shares of Class B common stock would be canceled, without consideration, on a one-to-one basis pursuant to the terms and subject to the conditions of the Operating Agreement. (3) Represents the indirect economic interest in the Operating Company through the holders' ownership of common stock. (4) Represents the aggregate voting interest in us through the holders' ownership of Common Stock. Each share of Class A common stock and Class B common stock entitles its holder to one vote per share on all matters submitted to a vote of our stockholders. (5) Represents the aggregate economic interest in us through the holders' ownership of Class A common stock. |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The total purchase consideration for the Eyce acquisition consisted of the following: (in thousands) Purchase Consideration Cash $ 2,403 Class A common stock 2,005 Promissory note 2,503 Contingent consideration - payable in cash 914 Contingent consideration - payable in Class A common stock 914 Total purchase consideration $ 8,739 The total estimated purchase consideration for the KushCo acquisition consisted of the following: (in thousands) Purchase Consideration Class A common stock (1) $ 123,491 Estimated fair value of assumed warrants 8,423 Estimated fair value of replaced equity awards 4,759 Greenlane cash payments on behalf of KushCo (2) 12,183 Total purchase consideration $ 148,856 (1) Based on approximately 48.8 million shares of Greenlane Class A common stock issued, multiplied by the closing price per share of Greenlane Class A common stock on Nasdaq on August 31, 2021, the acquisition date, of $2.54. (2) Represents cash paid by Greenlane on the acquisition date to extinguish certain debt and other liabilities of KushCo, which were not legally assumed by Greenlane. The total purchase consideration for the DaVinci acquisition consisted of the following: (in thousands) Purchase Consideration Cash $ 3,362 Class A common stock 3,282 Promissory note 5,000 2021 DaVinci Contingent Payment - payable in Class A common stock 2,610 Product Launch Contingent Payment - payable in cash 1,169 Product Launch Contingent Payment - payable in Class A common stock 1,062 Total purchase consideration $ 16,485 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the purchase price allocation and the estimated fair value of the net assets acquired at the date of acquisition. (in thousands) Estimated Fair Value Measurement Period Adjustments Estimated Fair Value as of Acquisition Date Inventory $ 92 $ — $ 92 Developed technology 1,738 — 1,738 Trade name 1,294 — 1,294 Customer relationships 165 — 165 Goodwill 4,840 610 5,450 Total purchase consideration $ 8,129 $ 610 $ 8,739 The following table summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition date based on the preliminary purchase price allocation (in thousands): (in thousands) Estimated Fair Value Measurement Period Adjustments Estimated Fair Value as of Acquisition Date Assets acquired Cash $ 2,302 $ — $ 2,302 Accounts receivable 7,110 — 7,110 Inventories 35,112 — 35,112 Vendor deposits 7,011 — 7,011 Other current assets 8,111 — 8,111 Property and equipment 6,200 — 6,200 Operating lease right-of-use assets 7,581 — 7,581 Other assets 2,896 — 2,896 Intangible assets - customer relationships 39,500 — 39,500 Intangible assets - trademarks 29,500 — 29,500 Intangible assets - proprietary design library 3,100 — 3,100 Goodwill 24,314 19 24,333 Total estimated assets acquired 172,737 19 172,756 Liabilities assumed Accounts payable 5,876 5,876 Accrued expenses and other current liabilities 6,496 19 6,515 Customer deposits 3,934 3,934 Operating lease liabilities 7,575 7,575 Total estimated liabilities assumed 23,881 19 23,900 Total estimated purchase price and consideration transferred in the merger $ 148,856 $ — $ 148,856 The following table summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition date based on the preliminary purchase price allocation (in thousands): (in thousands) Estimated Fair Value as of Acquisition Date Assets acquired Accounts receivable $ 94 Inventories 1,444 Vendor deposits 132 Property and equipment 112 Intangible assets - customer relationships 1,362 Intangible assets - tradenames 2,316 Intangible assets - developed technology 2,195 Goodwill 9,052 Total estimated assets acquired 16,707 Liabilities assumed Accounts payable 59 Accrued expenses and other current liabilities 123 Customer deposits 40 Total estimated liabilities assumed 222 Total estimated purchase price and consideration transferred $ 16,485 |
Business Acquisition, Pro Forma Information | The following table presents pro forma results for the year ended December 31, 2021 as if our acquisition of Eyce and DaVinci, along with the closing of the merger with KushCo, had occurred on January 1, 2020, and Eyce, DaVinci, and KushCo's results had been included in our consolidated results beginning on that date (in thousands): For the year ended 2021 2020 (unaudited) Net sales $ 248,691 $ 258,891 Cost of sales 221,710 223,582 Gross profit 26,981 35,309 Net loss $ (102,685) $ (116,444) |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Liabilities Measured on Recurring Basis | Our financial instruments measured at fair value on a recurring basis were as follows at the dates indicated: Consolidated Fair Value at December 31, 2021 (in thousands) Level 1 Level 2 Level 3 Total Assets: Equity securities Other assets $ 1,919 $ — $ — $ 1,919 Total Assets $ 1,919 $ — $ — $ 1,919 Liabilities: Interest rate swap contract Other liabilities $ — $ 288 $ — $ 288 Contingent consideration - current Accrued expenses and other current liabilities — — 5,641 5,641 Contingent consideration - long-term Other long-term liabilities — — 1,216 1,216 Total Liabilities $ — $ 288 $ 6,857 $ 7,145 Consolidated Fair Value at December 31, 2020 (in thousands) Level 1 Level 2 Level 3 Total Liabilities: Interest rate swap contract Other long-term liabilities $ — $ 665 $ — $ 665 Total Liabilities $ — $ 665 $ — $ 665 |
Schedule of Interest Rate Derivatives | Details of the outstanding swap contract as of December 31, 2021, which is a pay fixed and receive floating contract, is as follows: Swap Maturity Notional Value Pay Fixed Rate Receive Floating Rate Floating Rate October 1, 2025 $ 7,958 2.0775 % One-Month LIBOR Monthly |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | A reconciliation of our liabilities that are measured and recorded at fair value on a recurring basis using significant unobservable inputs (Level 3) for the years ended December 31, 2021 and 2020 is as follows: (in thousands) Contingent Consideration Balance at December 31, 2019 $ 1,568 Foreign currency translation adjustments (14) Payment of contingent consideration (835) Gain from fair value adjustments included in results of operations (719) Balance at December 31, 2020 — Contingent consideration issued for Eyce acquisition 1,828 Contingent consideration issued for DaVinci acquisition 4,840 Loss from fair value adjustments included in results of operations 189 Balance at December 31, 2021 $ 6,857 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Lessee, Operating Lease, Liability, Maturity | The following table provides details of our future minimum lease payments under finance and operating lease liabilities recorded in our consolidated balance sheet as of December 31, 2021. The table below does not include commitments that are contingent on events or other factors that are currently uncertain or unknown. (in thousands) Finance Operating Leases Total 2022 $ 127 $ 3,330 $ 3,457 2023 107 2,816 2,923 2024 19 1,994 2,013 2025 — 1,382 1,382 2026 — 155 155 Thereafter — 4 4 Total minimum lease payments 253 9,681 9,934 Less: imputed interest 12 448 460 Present value of minimum lease payments 241 9,233 9,474 Less: current portion 169 3,091 3,260 Long-term portion $ 72 $ 6,142 $ 6,214 |
Finance Lease, Liability, Maturity | The following table provides details of our future minimum lease payments under finance and operating lease liabilities recorded in our consolidated balance sheet as of December 31, 2021. The table below does not include commitments that are contingent on events or other factors that are currently uncertain or unknown. (in thousands) Finance Operating Leases Total 2022 $ 127 $ 3,330 $ 3,457 2023 107 2,816 2,923 2024 19 1,994 2,013 2025 — 1,382 1,382 2026 — 155 155 Thereafter — 4 4 Total minimum lease payments 253 9,681 9,934 Less: imputed interest 12 448 460 Present value of minimum lease payments 241 9,233 9,474 Less: current portion 169 3,091 3,260 Long-term portion $ 72 $ 6,142 $ 6,214 |
Lease, Cost | The following expenses related to our finance and operating leases were included in "general and administrative expenses" within our consolidated statements of operations and comprehensive loss for the years ended December 31, 2021 and 2020: (in thousands) December 31, December 31, 2020 Finance lease cost Amortization of leased assets $ 74 $ 142 Interest of lease liabilities 12 18 Operating lease costs Operating lease cost 1,593 1,383 Variable lease cost 385 255 Total lease cost $ 2,064 $ 1,798 The table below presents lease-related terms and discount rates as of December 31, 2021: December 31, Weighted average remaining lease terms Operating leases 3.3 years Finance leases 1.9 years Weighted average discount rate Operating leases 2.6 % Finance leases 3.9 % |
Lessor, Operating Lease, Payments to be Received, Maturity | The following table represents the maturity analysis of undiscounted cash flows related to lease payments, which we expect to receive from our existing operating lease agreements with tenants: Rental Income (in thousands) 2022 $ 728 2023 461 2024 77 2025 53 Thereafter — Total $ 1,319 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Our debt balance, excluding operating lease liabilities and finance lease liabilities, consisted of the following amounts at the dates indicated: (in thousands) December 31, 2021 December 31, 2020 Real Estate Note $ 7,958 $ 8,125 Bridge Loan 8,000 — DaVinci Promissory Note 5,000 — Eyce Promissory Note 1,592 — 22,550 8,125 Less unamortized debt issuance costs (328) (99) Less current portion of debt (11,615) (182) Debt, net, excluding operating leases and finance leases $ 10,607 $ 7,844 |
Schedule of Maturities of Long-term Debt | The following table summarizes future scheduled minimum principal payments of debt at December 2021. Future debt principal payments are presented based upon the stated maturity dates in the respective debt agreement. Year Ending December 31, (in thousands) 2022 2023 2024 2025 2026 Total Real Estate Note $ 208 $ 203 $ 215 $ 7,332 $ — $ 7,958 Bridge Loan 8,000 — — — — 8,000 DaVinci Promissory Note 2,462 2,538 — — — 5,000 Eyce Promissory Note 945 647 — — — 1,592 Total $ 11,615 $ 3,388 $ 215 $ 7,332 $ — $ 22,550 |
Supplemental Financial Statem_2
Supplemental Financial Statement Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Other Assets | The following table summarizes the composition of other current assets as of the dates indicated: (in thousands) December 31, 2021 December 31, 2020 Other current assets: VAT refund receivable $ 143 $ 4,391 Prepaid expenses 2,726 1,542 Indemnification receivable, net 122 921 Customs bonds 4,550 300 Other 4,118 3,738 $ 11,658 $ 10,892 The following table summarizes the composition of accrued expenses and other current liabilities as of the dates indicated: (in thousands) December 31, 2021 December 31, 2020 Accrued expenses and other current liabilities: VAT payable $ 4,393 $ 10,800 Contingent consideration 5,641 — Accrued employee compensation 6,055 2,361 Accrued professional fees 1,700 1,750 Refund liability 1,481 785 Accrued construction in progress (ERP) 1,061 — Sales tax payable 1,034 284 Accrued third-party logistics fees 421 1,295 Other 3,342 2,115 $ 25,128 $ 19,390 |
Property, Plant and Equipment | The following is a summary of our property and equipment, at costs less accumulated depreciation and amortization: As of December 31, Estimated useful life (in thousands) 2021 2020 Furniture, equipment and software (includes $0.4 million and $0.6 million under finance leases as of December 31, 2021 and 2020, respectively) $ 8,478 $ 2,978 3 - 7 years Personal property 1,130 1,130 5 years Leasehold improvements 1,562 844 Lesser of lease term or 5 years Building 8,128 8,088 39 years Land 691 691 Land improvements 601 601 15 years Work in process 4,871 633 25,461 14,965 Less: accumulated depreciation (includes $0.1 million under finance leases as of December 31, 2021 and 2020) 4,610 2,764 Property and equipment, net $ 20,851 $ 12,201 Identified intangible assets consisted of the following at the dates indicated below: December 31, 2021 (in thousands) Gross carrying Accumulated Carrying value Estimated useful life Design libraries $ 8,710 $ (573) $ 8,137 15 years Trademarks and tradenames 7,055 (2,144) 4,911 5-15 years Customer relationships 43,628 (2,359) 41,269 5-15 years Other intangibles 1,086 (193) 893 5-15 years Total finite-lived intangibles 60,479 (5,269) 55,210 Trademarks 29,500 — 29,500 Indefinite Total indefinite-lived intangibles 29,500 — 29,500 Total intangible assets, net $ 89,979 $ (5,269) $ 84,710 December 31, 2020 (in thousands) Gross carrying Accumulated Carrying value Estimated useful life Design libraries $ 1,677 $ (214) $ 1,463 15 years Trademarks and tradenames 3,617 (1,572) 2,045 1-15 years Customer relationships 2,565 (796) 1,769 5-15 years Other intangibles 2,045 (1,377) 668 2-15 years Total intangible assets, net $ 9,904 $ (3,959) $ 5,945 |
Schedule of Future Amortization Expense | Total estimated amortization expense for our intangible assets for the years 2021 through 2026 is as follows: Amortization Expense (in thousands) 2022 $ 5,831 2023 5,337 2024 5,179 2025 5,156 2026 4,883 |
Schedule of Goodwill | Changes in the carrying amount of goodwill by reportable segment for the year ended December 31, 2021 were as follows: (in thousands) Industrial Goods Consumer Goods Total Balance at December 31, 2020 $ — $ 3,280 $ 3,280 Eyce acquisition (Note 3) 5,450 5,450 KushCo merger (Note 3) 24,332 — 24,332 DaVinci acquisition (Note 3) 9,052 9,052 Foreign currency translation adjustment — (254) (254) Balance at December 31, 2021 $ 24,332 $ 17,528 $ 41,860 |
Contract with Customer, Asset and Liability | Changes in our customer deposits liability balance during the year ended December 31, 2021 were as follows: (in thousands) Customer Deposits Balance as of December 31, 2020 $ 2,729 Customer deposits assumed as part of the KushCo and DaVinci acquisitions (Note 3 - Business Acquisitions) 3,974 Increases due to deposits received, net of other adjustments 20,066 Revenue recognized (18,845) Balance as of December 31, 2021 $ 7,924 |
Schedule of Accumulated Other Comprehensive Income (Loss) | The components of accumulated other comprehensive income (loss) for the periods presented were as follows: (in thousands) Foreign Currency Translation Unrealized Gain or (Loss) on Derivative Instrument Total Balance at December 31, 2019 $ (22) $ (50) $ (72) Other comprehensive income (loss) 654 (459) 195 Less: Other comprehensive (income) loss attributable to non-controlling interest (449) 355 (94) Balance at December 31, 2020 183 (154) 29 Other comprehensive income (loss) 115 376 491 Less: Other comprehensive (income) loss attributable to non-controlling interest (16) (180) (196) Balance at December 31, 2021 $ 282 $ 42 $ 324 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | A reconciliation of the numerator and denominator used in the calculation of basic and diluted net loss per share of our Class A common stock is as follows (in thousands, except per share amounts): For the year ended December 31, (in thousands, except per share data) 2021 2020 Numerator: Net loss $ (53,423) $ (47,704) Less: Net loss attributable to non-controlling interests (22,840) (33,187) Net loss attributable to Class A common stockholders $ (30,583) $ (14,517) Denominator: Weighted average shares of Class A common stock outstanding 38,595 11,947 Net loss per share of Class A common stock - basic and diluted $ (0.79) $ (1.22) |
Compensation Plans (Tables)
Compensation Plans (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Compensation Related Costs [Abstract] | |
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award | We recognized equity-based compensation expense as follows: For the year ended (in thousands) 2021 2020 Stock options - Class A common stock $ 4,204 $ 1,592 Restricted shares - Class A common stock 1,009 43 Restricted stock units (RSUs) - Class A common stock 53 40 Common units of the Operating Company 449 (822) Total equity-based compensation expense $ 5,715 $ 853 Total remaining unrecognized compensation expense as of December 31, 2021 was as follows: Remaining Unrecognized Compensation Expense Weighted Average Period over which Remaining Unrecognized Compensation Expense is Expected to be Recognized (in thousands) (in years) Stock options - Class A common stock $ 1,291 0.5 Restricted shares - Class A common stock 10 0.2 Restricted stock units (RSUs) - Class A common stock 28 3.1 Common units of the Operating Company — 0 Total remaining unrecognized compensation expense $ 1,329 |
Schedule of Stock Option Valuation Assumptions | The fair value of the stock option awards granted during the years ended December 31, 2021 and 2020 was determined on the grant date using the Black-Scholes valuation model based on the following ranges of weighted-average assumptions: December 31, 2021 December 31, 2020 Expected volatility (1) 100% - 107% 96% - 103% Expected dividend yield (2) — — Expected term (3) 5.25 - 6.25 years 5.15 - 6.25 years Risk-free interest rate (4) 0.78% - 1.37% 0.23% - 1.72% (1) Expected volatility is based on the historical volatility of a selected peer group over a period equivalent to the expected term. (2) We assumed a dividend yield of zero as management has no plans to declare dividends in the foreseeable future. (3) Expected term represents the estimated period of time until an award is exercised and was determined using the simplified method. (4) The risk-free rate is an interpolation of yields on U.S. Treasury securities with maturities equivalent to the expected term. |
Schedule of Stock Option Activity | A summary of stock option activity for the years ended December 31, 2021 and 2020 is as follows: Stock Options Number of Options Weighted-Average Outstanding as of December 31, 2019 629,773 $ 8.98 Granted 949,126 3.72 Exercised — — Forfeited (204,927) 6.94 Outstanding as of December 31, 2020 1,373,972 5.47 Granted 4,789,317 3.14 Exercised (101,066) 2.40 Forfeited (743,305) 4.30 Outstanding as of December 31, 2021 5,318,918 $ 3.59 |
Share-based Payment Arrangement, Outstanding Award, Activity, Excluding Option | The following table provides a summary of the unvested Common Units outstanding and related transactions: Common Units Unvested Common Units as of December 31, 2019 816,659 Granted — Vested (368,489) Forfeited (244,266) Unvested Common Units as of December 31, 2020 203,904 Granted — Vested (198,758) Forfeited (5,146) Unvested Common Units as of December 31, 2021 — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | The Company's United States and foreign operations components of income (loss) before continuing operations before income taxes are as follows: For the year ended December 31, (in thousands) 2021 2020 United States $ (51,109) $ (40,668) Foreign (2,304) (6,842) Total $ (53,413) $ (47,510) |
Schedule of Components of Income Tax Expense (Benefit) | The income tax expense for the years ended December 31, 2021 and 2020 consisted of the following: For the year ended December 31, 2021 For the year ended December 31, 2020 (in thousands) Federal Foreign State Total Federal Foreign State Total Current tax expense Current year $ — $ (10) $ 20 $ 10 $ 6 $ 188 $ — $ 194 Total current year — (10) 20 10 6 188 — 194 Deferred tax expense Current year (6,624) (636) (2,211) (9,471) (2,278) (1,898) (657) (4,833) Change in valuation allowance 30,255 636 12,095 42,986 2,397 1,898 776 5,071 Change in tax rate 101 — (479) (378) 28 — (132) (104) KushCo merger (23,732) — (9,405) (33,137) (147) — 13 (134) Total deferred — — — — — — — — Income tax expense $ — $ (10) $ 20 $ 10 $ 6 $ 188 $ — $ 194 |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the income tax expense computed at the U.S. federal statutory income tax rate to the income tax expense recognized is as follows: For the year ended December 31, (in thousands) 2021 2020 Expected federal income tax (benefit) expense at statutory rate $ (11,216) $ (9,977) State tax expense, net of federal benefit (2,125) (652) Loss attributable to non-controlling interests 3,475 5,628 Valuation allowance 10,293 5,290 Other, net (417) (95) Income tax expense $ 10 $ 194 |
Schedule of Deferred Tax Assets and Liabilities | The components of deferred tax assets and liabilities were as follows: As of December 31, (in thousands) 2021 2020 Deferred tax assets: Intangible assets $ 16,285 $ 9,197 Basis difference in investment in the Operating Company — 742 Net operating loss carryforwards 44,424 5,129 Other 4,351 43 Total deferred tax assets 65,060 15,111 Valuation allowance (58,098) (15,111) Net deferred tax assets 6,962 — Deferred tax liability: Basis difference in investment in the Operating Company (6,962) — Net deferred tax assets and liabilities $ — $ — |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following table sets forth information by reportable segment for the years ended December 31, 2021 and 2020. There were no material intersegment sales during the years ended December 31, 2021 and 2020. For the year ended December 31, 2021 For the year ended December 31, 2020 (in thousands) Consumer Goods Industrial Goods Total Consumer Goods Industrial Goods Total Net sales $ 110,105 $ 55,955 $ 166,060 $ 122,186 $ 16,118 $ 138,304 Cost of sales 92,804 45,577 138,381 101,981 13,558 115,539 Gross profit $ 17,301 $ 10,378 $ 27,679 $ 20,205 $ 2,560 $ 22,765 The following table sets forth specific asset categories which are reviewed by our CODM in the evaluation of operating segments: As of December 31, 2021 As of December 31, 2020 (in thousands) Consumer Goods Industrial Goods Total Consumer Goods Industrial Goods Total Accounts receivable, net $ 3,746 $ 10,944 $ 14,690 $ 5,951 $ 379 $ 6,330 Inventories, net $ 32,142 $ 34,840 $ 66,982 $ 29,624 $ 6,440 $ 36,064 Vendor deposits $ 9,675 $ 8,800 $ 18,475 $ 11,271 $ 18 $ 11,289 The following table sets forth our net sales by major product category: For the year ended December 31, (in thousands) 2021 2020 Industrial Vape Products $ 27,845 $ — Packaging, Paper & Supplies 25,897 16,118 Other Industrial Products 2,213 — Consumer Products - Greenlane Brands 34,966 29,939 Consumer Products - 3rd Party Brands 75,139 92,247 Total net sales $ 166,060 $ 138,304 The following table sets forth net sales disaggregated by geography: For the year ended December 31, (in thousands) 2021 2020 United States $ 140,559 $ 109,660 Canada 12,516 15,094 Europe 11,133 10,833 Other 1,852 2,717 Total net sales $ 166,060 $ 138,304 The following table sets forth our long-lived assets by geographic area, which consist of property and equipment, net and operating lease right-of-use assets: As of December 31, (in thousands) 2021 2020 United States $ 29,186 $ 14,308 Canada 122 248 Europe 671 750 Total long-lived assets $ 29,979 $ 15,306 |
Business Operations and Organ_3
Business Operations and Organization (Details) | Aug. 31, 2021 | Dec. 31, 2021retailLocation$ / sharesshares | Dec. 31, 2020$ / sharesshares |
Business Operations and Organization (Textual) | |||
Number of stores | retailLocation | 8,500 | ||
Intraperiod tax allocation, distribution percent | 85.00% | ||
Issuance of common stock (in shares) | 106,954,151 | ||
New shares issued, as converted (in shares) | 106,954,151 | ||
Percentage of economic ownership | 100.00% | ||
Voting power percentage | 100.00% | ||
Percentage of ownership in successor | 100.00% | ||
KushCo | Former Greenlane Stockholders | |||
Business Operations and Organization (Textual) | |||
Ownership percentage by parent after merger | 51.90% | ||
KushCo | Former KushCo Stockholders | |||
Business Operations and Organization (Textual) | |||
Ownership percentage by existing stockholders after merger | 48.10% | ||
Common Class A | |||
Business Operations and Organization (Textual) | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | ||
Common stock, authorized (in shares) | 600,000,000 | 125,000,000 | |
Common stock, shares redeemable per common unit, ratio | 1 | ||
Issuance of common stock (in shares) | 85,209,651 | ||
New shares issued, as converted (in shares) | 85,209,651 | ||
Percentage of economic ownership | 79.70% | ||
Voting power percentage | 79.70% | ||
Percentage of ownership in successor | 100.00% | ||
Common Class B | |||
Business Operations and Organization (Textual) | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Common stock, authorized (in shares) | 30,000,000 | 10,000,000 | |
Shares issued upon conversion, ratio | 33.33% | ||
Issuance of common stock (in shares) | 21,744,500 | ||
New shares issued, as converted (in shares) | 21,744,500 | ||
Percentage of economic ownership | 20.30% | ||
Voting power percentage | 20.30% | ||
Percentage of ownership in successor | 0.00% | ||
Common Class C | |||
Business Operations and Organization (Textual) | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Common stock, authorized (in shares) | 0 | 100,000,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | Aug. 09, 2021shares | Aug. 31, 2021USD ($) | May 31, 2021shares | Apr. 30, 2021USD ($) | Mar. 31, 2022USD ($) | Mar. 28, 2022shares | Jun. 30, 2021USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2021USD ($)shares | Mar. 28, 2022USD ($)shares | Dec. 31, 2021USD ($)segment | Dec. 31, 2020USD ($) |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Number of operating segments | segment | 2 | |||||||||||
Cash, uninsured amount | $ 700,000 | $ 700,000 | $ 2,300,000 | |||||||||
Inventory valuation reserves | 21,300,000 | 21,300,000 | 1,600,000 | |||||||||
Impairment of held-for-sale assets | 97,000 | 376,000 | ||||||||||
Impairment of intangible assets | 0 | 0 | ||||||||||
Goodwill impairment charge | $ 9,000,000 | 0 | 8,996,000 | |||||||||
Advertising expense | $ 4,200,000 | $ 3,600,000 | ||||||||||
Intraperiod tax allocation, distribution percent | 85.00% | |||||||||||
Intraperiod tax allocation remaining after distribution | 15.00% | |||||||||||
Revenue percentage | 0.10% | 0.10% | ||||||||||
VAT payable | 2,500,000 | $ 2,500,000 | $ 9,900,000 | |||||||||
VAT refund receivable | 143,000 | 143,000 | 4,391,000 | |||||||||
Indemnification receivable, net | 122,000 | 122,000 | 921,000 | |||||||||
VAT expense, net | 4,500,000 | |||||||||||
Indemnification assets, gain on recovery | $ 1,700,000 | |||||||||||
Accounts Receivable | Customer Concentration Risk | Customer 1 | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Concentration risk, percentage | 13.00% | |||||||||||
Accounts Receivable | Customer Concentration Risk | Customer 2 | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Concentration risk, percentage | 11.00% | |||||||||||
Foreign | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Proceeds from income tax refunds | $ 4,100,000 | |||||||||||
Machinery and Equipment | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Sale of machinery | $ 700,000 | |||||||||||
Machinery and Equipment | Subsequent Event | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Sale of machinery | $ 100,000 | |||||||||||
Bill and Hold | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Revenue recognized | $ 1,700,000 | 500,000 | ||||||||||
Conscious Wholesale | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Business combination, indemnification asset | 900,000 | |||||||||||
Cash acquired from acquisition | $ 800,000 | |||||||||||
IPO | Airgraft Inc. | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Liability for returns included in accrued expenses | 1,000,000 | 1,000,000 | 800,000 | |||||||||
Other current assets | 200,000 | $ 200,000 | $ 200,000 | |||||||||
IPO | Airgraft Inc. | Minimum | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Total order cost, percentage | 25.00% | |||||||||||
IPO | Airgraft Inc. | Maximum | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Total order cost, percentage | 50.00% | |||||||||||
ATM Program | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Proceeds from issuance of Class A common stock and pre-funded warrants, net of costs | $ 3,400,000 | |||||||||||
ATM Program | Subsequent Event | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Proceeds from issuance of Class A common stock and pre-funded warrants, net of costs | $ 9,400,000 | |||||||||||
Common Class A | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Shares issued in transaction (in shares) | shares | 4,200,000 | |||||||||||
Common Class A | Subsequent Event | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Shares issued in transaction (in shares) | shares | 15,269,897 | |||||||||||
Common Class A | Conscious Wholesale | Common units of the Operating Company | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Common stock issued (in shares) | shares | 650,604 | |||||||||||
Common Class A | ATM Program | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Sale of stock, consideration received on transaction | $ 50,000,000 | |||||||||||
Shares issued in transaction (in shares) | shares | 2,401,255 | |||||||||||
Common Class A | ATM Program | Subsequent Event | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Shares issued in transaction (in shares) | shares | 9,284,715 | 11,685,970 | ||||||||||
Notes Payable | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Debt instrument, face amount | $ 8,000,000 | $ 8,000,000 | ||||||||||
Revolving credit loan, stated percentage | 15.00% | 15.00% |
Business Acquisitions - Purchas
Business Acquisitions - Purchase Consideration (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions | Nov. 29, 2021 | Aug. 31, 2021 | Mar. 02, 2021 |
Eyce | |||
Business Acquisition [Line Items] | |||
Cash | $ 2,403 | ||
Class A common stock | 2,005 | ||
Promissory note | 2,503 | ||
Contingent consideration - payable in cash | 914 | ||
Contingent consideration - payable in Class A common stock | 914 | ||
Total purchase consideration | $ 8,739 | ||
KushCo | |||
Business Acquisition [Line Items] | |||
Class A common stock | $ 123,491 | ||
Estimated fair value of assumed warrants | 8,423 | ||
Estimated fair value of replaced equity awards | 4,759 | ||
Greenlane cash payments on behalf of KushCo | 12,183 | ||
Total purchase consideration | $ 148,856 | ||
KushCo | Common Class A | |||
Business Acquisition [Line Items] | |||
Common stock issued (in shares) | 48.8 | ||
Business acquisition, share price (in dollars per share) | $ 2.54 | ||
DaVinci | |||
Business Acquisition [Line Items] | |||
Cash | $ 3,362 | ||
Class A common stock | 3,282 | ||
Promissory note | 5,000 | ||
2021 DaVinci Contingent Payment - payable in Class A common stock | 2,610 | ||
Contingent consideration - payable in cash | 1,169 | ||
Contingent consideration - payable in Class A common stock | 1,062 | ||
Total purchase consideration | $ 16,485 |
Business Acquisitions - Narrati
Business Acquisitions - Narrative (Details) $ / shares in Units, $ in Thousands | Aug. 31, 2021$ / shares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($) |
Contingent consideration | $ 5,641 | $ 0 | |
KushCo | Former Greenlane Stockholders | |||
Ownership percentage by parent after merger | 51.90% | ||
KushCo | Former KushCo Stockholders | |||
Ownership percentage by existing stockholders after merger | 48.10% | ||
Common Class A | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | ||
KushCo | |||
Acquisition related costs | $ 7,800 | ||
Entity shares issued per acquiree share (in shares) | 0.3016 | ||
Net sales of acquiree since acquisition date | 43,500 | ||
KushCo | Common Class A | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | ||
Eyce | |||
Acquisition related costs | 300 | ||
Contingent consideration | 1,800 | ||
Net sales of acquiree since acquisition date | $ 5,200 | ||
Eyce | Common Class A | |||
Equity instrument consideration, shares issued (in shares) | shares | 795,523 | ||
DaVinci | |||
Acquisition related costs | $ 300 | ||
Equity instrument consideration, shares issued (in shares) | shares | 3,030,304 | ||
Net sales of acquiree since acquisition date | $ 700 |
Business Acquisitions - Purch_2
Business Acquisitions - Purchase Price Allocation (Details) - USD ($) $ in Thousands | Aug. 31, 2021 | Mar. 02, 2021 | Dec. 31, 2021 | Nov. 29, 2021 | Aug. 30, 2021 | Mar. 01, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||||||
Goodwill | $ 41,860 | $ 3,280 | |||||
Eyce | |||||||
Business Acquisition [Line Items] | |||||||
Inventories | $ 92 | $ 92 | |||||
Goodwill | 5,450 | 4,840 | |||||
Total purchase consideration | 8,739 | 8,129 | |||||
Measurement Period Adjustments | |||||||
Goodwill | 610 | ||||||
Total purchase consideration | 610 | ||||||
Eyce | Developed technology | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets | 1,738 | 1,738 | |||||
Eyce | Trade name | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets | 1,294 | 1,294 | |||||
Eyce | Customer relationships | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets | $ 165 | $ 165 | |||||
KushCo | |||||||
Business Acquisition [Line Items] | |||||||
Cash | $ 2,302 | $ 2,302 | |||||
Accounts receivable | 7,110 | 7,110 | |||||
Inventories | 35,112 | 35,112 | |||||
Vendor deposits | 7,011 | 7,011 | |||||
Other current assets | 8,111 | 8,111 | |||||
Property and equipment | 6,200 | 6,200 | |||||
Operating lease right-of-use assets | 7,581 | 7,581 | |||||
Other assets | 2,896 | 2,896 | |||||
Goodwill | 24,333 | 24,314 | |||||
Total estimated assets acquired | 172,756 | 172,737 | |||||
Accounts payable | 5,876 | 5,876 | |||||
Accrued expenses and other current liabilities | 6,515 | 6,496 | |||||
Customer deposits | 3,934 | 3,934 | |||||
Operating lease liabilities | 7,575 | 7,575 | |||||
Total estimated liabilities assumed | 23,900 | 23,881 | |||||
Total purchase consideration | 148,856 | 148,856 | |||||
Measurement Period Adjustments | |||||||
Goodwill | 19 | ||||||
Total purchase consideration | 19 | ||||||
Accrued expenses and other current liabilities | 19 | ||||||
Total estimated liabilities assumed | 19 | ||||||
KushCo | Trademarks | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets | 29,500 | 29,500 | |||||
KushCo | Customer relationships | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets | 39,500 | 39,500 | |||||
KushCo | Proprietary design library | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets | $ 3,100 | $ 3,100 | |||||
DaVinci | |||||||
Business Acquisition [Line Items] | |||||||
Accounts receivable | $ 94 | ||||||
Inventories | 1,444 | ||||||
Vendor deposits | 132 | ||||||
Property and equipment | 112 | ||||||
Goodwill | 9,052 | ||||||
Total estimated assets acquired | 16,707 | ||||||
Accounts payable | 59 | ||||||
Accrued expenses and other current liabilities | 123 | ||||||
Customer deposits | 40 | ||||||
Total estimated liabilities assumed | 222 | ||||||
Total purchase consideration | 16,485 | ||||||
DaVinci | Trademarks | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets | 2,316 | ||||||
DaVinci | Customer relationships | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets | 1,362 | ||||||
DaVinci | Proprietary design library | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets | $ 2,195 |
Business Acquisitions - Pro For
Business Acquisitions - Pro Forma Results (Details) - Eyce, DaVinci, And KushCo - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||
Net sales | $ 248,691 | $ 258,891 |
Cost of sales | 221,710 | 223,582 |
Gross profit | 26,981 | 35,309 |
Net loss | $ (102,685) | $ (116,444) |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Summary of Liabilities Measured At Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Assets: | ||
Equity securities | $ 1,919 | |
Total Assets | 1,919 | |
Liabilities: | ||
Interest rate swap contract | 288 | $ 665 |
Contingent consideration - current | 5,641 | 0 |
Contingent consideration - long-term | 1,216 | |
Total Liabilities | 7,145 | 665 |
Fair Value, Inputs, Level 1 | ||
Assets: | ||
Equity securities | 1,919 | |
Total Assets | 1,919 | |
Liabilities: | ||
Interest rate swap contract | 0 | 0 |
Contingent consideration - current | 0 | |
Contingent consideration - long-term | 0 | |
Total Liabilities | 0 | 0 |
Fair Value, Inputs, Level 2 | ||
Assets: | ||
Equity securities | 0 | |
Total Assets | 0 | |
Liabilities: | ||
Interest rate swap contract | 288 | 665 |
Contingent consideration - current | 0 | |
Contingent consideration - long-term | 0 | |
Total Liabilities | 288 | 665 |
Fair Value, Inputs, Level 3 | ||
Assets: | ||
Equity securities | 0 | |
Total Assets | 0 | |
Liabilities: | ||
Interest rate swap contract | 0 | 0 |
Contingent consideration - current | 5,641 | |
Contingent consideration - long-term | 1,216 | |
Total Liabilities | $ 6,857 | $ 0 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Reclassifications from other comprehensive loss | $ 0 | $ 0 | |
Equity investments without readily determinable fair value | 2,500,000 | $ 2,000,000 | |
Equity method investments, upward price adjustment | $ 1,500,000 | ||
Interest Rate Swap | |||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Notional value | $ 7,958,000 | ||
Fixed interest rate | 2.0775% |
Fair Value Measures and Disclos
Fair Value Measures and Disclosures - Reconciliation of Fair Value of Liabilities (Details) - Contingent Consideration - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 0 | $ 1,568 |
Foreign currency translation adjustments | (14) | |
Payment of contingent consideration | (835) | |
Gain from fair value adjustments included in results of operations | 189 | (719) |
Ending balance | 6,857 | $ 0 |
Eyce | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Contingent consideration issued | 1,828 | |
DaVinci | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Contingent consideration issued | $ 4,840 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2021USD ($)lease | Dec. 31, 2020USD ($) | |
Lessee, Lease, Description [Line Items] | ||
Impairment of long-lived assets | $ 1.7 | |
Operating lease, impairment loss | 1.3 | |
Impairment of leasehold | 0.1 | |
Loss on contract termination | 0.3 | |
Operating lease liability, portion derecognized | 1.4 | |
Operating lease, expense | $ 2 | $ 1.6 |
Finance lease, right-of-use asset, net | $ 0.4 | |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property and equipment, net | Property and equipment, net |
Lessor, operating lease, number of contracts | lease | 5 | |
Rental income | $ 0.8 | $ 0.6 |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease, term | 3 years | |
Finance lease, term | 3 years | |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease, term | 7 years | |
Finance lease, term | 5 years |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Finance Leases | ||
2022 | $ 127 | |
2023 | 107 | |
2024 | 19 | |
2025 | 0 | |
2026 | 0 | |
Thereafter | 0 | |
Total minimum lease payments | 253 | |
Less: imputed interest | 12 | |
Present value of minimum lease payments | 241 | |
Less: current portion | 169 | $ 184 |
Long-term portion | 72 | 205 |
Operating Leases | ||
2022 | 3,330 | |
2023 | 2,816 | |
2024 | 1,994 | |
2025 | 1,382 | |
2026 | 155 | |
Thereafter | 4 | |
Total minimum lease payments | 9,681 | |
Less: imputed interest | 448 | |
Present value of minimum lease payments | 9,233 | |
Less: current portion | 3,091 | 966 |
Long-term portion | 6,142 | $ 2,524 |
Finance and operating lease obligations, 2022 | 3,457 | |
Finance and operating lease obligations, 2023 | 2,923 | |
Finance and operating lease obligations, 2024 | 2,013 | |
Finance and operating lease obligations, 2025 | 1,382 | |
Finance and operating lease obligations, 2026 | 155 | |
Thereafter | 4 | |
Total minimum lease payments | 9,934 | |
Less: imputed interest | 460 | |
Present value of minimum lease payments | 9,474 | |
Less: current portion | 3,260 | |
Long-term portion | $ 6,214 |
Leases - Total Lease Cost (Deta
Leases - Total Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finance lease cost | ||
Amortization of leased assets | $ 74 | $ 142 |
Interest of lease liabilities | 12 | 18 |
Operating lease costs | ||
Operating lease cost | 1,593 | 1,383 |
Variable lease cost | 385 | 255 |
Total lease cost | $ 2,064 | $ 1,798 |
Leases - Lease Terms and Discou
Leases - Lease Terms and Discount Rates (Details) | Dec. 31, 2021 |
Weighted average remaining lease terms | |
Operating leases | 3 years 3 months 18 days |
Finance leases | 1 year 10 months 24 days |
Weighted average discount rate | |
Operating leases | 2.60% |
Finance leases | 3.90% |
Leases - Lease Maturities (Deta
Leases - Lease Maturities (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Leases [Abstract] | |
2022 | $ 728 |
2023 | 461 |
2024 | 77 |
2025 | 53 |
2026 | 0 |
Total | $ 1,319 |
Debt - Excluding Operating and
Debt - Excluding Operating and Finance Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Long-term debt | $ 22,550 | $ 8,125 |
Less unamortized debt issuance costs | (328) | (99) |
Less current portion of debt | (11,615) | (182) |
Debt, net, excluding operating leases and finance leases | 10,607 | 7,844 |
Real Estate Loan | ||
Long-term debt | 7,958 | 8,125 |
Notes Payable | ||
Long-term debt | 8,000 | 0 |
Notes Payable | DaVinci | ||
Long-term debt | 5,000 | 0 |
Notes Payable | Eyce | ||
Long-term debt | $ 1,592 | $ 0 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | 1 Months Ended | |||
Oct. 31, 2018 | Dec. 31, 2021 | Nov. 30, 2021 | Mar. 31, 2021 | |
Real Estate Note | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, face amount | $ 8,500,000 | |||
Unsecured Debt | Eyce | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, face amount | $ 2,500,000 | |||
Revolving credit loan, stated percentage | 4.50% | |||
Unsecured Debt | DaVinci | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, face amount | $ 5,000,000 | |||
Revolving credit loan, stated percentage | 4.00% | |||
Notes Payable | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, face amount | $ 8,000,000 | |||
Revolving credit loan, stated percentage | 15.00% | |||
Debt issuance costs | $ 300,000 | |||
London Interbank Offered Rate (LIBOR) | Real Estate Note | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 2.39% |
Debt - Schedule of Maturity of
Debt - Schedule of Maturity of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Statement [Line Items] | ||
2022 | $ 11,615 | |
2023 | 3,388 | |
2024 | 215 | |
2025 | 7,332 | |
2026 | 0 | |
Total | 22,550 | $ 8,125 |
Real Estate Loan | ||
Statement [Line Items] | ||
2022 | 208 | |
2023 | 203 | |
2024 | 215 | |
2025 | 7,332 | |
2026 | 0 | |
Total | 7,958 | 8,125 |
Notes Payable | ||
Statement [Line Items] | ||
2022 | 8,000 | |
2023 | 0 | |
2024 | 0 | |
2025 | 0 | |
2026 | 0 | |
Total | 8,000 | 0 |
Notes Payable | DaVinci | ||
Statement [Line Items] | ||
2022 | 2,462 | |
2023 | 2,538 | |
2024 | 0 | |
2025 | 0 | |
2026 | 0 | |
Total | 5,000 | 0 |
Notes Payable | Eyce | ||
Statement [Line Items] | ||
2022 | 945 | |
2023 | 647 | |
2024 | 0 | |
2025 | 0 | |
2026 | 0 | |
Total | $ 1,592 | $ 0 |
Supplemental Financial Statem_3
Supplemental Financial Statement Information - Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Other current assets: | ||
VAT refund receivable | $ 143 | $ 4,391 |
Prepaid expenses | 2,726 | 1,542 |
Indemnification receivable, net | 122 | 921 |
Customs bonds | 4,550 | 300 |
Other | 4,118 | 3,738 |
Other current assets (Note 8) | $ 11,658 | $ 10,892 |
Supplemental Financial Statem_4
Supplemental Financial Statement Information - Property and Equipment, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, including amounts related to finance leases | $ 25,461 | $ 14,965 |
Less: accumulated depreciation (includes $0.1 million under finance leases as of December 31, 2021 and 2020) | 4,610 | 2,764 |
Property and equipment, net | 20,851 | 12,201 |
Finance lease, accumulated depreciation | 100 | 100 |
Furniture, equipment and software | ||
Property, Plant and Equipment [Line Items] | ||
Assets under finance lease | 400 | 600 |
Property, plant, and equipment, including amounts related to finance leases | $ 8,478 | 2,978 |
Furniture, equipment and software | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life | 3 years | |
Furniture, equipment and software | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life | 7 years | |
Personal property | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, including amounts related to finance leases | $ 1,130 | 1,130 |
Property, plant and equipment, useful life | 5 years | |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, including amounts related to finance leases | $ 1,562 | 844 |
Property, plant and equipment, useful life | 5 years | |
Building | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, including amounts related to finance leases | $ 8,128 | 8,088 |
Property, plant and equipment, useful life | 39 years | |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, including amounts related to finance leases | $ 691 | 691 |
Land improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, including amounts related to finance leases | $ 601 | 601 |
Property, plant and equipment, useful life | 15 years | |
Work in process | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, including amounts related to finance leases | $ 4,871 | $ 633 |
Supplemental Financial Statem_5
Supplemental Financial Statement Information - Additional Information (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020USD ($) | Dec. 31, 2021USD ($)segment | Dec. 31, 2020USD ($) | |
Property, Plant and Equipment [Line Items] | |||
Depreciation | $ 2,100,000 | $ 1,100,000 | |
Acquired finite-lived intangible assets, weighted average useful life | 11 years 7 months 6 days | 12 years 3 months 18 days | |
Amortization | $ 2,600,000 | $ 1,300,000 | |
Number of operating segments | segment | 2 | ||
Goodwill impairment charge | $ 9,000,000 | $ 0 | 8,996,000 |
Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Customer deposits receivable, percent | 25.00% | ||
Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Customer deposits receivable, percent | 50.00% | ||
Unrivaled | |||
Property, Plant and Equipment [Line Items] | |||
Revenue from related parties | $ 100,000 | 0 | |
Due from related parties | 400,000 | 0 | |
Universal Growing | |||
Property, Plant and Equipment [Line Items] | |||
Revenue from related parties | 200,000 | $ 100,000 | |
Notes Payable | |||
Property, Plant and Equipment [Line Items] | |||
Debt instrument, face amount | $ 8,000,000 | ||
Revolving credit loan, stated percentage | 15.00% | ||
Supplier Concentration Risk | Four Major Vendors | Revenue | |||
Property, Plant and Equipment [Line Items] | |||
Concentration risk, percentage | 32.50% | 49.50% | |
Supplier Concentration Risk | Four Major Vendors | Purchases | |||
Property, Plant and Equipment [Line Items] | |||
Concentration risk, percentage | 51.80% | 41.60% |
Supplemental Financial Statem_6
Supplemental Financial Statement Information - Intangible Assets, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 60,479 | $ 9,904 |
Accumulated amortization | (5,269) | (3,959) |
Carrying value | 55,210 | 5,945 |
Total indefinite-lived intangibles | 29,500 | |
Total intangible assets, gross | 89,979 | |
Total intangible assets, net | 84,710 | 5,945 |
Trade name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total indefinite-lived intangibles | 29,500 | |
Design libraries | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 8,710 | 1,677 |
Accumulated amortization | (573) | (214) |
Carrying value | $ 8,137 | $ 1,463 |
Estimated useful life | 15 years | 15 years |
Trademarks and tradenames | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 7,055 | $ 3,617 |
Accumulated amortization | (2,144) | (1,572) |
Carrying value | $ 4,911 | $ 2,045 |
Trademarks and tradenames | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life | 5 years | 1 year |
Trademarks and tradenames | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life | 15 years | 15 years |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 43,628 | $ 2,565 |
Accumulated amortization | (2,359) | (796) |
Carrying value | $ 41,269 | $ 1,769 |
Customer relationships | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life | 5 years | 5 years |
Customer relationships | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life | 15 years | 15 years |
Other intangibles | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 1,086 | $ 2,045 |
Accumulated amortization | (193) | (1,377) |
Carrying value | $ 893 | $ 668 |
Other intangibles | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life | 5 years | 2 years |
Other intangibles | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life | 15 years | 15 years |
Supplemental Financial Statem_7
Supplemental Financial Statement Information - Schedule of Future Amortization (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Property, Plant and Equipment [Abstract] | |
2022 | $ 5,831 |
2023 | 5,337 |
2024 | 5,179 |
2025 | 5,156 |
2026 | $ 4,883 |
Supplemental Financial Statem_8
Supplemental Financial Statement Information - Schedule of Goodwill (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | $ 3,280 |
Foreign currency translation adjustment | (254) |
Goodwill, ending balance | 41,860 |
Industrial Goods | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 0 |
Foreign currency translation adjustment | 0 |
Goodwill, ending balance | 24,332 |
Consumer Goods | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 3,280 |
Foreign currency translation adjustment | (254) |
Goodwill, ending balance | 17,528 |
Eyce | |
Goodwill [Roll Forward] | |
Acquisitions | 5,450 |
Eyce | Industrial Goods | |
Goodwill [Roll Forward] | |
Acquisitions | |
Eyce | Consumer Goods | |
Goodwill [Roll Forward] | |
Acquisitions | 5,450 |
KushCo | |
Goodwill [Roll Forward] | |
Acquisitions | 24,332 |
KushCo | Industrial Goods | |
Goodwill [Roll Forward] | |
Acquisitions | 24,332 |
KushCo | Consumer Goods | |
Goodwill [Roll Forward] | |
Acquisitions | 0 |
DaVinci | |
Goodwill [Roll Forward] | |
Acquisitions | 9,052 |
DaVinci | Industrial Goods | |
Goodwill [Roll Forward] | |
Acquisitions | |
DaVinci | Consumer Goods | |
Goodwill [Roll Forward] | |
Acquisitions | $ 9,052 |
Supplemental Financial Statem_9
Supplemental Financial Statement Information - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accrued expenses and other current liabilities: | ||
VAT payable | $ 4,393 | $ 10,800 |
Contingent consideration | 5,641 | 0 |
Accrued employee compensation | 6,055 | 2,361 |
Accrued professional fees | 1,700 | 1,750 |
Refund liability | 1,481 | 785 |
Accrued construction in progress (ERP) | 1,061 | 0 |
Sales tax payable | 1,034 | 284 |
Accrued third-party logistics fees | 421 | 1,295 |
Other | 3,342 | 2,115 |
Total | $ 25,128 | $ 19,390 |
Supplemental Financial State_10
Supplemental Financial Statement Information - Schedule of Customer Deposits (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Customer Deposit [Roll Forward] | |
Beginning balance | $ 2,729 |
Customer deposits assumed as part of the KushCo and DaVinci acquisitions (Note 3 - Business Acquisitions) | 3,974 |
Increases due to deposits received, net of other adjustments | 20,066 |
Revenue recognized | (18,845) |
Ending Balance | $ 7,924 |
Supplemental Financial State_11
Supplemental Financial Statement Information - Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||
Balance, beginning of period | $ 69,257 | $ 114,264 |
Other comprehensive income | 491 | 196 |
Less: Other comprehensive (income) loss attributable to non-controlling interest | (196) | (94) |
Balance, end of period | 196,364 | 69,257 |
Previously Reported | ||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||
Other comprehensive income | 195 | |
Foreign Currency Translation | ||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||
Balance, beginning of period | 183 | (22) |
Other comprehensive income | 115 | 654 |
Less: Other comprehensive (income) loss attributable to non-controlling interest | (16) | (449) |
Balance, end of period | 282 | 183 |
Unrealized Gain or (Loss) on Derivative Instrument | ||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||
Balance, beginning of period | (154) | (50) |
Other comprehensive income | 376 | (459) |
Less: Other comprehensive (income) loss attributable to non-controlling interest | (180) | 355 |
Balance, end of period | 42 | (154) |
Accumulated Other Comprehensive Income (Loss) | ||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||
Balance, beginning of period | 29 | (72) |
Other comprehensive income | 295 | 101 |
Balance, end of period | $ 324 | $ 29 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) - USD ($) | Aug. 09, 2021 | Aug. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Nov. 30, 2019 |
Class of Stock [Line Items] | ||||||
Stock repurchase program, authorized amount | $ 5,000,000 | |||||
Stock repurchases during period | $ 0 | $ 0 | ||||
Number of securities called by each warrant (in shares) | 0.6 | |||||
Proceeds from offering, gross | $ 31,900,000 | |||||
Proceeds from issuance of Class A common stock and pre-funded warrants, net of costs | $ 29,900,000 | $ 32,643,000 | $ 0 | |||
Greenlane Holdings, LLC | ||||||
Class of Stock [Line Items] | ||||||
Ownership percentage by parent after merger | 79.70% | 79.70% | ||||
Ownership percentage by existing stockholders after merger | 20.30% | 20.30% | ||||
Pre-Funded Warrants | ||||||
Class of Stock [Line Items] | ||||||
Number of common shares called by warrants (in shares) | 5,926,583 | |||||
Warrant exercise price (in dollars per share) | $ 0.01 | |||||
Standard Warrants | ||||||
Class of Stock [Line Items] | ||||||
Number of common shares called by warrants (in shares) | 6,075,950 | |||||
Warrant exercise price (in dollars per share) | $ 3.55 | |||||
Warrants outstanding, term | 5 years | |||||
ATM Program | ||||||
Class of Stock [Line Items] | ||||||
Proceeds from issuance of Class A common stock and pre-funded warrants, net of costs | $ 3,400,000 | |||||
Payments of stock issuance costs | $ 100,000 | |||||
Common Class A | ||||||
Class of Stock [Line Items] | ||||||
Shares issued in transaction (in shares) | 4,200,000 | |||||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | ||||
Common Class A | Warrant | ||||||
Class of Stock [Line Items] | ||||||
Warrants exercised (in shares) | 5,926,583 | |||||
Warrants exercised | $ 100,000 | |||||
Common Class A | ATM Program | ||||||
Class of Stock [Line Items] | ||||||
Sale of stock, consideration received on transaction | $ 50,000,000 | |||||
Shares issued in transaction (in shares) | 2,401,255 | |||||
Common Class C | ||||||
Class of Stock [Line Items] | ||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Stockholders' Equity - Calculat
Stockholders' Equity - Calculation of Basic and Diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator | ||
Net loss | $ (53,423) | $ (47,704) |
Less: Net loss attributable to non-controlling interests | (22,840) | (33,187) |
Net loss attributable to Class A common stockholders, basic | (30,583) | (14,517) |
Net loss attributable to Class A common stockholders, diluted | $ (30,583) | $ (14,517) |
Denominator | ||
Weighted-average shares of Class A common stock outstanding - basic (in shares) | 38,595 | 11,947 |
Weighted average shares of Class A common stock outstanding - diluted (in shares) | 38,595 | 11,947 |
Net loss per share of Class A common stock - basic (in dollars per share) | $ (0.79) | $ (1.22) |
Net loss per share of Class A common stock - diluted (in dollars per share) | $ (0.79) | $ (1.22) |
Compensation Plans - Narrative
Compensation Plans - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | ||
Aug. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Jul. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options granted, net (in shares) | 1,676,355 | 949,126 | ||
Weighted average grant date fair value (in dollars per share) | $ 3.14 | $ 2.95 | ||
Options vested in period, fair value | $ 1.5 | $ 1.4 | ||
Employer matching contribution, annual vesting percentage | 33.00% | |||
Term of service required for full vesting | 3 years | |||
Employer safe harbor matching contribution, percent | 100.00% | |||
Employer 100 Percent Match | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Defined contribution plan, percent of match | 100.00% | |||
Employer matching contribution, percent | 3.00% | |||
Employer 50 Percent Match | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Defined contribution plan, percent of match | 50.00% | |||
Employer matching contribution, percent | 2.00% | |||
Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Exercise price (in dollars per share) | $ 1 | $ 2 | ||
Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Exercise price (in dollars per share) | $ 6.20 | $ 6.14 | ||
Equity Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares authorized (in shares) | 5,000,000 | |||
Additional shares authorized (in shares) | 2,860,367 | |||
Stock option | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 6 months | 6 months | ||
Stock option | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 4 years | 4 years |
Compensation Plans - Equity-Bas
Compensation Plans - Equity-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total equity-based compensation expense | $ 5,715 | $ 853 |
Remaining unrecognized compensation expense | 1,329 | |
Stock options - Class A common stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total equity-based compensation expense | 4,204 | 1,592 |
Remaining unrecognized compensation expense | $ 1,291 | |
Weighted Average Period over which Remaining Unrecognized Compensation Expense is Expected to be Recognized | 6 months | |
Restricted shares - Class A common stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total equity-based compensation expense | $ 1,009 | 43 |
Remaining unrecognized compensation expense | $ 10 | |
Weighted Average Period over which Remaining Unrecognized Compensation Expense is Expected to be Recognized | 2 months 12 days | |
Restricted stock units (RSUs) - Class A common stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total equity-based compensation expense | $ 53 | 40 |
Remaining unrecognized compensation expense | $ 28 | |
Weighted Average Period over which Remaining Unrecognized Compensation Expense is Expected to be Recognized | 3 years 1 month 6 days | |
Common units of the Operating Company | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total equity-based compensation expense | $ 449 | $ (822) |
Remaining unrecognized compensation expense | $ 0 | |
Weighted Average Period over which Remaining Unrecognized Compensation Expense is Expected to be Recognized | 0 years |
Compensation Plans - Valuation
Compensation Plans - Valuation Assumptions (Details) - Stock options - Class A common stock | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Expected volatility, minimum | 100.00% | 96.00% |
Expected volatility, maximum | 107.00% | 103.00% |
Expected dividend yield | 0.00% | 0.00% |
Risk-free interest rate, minimum | 0.78% | 0.23% |
Risk-free interest rate, maximum | 1.37% | 1.72% |
Minimum | ||
Expected term | 5 years 3 months | 5 years 1 month 24 days |
Maximum | ||
Expected term | 6 years 3 months | 6 years 3 months |
Compensation Plans - Summary of
Compensation Plans - Summary of Stock Option Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Number of Options | ||
Outstanding at beginning of period (in shares) | 1,373,972 | 629,773 |
Granted (in shares) | 4,789,317 | 949,126 |
Exercised (in shares) | (101,066) | 0 |
Forfeited (in shares) | (743,305) | (204,927) |
Outstanding at end of period (in shares) | 5,318,918 | 1,373,972 |
Outstanding at beginning of period (in dollars per share) | $ 5.47 | $ 8.98 |
Granted (in dollars per share) | 3.14 | 3.72 |
Exercised (in shares) | 2.40 | 0 |
Forfeited (in dollars per share) | 4.30 | 6.94 |
Outstanding at end of period (in dollars per share) | $ 3.59 | $ 5.47 |
Compensation Plans - Common Uni
Compensation Plans - Common Units Subject to Vesting (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Unvested at beginning of period (in shares) | 203,904 | 816,659 |
Granted (in shares) | 0 | 0 |
Vested (in shares) | (198,758) | (368,489) |
Forfeited (in shares) | (5,146) | (244,266) |
Unvested at end of period (in shares) | 0 | 203,904 |
Income Taxes - Components of In
Income Taxes - Components of Income (Loss) Before Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
United States | $ (51,109) | $ (40,668) |
Foreign | (2,304) | (6,842) |
Loss before income taxes | $ (53,413) | $ (47,510) |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Contingency [Line Items] | ||
Current tax expense | $ 10 | $ 194 |
Current year | (9,471) | (4,833) |
Change in valuation allowance | 42,986 | 5,071 |
Change in tax rate | (378) | (104) |
KushCo merger | (33,137) | (134) |
Total deferred | 0 | 0 |
Income tax expense | 10 | 194 |
Federal | ||
Income Tax Contingency [Line Items] | ||
Current tax expense | 0 | 6 |
Current year | (6,624) | (2,278) |
Change in valuation allowance | 30,255 | 2,397 |
Change in tax rate | 101 | 28 |
KushCo merger | (23,732) | (147) |
Total deferred | 0 | 0 |
Income tax expense | 0 | 6 |
Foreign | ||
Income Tax Contingency [Line Items] | ||
Current tax expense | (10) | 188 |
Current year | (636) | (1,898) |
Change in valuation allowance | 636 | 1,898 |
Change in tax rate | 0 | 0 |
KushCo merger | 0 | 0 |
Total deferred | 0 | 0 |
Income tax expense | (10) | 188 |
State | ||
Income Tax Contingency [Line Items] | ||
Current tax expense | 20 | 0 |
Current year | (2,211) | (657) |
Change in valuation allowance | 12,095 | 776 |
Change in tax rate | (479) | (132) |
KushCo merger | (9,405) | 13 |
Total deferred | 0 | 0 |
Income tax expense | $ 20 | $ 0 |
Income Taxes - Components of _2
Income Taxes - Components of Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Expected federal income tax (benefit) expense at statutory rate | $ (11,216) | $ (9,977) |
State tax expense, net of federal benefit | (2,125) | (652) |
Loss attributable to non-controlling interests | 3,475 | 5,628 |
Valuation allowance | 10,293 | 5,290 |
Other, net | (417) | (95) |
Income tax expense | $ 10 | $ 194 |
Income Taxes - Components of De
Income Taxes - Components of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Intangible assets | $ 16,285,000 | $ 9,197,000 |
Basis difference in investment in the Operating Company | 0 | 742,000 |
Net operating loss carryforwards | 44,424,000 | 5,129,000 |
Other | 4,351,000 | 43,000 |
Total deferred tax assets | 65,060,000 | 15,111,000 |
Valuation allowance | (58,098,000) | (15,111,000) |
Net deferred tax assets | 6,962,000 | 0 |
Basis difference in investment in the Operating Company | (6,962,000) | 0 |
Net deferred tax assets and liabilities | $ 0 | $ 0 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Contingency [Line Items] | ||
Deferred tax assets, net | $ 0 | $ 0 |
Penalties for tax uncertainties | $ 0 | |
Intraperiod tax allocation, distribution percent | 85.00% | |
Intraperiod tax allocation remaining after distribution | 15.00% | |
Projected obligation liability | $ 0 | $ 0 |
Federal | ||
Income Tax Contingency [Line Items] | ||
Operating loss carryforwards | 155,800,000 | |
Operating loss carryforwards, subject to expiration | 9,800,000 | |
State | ||
Income Tax Contingency [Line Items] | ||
Operating loss carryforwards | 149,900,000 | |
Foreign | ||
Income Tax Contingency [Line Items] | ||
Operating loss carryforwards | $ 10,100,000 |
Segment Reporting - Narrative (
Segment Reporting - Narrative (Details) | 12 Months Ended |
Dec. 31, 2021segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 2 |
Segment Reporting - Financial I
Segment Reporting - Financial Information by Segment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | ||
Net sales | $ 166,060 | $ 138,304 |
Cost of sales | 138,381 | 115,539 |
Gross profit | 27,679 | 22,765 |
Consumer Goods | ||
Segment Reporting Information [Line Items] | ||
Net sales | 110,105 | 122,186 |
Cost of sales | 92,804 | 101,981 |
Gross profit | 17,301 | 20,205 |
Industrial Goods | ||
Segment Reporting Information [Line Items] | ||
Net sales | 55,955 | 16,118 |
Cost of sales | 45,577 | 13,558 |
Gross profit | $ 10,378 | $ 2,560 |
Segment Reporting - Schedule of
Segment Reporting - Schedule of Segment Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Segment Reporting Information [Line Items] | ||
Accounts receivable, net | $ 14,690 | $ 6,330 |
Inventories, net | 66,982 | 36,064 |
Vendor deposits | 18,475 | 11,289 |
Consumer Goods | ||
Segment Reporting Information [Line Items] | ||
Accounts receivable, net | 3,746 | 5,951 |
Inventories, net | 32,142 | 29,624 |
Vendor deposits | 9,675 | 11,271 |
Industrial Goods | ||
Segment Reporting Information [Line Items] | ||
Accounts receivable, net | 10,944 | 379 |
Inventories, net | 34,840 | 6,440 |
Vendor deposits | $ 8,800 | $ 18 |
Segment Reporting - Schedule _2
Segment Reporting - Schedule of Revenue by Product Type (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | ||
Net sales | $ 166,060 | $ 138,304 |
Industrial Goods | ||
Segment Reporting Information [Line Items] | ||
Net sales | 55,955 | 16,118 |
Industrial Goods | Industrial Vape Products | ||
Segment Reporting Information [Line Items] | ||
Net sales | 27,845 | 0 |
Industrial Goods | Packaging, Paper & Supplies | ||
Segment Reporting Information [Line Items] | ||
Net sales | 25,897 | 16,118 |
Industrial Goods | Other | ||
Segment Reporting Information [Line Items] | ||
Net sales | 2,213 | 0 |
Consumer Goods | ||
Segment Reporting Information [Line Items] | ||
Net sales | 110,105 | 122,186 |
Consumer Goods | Consumer Products - Greenlane Brands | ||
Segment Reporting Information [Line Items] | ||
Net sales | 34,966 | 29,939 |
Consumer Goods | Consumer Products - 3rd Party Brands | ||
Segment Reporting Information [Line Items] | ||
Net sales | $ 75,139 | $ 92,247 |
Segment Reporting - Schedule _3
Segment Reporting - Schedule of Revenue by Geographical Area (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | ||
Net sales | $ 166,060 | $ 138,304 |
Long-lived assets | 29,979 | 15,306 |
United States | ||
Segment Reporting Information [Line Items] | ||
Net sales | 140,559 | 109,660 |
Long-lived assets | 29,186 | 14,308 |
Canada | ||
Segment Reporting Information [Line Items] | ||
Net sales | 12,516 | 15,094 |
Long-lived assets | 122 | 248 |
Consumer Goods | ||
Segment Reporting Information [Line Items] | ||
Net sales | 11,133 | 10,833 |
Long-lived assets | 671 | 750 |
Other | ||
Segment Reporting Information [Line Items] | ||
Net sales | $ 1,852 | $ 2,717 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Millions | Aug. 09, 2021 | Mar. 10, 2022 | Mar. 28, 2022 | Dec. 31, 2021 | Mar. 28, 2022 |
Common Class A | |||||
Subsequent Event [Line Items] | |||||
Shares issued in transaction (in shares) | 4,200,000 | ||||
Common Class A | ATM Program | |||||
Subsequent Event [Line Items] | |||||
Shares issued in transaction (in shares) | 2,401,255 | ||||
Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Reduction in force, annualized cash compensation cost savings | $ 8 | ||||
Subsequent Event | Common Class A | |||||
Subsequent Event [Line Items] | |||||
Shares issued in transaction (in shares) | 15,269,897 | ||||
Shares exchanged during period (in shares) | 559,581 | ||||
Subsequent Event | Common Class A | Eyce and DaVinci | |||||
Subsequent Event [Line Items] | |||||
Common stock issued (in shares) | 3,825,827 | ||||
Subsequent Event | Common Class A | Restricted stock | |||||
Subsequent Event [Line Items] | |||||
Shares issued for share based compensation (in shares) | 1,599,774 | ||||
Subsequent Event | Common Class A | ATM Program | |||||
Subsequent Event [Line Items] | |||||
Shares issued in transaction (in shares) | 9,284,715 | 11,685,970 |