Cover Page - USD ($) $ in Millions |
12 Months Ended | ||
|---|---|---|---|
Dec. 31, 2022 |
Mar. 31, 2023 |
Jun. 30, 2022 |
|
| Document Information [Line Items] | |||
| Document Type | 10-K/A | ||
| Document Annual Report | true | ||
| Document Period End Date | Dec. 31, 2022 | ||
| 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 100 | ||
| 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 | No | ||
| 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 | $ 22.3 | ||
| Entity Common Stock, Shares Outstanding | 15,878,404 | ||
| Documents Incorporated by Reference | Portions of the registrant's Proxy Statement for the 2023 Annual Meeting of Stockholders are incorporated herein by reference in Part III of this Form 10-K/A 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, 2022. | ||
| Entity Central Index Key | 0001743745 | ||
| Amendment Flag | true | ||
| Document Fiscal Year Focus | 2022 | ||
| Document Fiscal Period Focus | FY | ||
| Amendment Description | EXPLANATORY NOTEOverviewGreenlane Holdings, Inc. ("Greenlane, the "Company", "we", "our" and similar terms) is filing this Amendment No. 1 on Form 10-K/A ("Amendment No. 1") to amend and restate certain items presented in the Company's Annual Report on Form 10-K for the year ended December 31, 2022, which was initially filed with the Securities and Exchange Commission (“SEC”) on March 31, 2023 (the “Original Form 10-K”). This Amendment No. 1 contains our audited restated annual financial statements as of and for the year ended December 31, 2022 and our unaudited restated quarterly condensed financial statements for the quarterly and year-to-date periods ended September 30, 2022 (collectively, the “Affected Periods”), respectively, which have been restated to correct certain errors related to the accounting for definite-lived intangibles and property and equipment as further described below (the “Misstatements”) (refer to "Note 2 — Summary of Significant Accounting Policies - Restatement of Previously Issued Financial Statements" and "Note 14 — Selected Quarterly Financial Information (Unaudited)" to our financial statements included in Part II, Item 8 of this Amendment No.1 for additional information). In addition, we intend to file amendments (such reports, together with this Amendment No. 1, the “Amended Reports”) to the Company’s Quarterly Report on Form 10-Q/A for the quarterly period ended March 31, 2023, originally filed with the SEC on May 16, 2023 and the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023, originally filed with the SEC on August 14, 2023 (“Original Forms 10-Q” and together with the Original Form 10-K, the “Original Reports”), to account for the Misstatements during the periods presented therein and to restate our unaudited condensed financial statements for the quarterly periods ended March 31, 2023 and June 30, 2023. All material restatement information that relates to the Misstatements will be included in the Amended Reports, and we do not intend to separately amend other filings that the Company has previously filed with the SEC. As a result, such prior reports should no longer be relied upon.This Amendment No. 1 also includes amendments to and restates and revises the following items of the Original Form 10-K as of and for the year ended December 31, 2022:▪Part I — Item 1A. Risk Factors▪Part II — Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations▪Part II — Item 8. Financial Statements and Supplementary Data▪Part IV — Item 15. Exhibits, Financial Statement SchedulesIn accordance with applicable SEC rules, this Amendment No. 1 includes new certifications specified in Rule 13a-14 under the Exchange Act from our Chief Executive Officer and Chief Legal and Financial Officer dated as of the date of this filing. This Amendment No. 1 also contains a modified report of Marcum LLP (“Marcum”), the Company’s independent registered public accounting firm, on the financial statements for year ended December 31, 2022 and a new consent of Marcum. Other than as described above, this Amendment No. 1 does not reflect adjustments for events occurring after the filing of the Original Form 10-K except to the extent that they are otherwise required to be included and discussed herein. See below and Part II, Item 8, "Note 2 — Summary of Significant Accounting Policies - Restatement of Previously Issued Financial Statements" in the notes to the financial statements included in this Amendment No. 1, for a detailed discussion of the effect of the restatement on the financial statements included in this Amendment No. 1.Except as noted herein, the information included in the Original Form 10-K remains unchanged. This Amendment No. 1 continues to describe the conditions as of the date of the Original Form 10-K and, except as contained herein, we have not updated or modified the disclosures contained in the Original Form 10-K to reflect any events that have occurred after the Original Form 10-K. Accordingly, forward-looking statements included in this Amendment No. 1 may represent management’s views as of the Original Form 10-K and should not be assumed to be accurate as of any date thereafter. This Amendment No. 1 should be read in conjunction with the Company's filings made with the SEC subsequent to the filing of the Original Form 10-K, including any amendment to those filings.Background on the RestatementAs previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on November 15, 2023, on November 10, 2023, the Audit Committee of the Board of Directors (the “Audit Committee”) of the Company, after consultation with management and discussions with Marcum LLP, the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2022, concluded that the sequence it used in applying the guidance in ASC 360-10-35 and ASC-350-10 was done out of order in determining whether an impairment of its definite-lived intangible assets existed as of September 30, 2022. Under the guidance provided by ASC 360-10-35, the carrying amounts of any assets that are not within the scope of ASC 360-10, other than goodwill, should be adjusted for impairment, as necessary, prior to testing long-lived assets for impairment under ASC-350-10 and the carrying amount of assets within the scope of ASC 360-10 should be adjusted for impairment prior to testing goodwill for impairment under ASC 350-10.Additionally, on January 2, 2024, the Audit Committee, after consultation with management and discussions with Marcum LLP, concluded that carrying value of the Company's ERP system capitalized cost under ASC 360-10 was impaired due to the asset not being able to be sold separately from the business, and the current enterprise value of the business does not support the carrying value of the ERP system.As a result, the carrying balance of definite-lived intangible assets and property and equipment was overstated in the Company’s previously issued unaudited consolidated financial statements for the quarterly period ended September 30, 2022, which also impacted the audited consolidated financial statements for the annual period ended December 31, 2022, and the quarterly unaudited consolidated financial statements for the quarterly periods ended March 31, 2023 and June 30, 2023 (collectively, the “Affected Periods”), as well as the relevant portions of any communication or filings which describe or are based on such financial statements, and therefore these financial statements for the Affected Periods should no longer be relied upon and are to be restated.These changes are to non-cash items and do not change the Company’s reported operating revenues or costs of goods sold, however, the Company determined that these changes have a material impact on the as-filed financial statements for the Affected Periods, and as a result, the restatement of the Affected Periods is required.There was no impact to net cash flows related to operating, financing or investing activities for any of the Affected Periods. |